ARES_Request for White Paper (RFWP).pdf

ARES Request for White Paper (RFWP)

Initial Revision, 11 Dec 25

Department of Air Force

PEO C3BM

Kessel Run Flight Operations

Aerospace Readiness Enterprise System (ARES) Request for White Papers (RFWP) for Prototype

Revision Number Date

Initial Revision 11 December 2025

Table of Contents Section 1. Introduction Section 2. ARES Prototype Opportunity

2.1 Opportunity Description

2.2 Overview

2.3 Background

2.4 Intent

2.5 Procedures

2.6 Administrative Details

2.6.1 Offeror Responses

2.6.2 Unclassified Process

2.6.3 Response Validity

2.6.4 Official Transmissions and Communications

2.6.5 Government Points of Contact

2.6.6 RFWP Questions/Comments

2.6.7 Supplementary Information

Section 3. Agreement Line Items Numbers (ALINs) Section 4. Statement of Objectives Section 5. Period of Performance Section 6. Deliverables Section 7. Reference Documents Section 8. Terms of the Agreement

8.1 Excusable Delays

8.2 Termination

8.3 Breach of Agreement by the Contractor

8.4 Extending the Term

8.5 Modifications

8.6 Basis of Payment

8.7 Use of Funds

8.8 Disputes and Liability

8.8.1 General

8.8.2 Dispute Resolution Procedures

8.8.3 Limitations of Damages

8.9 Proprietary and Controlled Unclassified Information (CUI)

8.9.1 Disclosure of Information

8.9.2 Term

8.9.3 Controlled Unclassified Information

8.9.4 Improper Use of Markings

8.9.5 Third-Party Support

Section 9. Data and Data Rights

9.1 Allocation of Principal Rights

9.2 Third-Party Copyrighted Data

9.3 Disclosure of Data to Covered Government Support Awardees

9.4 Deferred Ordering and Delivery of Technical Data or Computer Software

9.5 Rights in Government Furnished Data (GFD)

9.6 Lower-Tier Agreements

Section 10. Funding Section 11. Inspection and Acceptance

11.1 General

11.2 Acceptance Criteria for Key Test Events

11.3 Prototype Successful Completion

Section 12. Government Furnished Information (GFI) Section 13. Other Applicable Laws and regulations Section 14. Facility Requirements Section 15. Security Requirements Section 16. Cybersecurity and Information Protection

16.1 General

16.2 Cyber Incident Reporting

16.3 System Security Plan (SSP)

Section 17. Disclosure/Public Release

17.1 General

17.2 Review or Approval of Information and Data for Public Release

Section 18. Organizational Conflicts of Interest (OCI) Section 19. Foreign Access to Technology Section 20. Prohibition on Contracting with Inverted Domestic Corporations Section 21. Representations and Warranties

21.1 Representations and Warranties of All Parties

21.2 Incorporation by Reference of Representations and Certifications

Section 22. Payments Section 23. Award Information

23.1 Funding

Section 24. Instructions to Offerors and Evaluations

24.1 Government Intent

24.2 Addressing Potential Conflicts of Interest (COI)

24.3 Step 1: White Paper

24.3.1 White Paper Instructions to Offerors

24.3.2 White Paper Evaluation

24.4 Step 2: White Paper Down-Selection and Request for Additional Information for Prototype Proposal Instructions

24.5 Step 3: Negotiations and Prototype Award Instructions

24.6 Step 4: Prototype Bake-Off Instructions

24.6.1 Prototype Bake-off Approach

24.6.2 Instructions to Offerors

24.6.3 Prototype Bake-Off Evaluation

24.7 Prototype Down-Select, Negotiations, and Award of Production OT Agreement Instructions

24.8 Evaluation Team

Section 25. List of attachments

SECTION 1. INTRODUCTION

This Request for White Papers (RFWP) is a multi-step open project announcement.

Currently, this announcement is being issued to solicit White Papers only.

The Department of the Air Force Kessel Run Flight Operations Program Management Office (PMO) (AFLCMC/C3C), under WingC2, is soliciting White Papers for an Aerospace Readiness Enterprise System (ARES) prototype under 10 U.S.C. § 4022. ARES is a next generation, cloud-based enterprise solution that unifies aircrew scheduling, standardization and evaluation (stan/eval), and training management, replacing Patriot Excalibur (PEX), Puckboard, and Graduate Training Integration Management System (G/TIMS). It will support Mobility Air Forces (MAF), Combat Air Forces (CAF), Air Education and Training Command (AETC), and U.S. Space Force operations.

Flight Ops seeks an enterprise scalable capability that optimizes aircrew, pilot, and Guardian readiness through learning management, currency management, allocation, and scheduling, which combines scheduling, training, and stan/eval to match aircrew to missions and equipment for operational and training missions. Prototypes will be built in the Air Force, Operational Enterprise Architecture (OpsEA) Salesforce environment.

This competitive Other Transaction (OT) acquisition may award up to four (4) prototype OTAs, with prototypes due within 90 calendar days of Notice to Proceed and onboarding to the OpsEA sandbox, followed by a challenge-based “bakeoff” competition for award of a follow-on Production OT Agreement. Subject to successful completion and available funds, the Government intends to award a single follow-on ARES Production OT Agreement without further competition in accordance with 10 U.S.C. § 4022(f)(2). The process includes five steps; only offerors receiving a down-select invitation will advance to the next step.

SECTION 2. ARES PROTOTYPE OPPORTUNITY

2.1 Opportunity Description

The Flight Ops Program, under the Department of the Air Force, Kessel Run, WingC2 Program Management Office (PMO) is soliciting white papers for the ARES Program OT Prototype awards, which may later result in a follow-on OT Agreement(s) for production.

2.2 Overview

ARES is the Department of the Air Force's next-generation enterprise solution for scheduling, stan/eval, and training management. ARES will replace legacy systems including PEX, Puckboard, and G/TIMS to provide a unified, cloud-based platform supporting users across multiple major commands (MAJCOMs), including MAF, CAF, AETC, and U.S. Space Force operations.

ARES is an enterprise software solution designed to unify and modernize aircrew scheduling, stan/eval, and training management for the Department of Air Force (DAF). Its core purpose is to replace disparate and antiquated legacy systems with a single modern, cloud-based, and data-driven platform that enhances operational readiness and lethality.

2.3 Background

The PMO at AFLCMC/C3C, Kessel Run, is seeking White Paper solutions for a comprehensive flight operations management application aimed at streamlining workflows and efficiencies utilizing resources for peacetime and wartime operations. This RFWP presents a unique opportunity for companies to showcase their technologies and capabilities in meeting user needs and operational requirements.

As a portfolio within Kessel Run, Flight Ops leverages industry best practices to rapidly deliver capabilities while posturing for future information technology (IT). Flight Ops is looking for a solution that will meet the needs of our users across the globe while embracing agile principles, Development Security Operations (DevSecOps) applications, and lean product management practices to continuously integrate and deliver software capabilities to end users.

The Flight Ops PMO is currently working to develop a next generation enterprise solution leveraging the best of the current fielded legacy products (PEX, Puckboard, and G/TIMS). ARES will provide an enterprise scalable capability optimizing aircrew, pilot, and Guardian human and materiel mission readiness through learning management, currency management, allocation, and scheduling. ARES will ensure data-driven tactical readiness, strategic situational awareness, and combatant decision advantage.

ARES will combine scheduling, training and stan/eval applications, supporting MAF and CAF, and AETC sorties, as well as scheduling for Space Force, Joint, Coalition, and Five Eyes (FVEY) users.

Scheduling matches aircrew to missions and equipment, including airframes, for the purpose of conducting operational and training missions, evaluation of training, and development of evaluation standards. This prototype will be built utilizing the existing Air Force OpsEA environment.

Flight Ops seeks White Paper proposals from interested traditional and non-traditional defense contractors utilizing authorities defined in 10 U.S. Code § 4022 – Authority of the Department of Defense to carry out certain prototype projects.

2.4 Intent

Under the authority of 10 U.S. Code § 4022 (“Authority of the Department of Defense to carry out certain prototype projects”), the Government is interested in awarding up to four (4) funded Other Transaction Agreements (OTAs) to nontraditional and traditional defense contractors to carry out prototype projects that are directly relevant to meet Flight Ops goal of providing an enterprise scalable capability that optimizes aircrew, pilot, and Guardian human and materiel mission. The information provided in this RFWP is intended to ensure that to the maximum extent practicable, competitive procedures are used when entering into agreements to carry out this prototype project.

2.5 Procedures

This RFWP is considered a competitive process. The Government will not pay companies for any White Papers or proposals under this competition. The Government reserves the right to engage with individual offerors on specific questions, issues or concerns the Government deems necessary. The Government intends to fund up to four (4) OT Agreements for ARES prototyping and potentially a single follow-on OT Agreement for ARES production but may choose to fund fewer or no agreement(s). To be clear, this RFWP and resultant Prototype OT Agreements allow for follow-on production OT Agreement(s) without further competition in accordance with 10 USC § 4022(f)(2).

The OT Agreement acquisition process for this project includes five (5) steps, with the overall goal resulting in the award of a production OT Agreement at the end of Step 5. Only Offerors that receive a down-selected invitation at the end of each step will be eligible to proceed to the next step.

Each down-select invitation will be determined by its corresponding evaluation criteria. An overview of this process is depicted in Figure 1. The first row includes an estimated timeline (in calendar days) in which notices will be provided to industry, and when industry actions (i.e., responses or demonstrations) are due, for each step. The second row depicts how each offeror or solution will be evaluated by the Government. The third row outlines the items to be submitted by the Offeror(s) for each step.

Figure 1 - OT Agreement Acquisition Process

Notional Industry Timeline

(Calendar Days)

•RFWP Released:

15 Dec 25 •Questions Due:

19Dec 25

•Responses Due:

9 Jan 26 •Evaluations:

16 Jan 26

•Prototype OT Negotiations/ Awards:

25 Feb 26

•ChBA Bake Off:

22 May 26

•Down-Select & Request for Production Proposal:

10 Aug 26

Evaluation Criteria

Go/No Go OT Eligibility Threshold Compliance Factors Factor 1: SOO Alignment Factor 2: Org Structure, Teaming and Business Viability Factor 3: Systems Engineering Approach and Solution Factor 4: Program Mgmt. Approach

•Evaluation team conducts WP evaluations for 1st Down Select to up to four (4) Offeror’s considered for Prototype OT awards

•Negotiation for Prototype Award •Prototype Objectives (Pass/Fail) including Go/No Go

Prototype Evaluation Criteria will be provided in the forthcoming “ARES Prototype Test Plan” during Step 3.

•Evaluation team completes Prototype Test and ChBA Bake-off Evaluations for 2nd Down Select for Production award(s)

Offeror Submission

1.Cover Sheet 2.OTA Eligibility Form 3.White Paper 4.ARES Bidder Response Template 5.OpsEA/Salesforce training certificates 6.Quality system certificates

1.Proposed Statement of Work 2.Detailed Prototype Project Schedule 3.Confirmation of Terms and Conditions 4.Points of contact 5.Additional information as requested by the Government

Instructions to Offerors for Prototype Evaluation will be provided in the forthcoming “ARES Prototype Test Plan” during Step 3.

1.Intellectual Property and Data Rights assertions 2.Agreement Line- Item Number (ALIN) pricing 3.Additional information as requested by the Government

As shown above, the Government will follow the following 5-step process for this acquisition

• Step 1: The Government requests White Papers from eligible offerors.

• Step 2: The Government evaluates submitted and accepted White Papers and conducts a down-select for up to four (4) offerors for consideration of Prototype OT Agreement awards. The Government then invites these up to four (4) offerors to submit additional information to include proposed Statement of Work (SOW), Payment Milestones, Prototype Project Schedule, Confirmation of Terms and Conditions, Points of Contact, and additional information requested by the Government. These additional documents, in conjunction with the original submitted White Paper, will serve as the complete prototype proposal.

• Step 3: The Government will conduct direct negotiations for up to four (4) prototype proposals reviewed in Step 2. The Government may make awards for up to four (4) Prototype OT Agreements for development and will issue Notices to Proceed to each awardee. The Period of Performance for each of the Prototype OT Agreements is 90 calendar days for prototype development with an additional 30 calendar days for participation in test and evaluation activities. However, the Government reserves the right to award earlier should testing and evaluations conclude before the 30 calendar days.

• Step 4: The Government will evaluate all prototypes and will select a single prototype that (1) meets the criteria of prototype “successful completion” and (2) represents the best solution to the Government. This evaluation may result in the award of a single follow-on ARES Production OT Agreement. The evaluation criteria for selection of the single follow-on ARES Production OT Agreement will be provided in Step 3 as part of the “ARES Prototype Test Plan” and will leverage a challenge-based approach applying specific data and operational scenarios to evaluate the effectiveness and suitability of the prototypes being considered.

• Step 5: Subject to successful completion of Step 4 and the availability of funds, the Government intends to award a single follow-on OT Agreement for ARES production. The follow-on Production OT Agreement will consist of additional requirements for development, fielding, testing, and scaling of the ARES solution for operational use. Once the Government selects the final single offeror and solution for award of a follow-on OT Agreement, the Government will issue a final Request for Proposal (RFP) to the selected offeror. The selected offeror will submit a new Production Proposal, and the Government will negotiate final award of the Production OT Agreement.

2.6 Administrative Details

2.6.1 Offeror Responses

Each offeror shall submit only one (1) electronic response (with multiple files as applicable) that addresses the Government’s requirements and instructions for each step.

The offeror bears full responsibility for meeting all requirements for each step by the date/time specified in the RFWP posted to SAM.gov. Additionally, the offeror bears full responsibility for submitting the requirements for subsequent steps by the date/time specified in the corresponding Down-Select Invitations. Offerors are solely responsible for all expenses associated with responding to this RFWP and subsequent proposals/responses and will not be reimbursed by the Government for any of these related costs.

Response files shall be submitted in electronic (searchable) formats as specified in the instructions for each Step. Self-extracting .exe files, hyperlinks, and .zip files are not acceptable. Use of separate files to permit rapid location of all portions, including factors, exhibits, annexes, and attachments is acceptable.

2.6.2 Unclassified Process

For the proposal process, no information classified as “Proprietary”, “Confidential”, “CUI”, “Secret”, or “Top Secret” shall be submitted or included in any responses (i.e., RFWP, request for additional information, etc.).

2.6.3 Response Validity

All responses shall be valid for a minimum of one hundred and eighty (180) calendar days from the date submitted.

2.6.4 Official Transmissions and Communications

Any Government amendments to the RFWP made prior to release of the Down-Select Invitation for Step 2 will be issued via SAM.gov.

2.6.5 Government Points of Contact

The Agreements Officer (AO) and Agreements Specialist (AS) are the SOLE points of contact for this acquisition:

Agreements Officer (AO): Ms. Lauren Cheslofska AO Email: lauren.cheslofska@us.af.mil

Agreements Specialist (AS): Capt Leonardo Dominguez and Shamieka Gilmore-Williams

AS Email: shamieka.gilmore-williams@us.af.mil and leonardo.dominguez.1@us.af.mil

2.6.6 RFWP Questions/Comments

Any questions and/or comments submitted to the Government regarding this RFWP shall refer to specific text from the RFWP in the following format:

E-mail Subject: VendorName_Q-Cmts_FA873026RB001.

Format the Questions/Comments in MS Excel (compatible with MS Office 365) file as an attachment with file naming convention:

Vendor Name_Q-Cmnts_ FA873026RB001.

Format the MS Excel file with all Questions/Comments as depicted in Table 1 with column headings at the top of each page when printing:

Table 1 - RFWP Questions Excel Format Example

Offeror Company Name:

Offeror POC Name, Email, Phone #

Question # Government File Name or

Attachment #

Page # Questions/ Comment

Rationale

The AO and AS will address all written inquiries in advance of the response deadline date/time. Only one set of questions will be accepted from each offeror for each Step. The Government may respond with a compilation of frequently asked questions and/or a revised document (e.g., SOO) as time permits.

mailto:shamieka.gilmore-williams@us.af.mil mailto:leonardo.dominguez.1@us.af.mil

Government responses will not include offeror identification to ensure the widest distribution possible.

See the SAM.gov announcement page for the suspense date / time for any questions and / or comments for Step 1. Offerors may submit questions for all Steps (1-5) directly to the AO and AS.

2.6.7 Supplementary Information

The Government has established a Bidder’s Library to provide supplementary information deemed pertinent to this RFWP/solicitation. Documents in the Bidder’s Library are provided for reference only and if there are any conflicts or contradictions between the Bidder’s Library information and the official solicitation documents (Instructions and Evaluation criteria, RFWP, SOO, etc.) the official solicitation documents govern. The Bidder’s Library will be released with the final solicitation via SAM.gov.

To receive ARES Technical data (i.e., the “Bidders’ Library”), Offerors must be authorized to receive Controlled Unclassified Information (CUI) and must submit the following to the AO and Agreement Specialist (AS), in writing:

• A completed Bidders Library Document Request and Disclaimer Form (see Attachment 5)

• A completed and certified copy of DD Form 2345 (see Attachment 6), Militarily Critical Technical Data Agreement. Data will be granted ONLY to the individual listed in Block 3.a.

(Data Custodian) on the DD Form 2345.

Data will ONLY be provided via the GSA e-Buy Solicitation Module or the Department of Defense Secure Access File Exchange (DoD SAFE). A link must be requested through the Agreement Specialist.

The Government is not responsible or liable for Offeror issues with accessing/downloading files. For additional information regarding DD Form 2345, visit the Defense Logistics Agency Joint Certification Program homepage (http://www.dlis.dla.mil/JCP/).

SECTION 3. AGREEMENT LINE ITEMS NUMBERS (ALINS)

ALIN Title Descriptive Information

0001 ARES

Prototype

ARES Prototype Completion

The contractor shall furnish all labor, data, licenses, and materials to deliver a working prototype for the ARES solution, except for software licenses and sample data provided by the Government.

This ALIN is Firm Fixed-Priced (FFP)

This total obligated amount of the ALIN is $500,000.00.

Delivery: 120 calendar days after issuance of Notice to Proceed (NTP) and onboarding to the OpsEA sandbox, to include 90 calendar days for prototype development and 30 calendar days for test and evaluation. However, the Government reserves the right to award earlier should the testing and evaluation conclude prior to the 30 calendar days.

SECTION 4. STATEMENT OF OBJECTIVES

See Attachment 1 for the ARES Statement of Objectives (SOO).

SECTION 5. PERIOD OF PERFORMANCE

The PoP is 120 days after issuance of NTP and successful onboarding to the OpsEA sandbox environment, which includes ninety (90) calendar days for prototype development and thirty (30) calendar days for prototype test and evaluation activities. However, the Government reserves the right to award earlier should the testing and evaluation conclude prior to the 30 calendar days.

SECTION 6. DELIVERABLES

Deliverables List. Below is a list of deliverables the prototype awardees are required to provide to the Government. D01 – D05 may be delivered as part of weekly tag-ups or briefings. This list is not all encompassing. The Government has the right to modify deliverables as it deems necessary, however, the contractor shall have the right to submit a Modification request before accepting the deliverable modification. Additionally, the contractor has the right to request deliverables be removed. The Government and contractor shall work together to ensure only deliverables that are value-added to the successful completion of the project be utilized. The Prototype OT awardee shall be responsible for preparation of deliverables unless otherwise noted or negotiated. This deliverables table will be updated upon completion of negotiations for the awarded prototype OT Agreements (see Steps 2 and 3 above).

Table 2 – Deliverables Deliverable Title

D01 Transition Out Documentation (e.g., UX Documents, Conceptual Level Technical Data Package(s) to include Architecture Diagrams and API Documentation, etc.) (not evaluated) (no limit)

D02 IL4 to IL6 Plan (evaluated) (3 pages limit)

D03 Data Segregation Plan (evaluated) (5 pages limit)

D04 DDIL Plan (evaluated) (3 pages limit)

D05 Release Documentation (evaluated) (no limit)

SECTION 7. REFERENCE DOCUMENTS

• HAF/A3 TASKORD 25-39: Development of software applications within OpsEA (13 June 2025)

• HAF/A3 FRAGORD 25-39A: Development of software applications within OpsEA (3 October

2025)

• AFMAN 11-202, Volume 1: Aircrew Training

• AFMAN 11-202, Volume 2: Aircrew Standardization and Evaluation Program

• AFMAN 11-202, Volume 3: Flight Operations

• AFI 11-200: Aircrew Training, Standardization/Evaluation, and General Operations Structure

• DoDI 5000.87: Operation of the Software Acquisition Pathway (2 October 2020)

• DoD Data Strategy: Principles for data management and interoperability

• DoD Zero Trust Strategy: Security architecture requirements

• FedRAMP Requirements: For cloud service providers

SECTION 8. TERMS OF THE AGREEMENT

8.1 Excusable Delays

Except for defaults of subcontractors at any tier, the contractor shall not be in default because of any failure to perform this contract under its terms if the failure arises from causes beyond their control and without the fault or negligence of the contractor.

Examples of these causes are:

• Acts of God or of the public enemy

• Acts of the Government in either its sovereign or contractual capacity

• Fires

• Floods

• Epidemics

• Quarantine restrictions

• Strikes

• Freight embargoes and

• Unusually severe weather

In each instance, the failure to perform must be beyond control and without the fault or negligence of the contractor. “Default” includes failure to make progress in the work that endangers performance.

If the failure to perform is caused by the failure of a subcontractor at any tier to perform or make progress, and if the cause of the failure was beyond the control of both the contractor and subcontractor, and without the fault or negligence of either, the contractor shall not be deemed to be in default, unless:

• The subcontracted supplies or services were obtainable from other sources

• The AO directed the contractor in writing to purchase these supplies or services from the other source and

• The contractor failed to comply reasonably with the AO’s direction.

Upon request of the contractor, the AO shall ascertain the facts and extent of the failure. If the AO determines that any failure to perform results from one or more of the causes above, the delivery schedule shall be revised and applicable financial impacts will be provided by the contractor, subject to the rights of the Government under the termination provisions of this contract.

8.2 Termination

The Government may terminate this OT Agreement for any reason (default or convenience) by written notice, which includes electronic formats such as email, to the contractor. This notice shall be issued at least twenty (20) business days prior to Agreement termination. Upon notice of termination, unless directed otherwise by the AO, contractor shall immediately cease all activity under this agreement, to include but not limited to, stopping all work, placing no further orders for materials, services, or facilities, and terminating all subcontracts as they relate to the work terminated.

In the event of a termination of the Agreement, Government rights in intellectual property and Data produced under this agreement to the point as described in Section 9, Data and Data Rights shall continue.

Costs incurred by the contractor during or after termination for default of the Agreement are not allowable unless the AO expressly authorizes them.

Costs incurred under a termination for convenience are allowable. Within thirty (30) calendar days of the notice of termination, the Awardee shall submit a settlement proposal to the government for all costs incurred and materials delivered as of the date of termination. The amount may include the negotiated profit, if applicable, on work completed. If the contractor fails to submit the proposal within the time allowed, the AO may determine, based on information available, the amount, if any, due to the contractor because of the termination and shall pay the amount determined and this decision is final.

8.3 Breach of Agreement by the Contractor

If the contractor fails to comply with the provisions of this OT Agreement, the AO will issue a letter or notice identifying the failure.

The contractor has five (5) business days to respond to the letter or notice. The contractor shall provide the AO with a corrective action plan and timeline to correct the problem.

The AO must provide a response within five (5) business days of receiving the contractor’s corrective action plan and must either concur with the corrective action plan or provide feedback. Mutual agreement of the corrective action plan shall take no longer than fifteen (15) business days from the date the contractor responds to the AO’s initial letter.

If the contractor fails to respond or fails to correct the problem within the agreed timeline, the AO may issue a termination notice per Section 8.2.

8.4 Extending the Term

If funds are available and all parties mutually agree, the term of this OT Agreement may be extended by written agreement of the Parties.

8.5 Modifications

The Government will be responsible for formally executing all modifications to this OT Agreement. No alteration shall be binding and effective until incorporated through formal written modification by the

AO.

All Agreement modifications, except for minor or administrative corrections, shall be made by mutual agreement of the Parties. Minor or administrative Agreement corrections (e.g., changes in the paying office or appropriation data, changes to Government or the contractor personnel identified in the Agreement, or changes in funding) may be made unilaterally by the Government.

Recommendations for modification by the contractor shall be submitted in writing to the AO, and shall detail the purpose, value and technical, schedule, and financial impact of the proposed modification to the Agreement.

For Government requested modification, the contractor shall submit responses to the Government within seven (7) business days of the Government request, unless provided an extension by the Government.

The Government will review all requested modifications submitted by the contractor and approve within fifteen (15) business days via an updated modification with applicable funding and schedule adjustments, if any.

8.6 Basis of Payment

Basis of payment shall be in accordance with the negotiated terms between the contractor and the Government. The contractor shall coordinate with the AO to establish an invoicing process. See Section 22 for additional details.

8.7 Use of Funds

All Government funds are to be used for costs that a reasonable and prudent person would incur in carrying out the ARES Project. Contractors shall execute Agreement requirements delivery to align with Agreement funding.

8.8 Disputes and Liability

8.8.1 General

The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this section.

The Government recommends Dispute Resolution Procedures as stated in Section 8.9.2 of this Agreement, prior to pursuing other remedies allowed under law.

8.8.2 Dispute Resolution Procedures

Any dispute between the Parties concerning questions of fact or law arising from or in connection with this Agreement, and whether involving an alleged breach of this Agreement, may only be raised under this article.

Whenever disputes arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. The Parties agree that the notification shall not be made earlier than ten (10) business days from when the dispute arose.

Failing resolution by mutual agreement, the aggrieved Party shall notify the other Party (through the AO) in writing of the relevant facts, identifying unresolved issues, and specifying the clarification or remedy sought. The dispute will then be referred to the Division Contracting Chief and an executive of the contractor, who shall meet in good faith to resolve the dispute.

If the Division Contracting Chief and the contractor cannot resolve the dispute within ten (10) calendar days of the date the notice is received, the dispute shall be referred to the Head of Contracting Activity (HCA) and an executive of the contractor, who shall meet in good faith to resolve the dispute.

If the HCA and an executive of the contractor cannot resolve the dispute within thirty (30) business days of the date the notice is received, then either Party may pursue any remedy under the law.

Pending resolution of any such dispute by settlement or by final judgment, the Parties shall each proceed diligently with performance, unless otherwise mutually agreed, or the AO issues a Stop Work Order for this agreement.

Any modification to the Agreement resulting from the dispute resolution process will be made by the AO. No modification shall be binding and effective until incorporated through formal written bi-lateral modification to the Agreement by the AO.

8.8.3 Limitations of Damages.

Claims by the Government for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages, only up to the aggregate amount of Government funding associated with the activity under the ALIN 0001 that gave rise to the claim. Claims by the contractor for damages of any nature whatsoever pursued under this Agreement shall be limited to direct damages, only up to the aggregate amount of Government funding obligated to this Agreement and unspent as of the time the dispute arises. In no event shall either Party be liable to any other Party for consequential, punitive, special, and incidental damages or other indirect damages, whether arising in agreement (including warranty), tort (whether or not arising from the negligence of a Party) or otherwise.

8.9 Proprietary and Controlled Unclassified Information (CUI) Applicability, except as discussed below in this section, applies to information other than information provided pursuant to Section 9 – Data and Data Rights.

8.9.1 Disclosure of Information

The Government may disclose CUI to a contractor, and the contractor may disclose Proprietary Information to the Government in connection with this Agreement. Neither the Government nor contractor shall be obligated to transfer CUI or Proprietary Information independently developed by either Party to any Party under this Agreement unless required as a part of a deliverable, or to otherwise satisfy the terms and conditions of this Agreement.

The Government shall protect trade secrets of the contractor provided to a Government employee and clearly mark to identify them as subject to protection pursuant to the Trade Secrets Act, 18 U.S.C. § 1905. Upon written request of contractor, the Government will promptly return all copies of trade secret documentation provided. Upon request by the Government, the contractor shall promptly return all copies of any information provided by the Government.

In addition, contractors shall identify and mark technical information submitted to the Government in accordance with DoD Instruction 5230.24, Distribution Statements on DoD Technical Information.

For purposes of clarification, the Government does not have any obligation to protect information that:

• Is received or becomes available without restriction to the Government under this Agreement or otherwise is not clearly marked to identify it as subject to protection;

• Is or later becomes part of the public domain through no fault of the Government;

• Is developed independently by the Government without use of trade secrets of the contractor; or

• Consists solely of Government funding or expenditure information regarding execution of this Agreement.

8.9.2 Term

The obligations under this section shall continue for a period of seven (7) years after the expiration or termination of this Agreement; provided, however, that in the case of a contractor that withdraws, or is deemed to have withdrawn from the OT Agreement, the obligations with respect to trade secrets provided by such contractor to the Government shall continue only for a period of seven (7) years after the effective date of such contractor’s withdrawal.

8.9.3 Controlled Unclassified Information

During the Production phase, the contractor shall be required to treat Controlled Unclassified Information (CUI) in accordance with the applicable DD254 Contract Security Classification Specification and Section 16, Cybersecurity and Information Protection, for as long as it is in the contractor’s possession.

8.9.4 Improper Use of Markings

If there is a disagreement regarding the application of a marking on a trade secret provided by contractor, the AO may notify contractor, and the Parties shall attempt to resolve the issue(s) by discussion and mutual agreement as soon as practicable. If the Parties are unable to resolve the disagreement, the dispute shall be addressed in accordance with Section 8.9 – Disputes and Liability.

8.9.5 Third-Party Support

This Agreement is under the general program management of the Flight Ops Program Office, which has or may enter into contracts with entities, or successor(s) at the Government’s discretion, to provide Advisory and Assistance Services (A&AS), Systems Engineering and Technical Assistance (SETA), and/or Systems Engineering and Integration (SE&I), not-for-profit organizations, to include both Federally Funded Research and Development Centers (FFRDC) and University Affiliated Research Centers (UARCs). The Government will maintain nondisclosure agreements (NDAs) with all Covered Government Support Contractors and not-for-profit employees. These NDAs will protect the contractor and subcontractor data; no additional NDAs will be required between the participant and support contractors.

SECTION 9. DATA AND DATA RIGHTS

9.1 Allocation of Principal Rights.

Contractor grants to, or shall obtain for, the Government a royalty-free, world-wide, nonexclusive, irrevocable license in Data as set forth in resultant OT Agreement awards.

The contractor grants to the Government Unlimited Rights in all Data created or delivered under resultant OT Agreements (other than Commercial Software), unless otherwise specified. This data incudes, but is not limited to:

• Form, Fit, and Function Data created or delivered under this Agreement

• Corrections or changes to Data furnished to the contractor by the Government

• Data otherwise publicly available or that have been released or disclosed by the contractor or subcontractor without restrictions on further use, release, or disclosure, other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the Data to another party or the sale or transfer of some or all of a business entity or its assets to another party

• Data necessary for operation, maintenance, sustainment, installation, or training and

• Computer software documentation required to be delivered under resultant OT Agreement

Data that will be delivered, furnished, or otherwise provided to the Government for this prototype under future agreements, if applicable, in which the Government has previously obtained rights, shall be delivered, furnished, or provided with either the pre-existing rights or the rights specified in resultant Agreements, whichever is greater, or Unlimited Rights in the case where any restrictions on the Government’s rights to use, modify, reproduce, display, or disclose the data have expired or no longer apply.

If the contractor provides Commercial Software under this Agreement, such Commercial Software shall be delivered with the rights specified in the license under which it was obtained. Further, the contractor agrees that all licenses for Commercial Software shall provide all rights necessary to meet the Government’s requirements. The contractor shall ensure that no license passed on to the Government contains terms that violate Federal law.

9.2 Third-Party Copyrighted Data

The contractor shall not, without the prior, written approval of the AO, incorporate any copyrighted data in the Data to be delivered under this Agreement unless the contractor is the copyright owner or has obtained for the Government the license rights necessary to facilitate a license or licenses in the deliverable Data as set forth in this Section.

The contractor shall be responsible for affixing markings that clearly indicate the licenses granted to the Government on all Data delivered under this Agreement, including Commercial Software and Third-party copyrights Data. The Government shall have Unlimited Rights in any Data that is delivered to the Government without such markings. The Government agrees not to remove any notice of copyright prescribed by 17 U.S.C. § 401 or § 402 placed on Data and to include such notices on all reproductions of the Data.

The contractor shall retain all rights, title and interest not granted to the Government in all Data delivered, first developed, produced, or created under this Agreement.

9.3 Disclosure of Data to Covered Government Support Awardees.

The Awardee acknowledges that the Government may release or disclose Data to Covered Government Support Contractors in accordance with Section 8.9.5, Third-Party Support.

9.4 Deferred Ordering and Delivery of Technical Data or Computer Software.

In addition to technical data specified in this Agreement to be delivered hereunder, the Government may, at any time during the performance of the Agreement or within a period of three (3) years after the later of acceptance of all items (other than technical data and computer software) to be delivered under this Agreement or the termination of this Agreement, order any technical data or computer software generated in the performance of this Agreement, or any subcontract/lower-tier agreement hereunder.

When the technical data and computer software is ordered, the contractor shall only be compensated for the costs of converting the data into the prescribed form, reproduction costs, and delivery costs.

The obligation to deliver the data of a subcontractor and/or third-party and pertaining to an item obtained from the subcontractor and/or third party shall expire three (3) years after the date the contractor accepts the last delivery of that item from that subcontractor under this Agreement. The Government’s rights to use said data or computer software shall be pursuant to the rights in the Agreement. In the event that the Government seeks to order technical data or computer software under this section, the Government will seek a proposal from the contractor. Delivery shall not be complete until the Government accepts the delivery.

9.5 Rights in Government Furnished Data (GFD)

The Government shall retain its rights in the unchanged portions of any GFD provided to the contractor under the Agreement. Any rights granted to the contractor shall be clearly spelled out during the transfer of the data in writing.

9.6 Lower-Tier Agreements

The contractor shall include this Section, suitably modified to identify the Parties, in all subcontracts or lower-tier agreements, regardless of tier.

SECTION 10. FUNDING

The Government intends, subject to available funds, to provide the total available funding for the Prototype with the final Request for Prototype Proposal.

Multiple awards are anticipated under this announcement. The Government reserves the right to select all, part, or none of the proposals received, subject to the availability of funds. All potential Offerors should be aware that due to unanticipated budget fluctuations, funding in any or all areas may change with little or no notice.

SECTION 11. INSPECTION AND ACCEPTANCE

11.1 General

The Government has the right to inspect and evaluate the work performed or being performed under this Agreement, and the premises where the work is being performed, at all reasonable times and in a manner that will not unduly delay the work. If the Government performs inspection on the premises of the contractor, the contractor is required to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

11.2 Acceptance Criteria for Key Test Events

Prototype Evaluation Criteria will be provided in the forthcoming “ARES Prototype Test Plan.” See Section 24.6 for additional details.

11.3 Prototype Successful Completion

“Successful completion” is defined as complete upon the written determination of the appropriate approving official for the matter in question that efforts conducted under a Prototype OT Agreement: (1) met the key technical goals of a project; (2) satisfied success metrics incorporated into the Prototype OT Agreement; or (3) accomplished a particularly favorable or unexpected result that justifies the transition to production. Furthermore, successful completion can occur prior to the conclusion of a prototype award to allow the Government to transition any aspect of the project determined to provide utility into production while other aspects of the project have yet to be completed.

For this OT Agreement, successful completion is defined in Section 5.4, Prototype Success Definition of the ARES Statement of Objectives (SOO).

SECTION 12. GOVERNMENT FURNISHED INFORMATION (GFI)

The Government retains ownership of all GFI unless specified otherwise by the AO in writing.

If GFI received by the contractor is not in a condition suitable for its intended use, the contractor shall immediately notify the AO in writing. Upon receipt of the contractor’s notification, the AO shall advise the contractor on a course of action to remedy the problem.

The contractor shall award subcontracts and/or lower-tier agreements that clearly identify Government Information items to be provided and the extent of any restrictions or limitations on their use. The contractor shall ensure this section flows down to subcontractors/third parties.

The contractor shall ensure its subcontracts/lower-tier agreements are properly administered and reviews are periodically performed to determine the adequacy of the subcontractor’s/third-party’s information management system.

SECTION 13. OTHER APPLICABLE LAWS AND REGULATIONS

The contractor shall comply with the Title VI of the Civil Rights Act (42 U.S.C. § 2000d et. seq.).

The contractor shall comply with the Whistleblower Protection Act (see 10 U.S.C. § 2409).

The contractor shall comply with all Federal Labor Laws.

The contractor shall notify the AO if it uses or will use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services as described in Section 889 of the Fiscal Year 2019 National Defense Authorization Act.

The contractor shall comply with all applicable Federal, State, and local environmental, safety, and health laws and regulations. The contractor shall be responsible for assuring all Government Facilities procedures are followed and necessary permits for performing Projects under this Agreement are in place before performing activities requiring such permits. Any cost resulting from the failure of the contractor to perform this duty shall be borne by the contractor.

In accordance with 22 U.S.C. Chapter 78, the contractor shall comply with all Federal laws and regulations regarding Combating Trafficking in Persons.

The contractor shall comply with Federal Procurement Ethics Requirements. For the purposes of 41 U.S.C. Chapter 21 only, this agreement shall be treated as a Federal agency procurement.

The contractor must have a Unique Entity Identifier (UEI) number and be registered in the System for Award Management (SAM) to receive a Prototype Award.

The contractor shall include this section, suitably modified to identify the parties, in all subcontracts or lower-tier agreements, regardless of tier, for developmental prototype work.

SECTION 14. FACILITY REQUIREMENTS

Contractors shall assume the Government will not provide contractors with any facility space.

For the Production OT, the Government will issue a DD Form 245 with facility requirements. Because the ultimate requirement is to achieve IL-6 deployment of the ARES application, contractors shall be required to conduct activities in support of ARES at the Top Secret/Sensitive Compartmented Information (TS/SCI) level.

Additional restrictions will be annotated within the Government furnished DD Form 254.

SECTION 15. SECURITY REQUIREMENTS

During the Production phase, the contractor shall assist the Government in providing updates to the Flight Operations Program Protection Plan (PPP) as it relates to the ARES application.

The contractor shall coordinate with Government Facility and Personnel Security to ensure compliance.

SECTION 16. CYBERSECURITY AND INFORMATION PROTECTION

16.1 General.

The contractor will implement Cybersecurity and RMF implementation and compliance. This shall include compliance with:

• Trusted Systems and Networks (TSN) per DoDI 5200.44

• Committee on National Security Systems Instruction (CNSSI) No. 1253, Security Categorization and Control Selection for National Security Systems

• NIST SP 800-53 Rev 4, Security and Privacy Controls for Federal Information Systems and Organizations

16.2 Cyber Incident Reporting

The contractor shall maintain auditable logs in accordance with (IAW) Salesforce’s cybersecurity management policy and conform to the OpsEA Certificate to Field (CTF) Information Assurance (IA) requirements, aligning with OpsEA’s hardened CI/CD DevSecOps pipeline.

16.3 System Security Plan (SSP).

For the Production phase, the contractor shall provide a Security Control Traceability Matrix (SCTM), Security Assessment Plan (SAP), Risk Assessment Report, Security Assessment Report (SAR), and a Plan of Action and Milestones (POA&M). The contractor shall ensure the system’s configuration has been baselined and documented to meet the cyber requirements to include the security controls identified by the Risk Management Framework (RMF) security categorization determination (with applicable overlays) and any additional security control protection measures added to the RMF baseline by the Government program office IAW the Joint Special Access Program (SAP) Implementation Guide (JSIG); CNSSI 1253, Security Categorization and Control Selection for National Space Systems;

CNNSP 12, Cybersecurity Policy for Space Systems Used to Support National Security Systems;

Trusted Systems and Networks (TSN) per DoDI 5200.44; and NIST SP 800-53 Rev 4, Security and Privacy Controls for Federal Information Systems and Organizations.

The contractor shall obtain approval from the AO prior to utilizing cloud computing services in the performance of the agreement at any level.

The contractor shall provide appropriate security on all covered contractor information systems. To provide appropriate security, the contractor shall implement, at a minimum, the following safeguarding and information security protections:

The contractor shall adhere to cybersecurity and RMF guidance as outlined in the Compliance and Reference Documents under Section 7.

The contractor shall support development and continuous updates to achieve and maintain an ATO for all software services developed/procured under this OT Agreement.

SECTION 17. DISCLOSURE/PUBLIC RELEASE

17.1 General.

Public release of information pertaining to this Agreement shall not be made without prior approval of the AO.

17.2 Review or Approval of Information and Data for Public Release.

At least twenty (20) business days prior to the scheduled release date, the contractor shall submit to the Government a copy of the information to be released. The AO is hereby designated as the approval authority for the Government for such releases. When submitting material for written approval for open publication, the contractor shall submit a request for public release to the AO and include the following information:

• Document Information: Title, author, short plain-language description of technology discussed in the…