Attachment No 1 ARTICLES.pdf

ENTERPRISE PROTOTYPE INITIATIVE

CONSORTIUM (EPIC) ARTICLES

Solicitation: FA8750269R001

Attachment No. 1

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ARTICLES

Contents

ARTICLE 1: SCOPE OF THE AGREEMENT

ARTICLE 2: TERM

ARTICLE 3: MANAGEMENT OF THE AGREEMENT

ARTICLE 4: OBLIGATION AND PAYMENT

ARTICLE 5: DISPUTES

ARTICLE 6: PATENT RIGHTS:

ARTICLE 7: DATA RIGHTS

ARTICLE 8: FOREIGN ACCESS TO TECHNOLOGY

ARTICLE 9: FOLLOW-ON PRODUCTION CONTRACTS OR OTHER TRANSACTIONS

ARTICLE 10: TITLE TO AND DISPOSITION OF PROPERTY

ARTICLE 11: CIVIL RIGHTS ACT

ARTICLE 12: SECURITY REQUIREMENTS

ARTICLE 13: PUBLIC RELEASE OR DISSEMINATION OF INFORMATION

ARTICLE 14: ORDER OF PRECEDENCE

ARTICLE 15: EXECUTION

ARTICLE 16: CYBERSECURITY AND INFORMATION PROTECTION

ARTICLE 17: SAFEGUARDING COVERED DEFENSE INFORMATION AND CYCBER INCIDENT

REPORTING AND ACCESS FOR NIST ASSESSMENT

ARTICLE 18: DECENTRALIZED ORDERING PROCEDURES

ARTICLE 19: INDEMNITY

ARTICLE 20: PROHIBITION ON CONTRACTING FOR CERTAIN TELECOMMUNICATIONS AND

VIDEO SURVEILLANCE SERVICES OR EQUIPMENT

ARTICLE 21: SUPPLY CHAIN RISK

ARTICLE 22: SYSTEM FOR AWARD MANAGEMENT

ARTICLE 23: SURVIVING ARTICLES/PROVISIONS

ARTICLE 24: CLOSEOUT PROCESS

ARTICLE 25: CLOUD COMPUTING SERVICES

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ARTICLE 26: PROHIBITION ON THE ACQUISITION OF COVERED DEFENSE

TELECOMMUNICATIONS EQUIPMENT OR SERVICES

ARTICLE 27: PROHIBITION ON A BYTEDANCE COVERED APPLICATION

ARTICLE 28: PROHIBITION ON CONTRACTING FOR HARDWARE, SOFTWARE, AND

SERVICES DEVELOPED OR PROVIDED BY KASPERSKY LAB AND OTHER COVERED

ENTITIES

ARTICLE 29: PROHIBITION ON ACQUISITION OF CERTAIN ITEMS FROM COMMUNIST

CHINESE MILITARY COMPANIES

ARTICLE 30: LIMITATIONS ON THE USE OR DISCLOSURE OF THIRD-PARTY CONTRACTOR

REPORTED CYBER INCIDENT INFORMATION

ARTICLE 31: INFORMATION REGARDING NON-US CITIZENS ASSIGNED TO THIS PROJECT

ARTICLE 32: COMPLIANCE WITH THE CYBERSECURITY MATURITY MODEL CERTIFICATION

LEVEL REQUIREMENTS

ARTICLE 33: BASE SUPPORT

ARTICLE 34: EXPORT-CONTROLLED ITEMS

ARTICLE 35: VISIT REQUESTS

ARTICLE 36: INTELLIGENCE OR INTELLIGENCE RELATED ACTIVITES

ARTICLE 37: CONTRACTOR COUNTERFEIT ELECTRONIC PART DETECTION AND

AVOIDANCE SYSTEM

ARTICLE 38: SOURCES OF ELECTRONIC PARTS

ARTICLE 39: DUTY-FREE ENTRY

ARTICLE 40: LIMITATIONS ON GOVERNMENT’S OBLIGATIONS

ARTICLE 41: F.O.B. DESTINATION

ARTICLE 42: PROCUREMENT STANDARDS

ARTICLE 43: CONSORTIUM ADMINISTRATION

ARTICLE 44: SPACE OR FLIGHT TESTING AND EVALUATIONS

ARTICLE 45: COST SHARING

ARTICLE 46: ORGANIZATIONAL AND OTHER CONFLICTS OF INTEREST

ARTICLE 47: SECURITY PROHIBITIONS AND EXCLUSIONS

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ARTICLE 1: SCOPE OF THE AGREEMENT

A. Background

The Air Force Research Laboratory, Information & Spectrum Warfare (AFRL/RF) has awarded two (2) previous Other Transaction Agreements (OTAs), Open Systems Acquisition Initiative (OSAI) and OTAFI (Open Technology and Agility For Innovation) both which were Other Transaction for Prototypes (OTPs). These efforts were focused on producing prototypes in command, control, communications and cyber, intelligence, surveillance, and reconnaissance (C4ISR) technological focus areas that increased the efficiency and capabilities of information systems proposed to be acquired or developed by the Department of War (DoW). These OTA projects utilized numerous vendors to include Non-traditional Defense Contractors (NTDCs), small businesses, nonprofit organizations, and commercial firms. Majority of projects that have been awarded are led by NTDCs with others including significant NTDC participation. These OTA projects have met the Department of the Air Force (DAF) goals of development, test, measurement, demonstration, integration, and delivery of prototypes related to Command, Control, Communications, Computing, Intelligence, and Cyber (C4I&C) information sharing information systems. AFRL/RF is now seeking to leverage its expertise in utilizing Other Transaction (OT) consortiums to facilitate the expansion of this innovative vehicle across the entirety of AFRL Enterprise operations.

B. Scope

a. This Agreement is an other transaction pursuant to 10 U.S.C. §4022. The principal purpose of this Agreement is the development, testing, evaluation, measurement, demonstration, integration, delivery of prototypes, acquisition of test articles, recurring Operational Test and Evaluation (OT&E), and procurement of prototypes and technologies spanning the full breadth of AFRL mission sets, including those that may emerge and evolve during the period of performance.

b. The Recipient shall be responsible for performance of the work set forth in the Statement of Work (SOW) incorporated in this Agreement as Attachment No. 1. The Recipient shall submit or otherwise provide all documentation required by this Agreement, including Attachment No. 3, ADRLs.

c. The deliverables for this Agreement shall be specified in each individual Project Level Order(s) and Project Level Agreement, and are anticipated to include any or all of the following:

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1. Prototype tools, hardware, software and code;

2. Reports (identification of all reports required for individual projects will be included in the specific Request for White Paper (RFWP) or Request for Project Proposal (RFPP) for each project, as appropriate);

3. Documentation required for integration and Assessment & Authorization prior to fielding of prototypes, such as Interface Control Documents, Test Plans, Test Reports, User/Admin Guide, and others as identified by the Government.

4. The Government does not retain privity of sub-agreements between the Recipient and Project Level Performer and should treat paragraph (c) as a requirement for lower tier agreements.

C. Goals/Objectives

a. The goal(s) of this Agreement is/are outlined in the Statement of Work (SOW) incorporated in this Agreement as Attachment No. 1.

b. The Government will have continuous involvement with the Recipient. The

Government will obtain access to Program results and rights in patents and data pursuant to Articles 6 and 7. The Government and the Recipient are bound to each other by a duty of good faith in achieving the Program objectives.

D. Definitions

In this Agreement, the following definitions apply:

AFRL: Air Force Research Laboratory

Agreement Administration Office(r) (AAO): The Government office(r) responsible for any administration of this Agreement.

Agreement or OTA: The body of this Other Transaction Agreement and all Attachments, which are expressly incorporated in and made a part of the Agreement.

Agreements Officer (AO): The AFRL warranted Agreements Officer authorized to sign and modify this Agreement on behalf of the Government.

Agreements Officer’s Representative (AOR): An individual designated and authorized in writing by the Agreements Officer to perform specific technical or administrative functions. At the Government's discretion, multiple AORs may be designated in writing at either the Agreement level or on a per-project basis. The term "AFRL AOR" refers to the AOR shown on the Continuation Pages of this Agreement.

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American Security Drone Act-covered foreign entity: an entity included on a list that the Federal Acquisition Security Council (FASC) develops and maintains and publishes in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of Pub.

L. 118-31, 41 U.S.C. 3901 note prec.).

Covered article, as defined in 41 U.S.C. 4713(k), means:

(1) Information technology, as defined in 40 U.S.C. 11101, including cloud computing services of all types;

(2) Telecommunications equipment or telecommunications service, as those terms are defined in section 3 of the Communications Act of 1934 (47 U.S.C. 153);

(3) The processing of information on a Federal or non-Federal information system, subject to the requirements of the Controlled Unclassified Information program (see 32 CFR part 2002); or

(4) Hardware, systems, devices, software, or services that include embedded or incidental information technology. Data: Recorded information, regardless of form or method of recording, which includes but is not limited to, technical data, software, maskworks and trade secrets. The term does not include financial, administrative, cost, pricing or management information and does not include subject inventions, included in Article 7.

FASCSA order: any of the following orders issued under the Federal Acquisition Supply Chain Security Act (FASCSA) requiring removing covered articles from executive agency information systems or excluding one or more named sources or named covered articles from executive agency procurement actions, as described in 41 CFR 201- 1.303(d) and (e):

(1) The Secretary of Homeland Security may issue FASCSA orders that apply to civilian agencies, to the extent not covered by paragraph (2) or (3) of this definition. This type of FASCSA order may be referred to as a Department of Homeland Security (DHS) FASCSA order.

(2) The Secretary of Defense may issue FASCSA orders that apply to the Department of Defense (DoD), also referenced as the Department of War (DoW) and national security systems other than sensitive compartmented information systems. This type of FASCSA order may be referred to as a DoW FASCSA order.

(3) The Director of National Intelligence (DNI) may issue FASCSA orders that apply to the intelligence community and sensitive compartmented information systems, to the extent not covered by paragraph (2) of this definition. This type of FASCSA order may be referred to as a DNI FASCSA order.

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F.o.b destination: Free on board at destination; i.e., the Recipient or PLP delivers the goods on Recipient’s or PLP’s conveyance at destination. Unless this Agreement or a PLO provides otherwise, the Recipient or PLP is responsible for the cost of shipping and risk of loss.

F.o.b origin: Free on board at origin; i.e., the Recipient or PLP places the goods on the conveyance. Unless this Agreement or a PLO provides otherwise, the Government or consignee is responsible for the cost of shipping and risk of loss.

Foreign Firm or Institution: A firm or institution organized or existing under the laws of a country other than the United States, its territories, or possessions. The term includes, for purposes of this Agreement, any agency or instrumentality of a foreign government;

and firms, institutions or business organizations which are owned or substantially controlled by foreign governments, firms, institutions, or individuals.

Government: The United States of America, as represented by the USAF.

Government Purpose Rights: The rights to use, duplicate, or disclose Data, in whole or in part and in any manner, for Government purposes only, and to have or permit others to do so for Government purposes only.

Information technology, as defined in 40 U.S.C. 11101(6):

(1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, switching, interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a company under a contract or transaction with the executive agency that requires the use—

(i) Of that equipment; or

(ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product;

(2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the central processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but

(3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract or transaction.

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Intelligence community, as defined by 50 U.S.C. 3003(4), means the following:

(1) The Office of the Director of National Intelligence;

(2) The Central Intelligence Agency;

(3) The National Security Agency;

(4) The Defense Intelligence Agency;

(5) The National Geospatial-Intelligence Agency;

(6) The National Reconnaissance Office;

(7) Other offices within the Department of Defense for the collection of specialized national intelligence through reconnaissance programs;

(8) The intelligence elements of the Army, the Navy, the Air Force, the Marine Corps, the Coast Guard, the Federal Bureau of Investigation, the Drug Enforcement Administration, and the Department of Energy;

(9) The Bureau of Intelligence and Research of the Department of State;

(10) The Office of Intelligence and Analysis of the Department of the Treasury;

(11) The Office of Intelligence and Analysis of the Department of Homeland Security; or

(12) Such other elements of any department or agency as may be designated by the President, or designated jointly by the Director of National Intelligence and the head of the department or agency concerned, as an element of the intelligence community.

Invention: Any invention or discovery which is or may be patentable or otherwise protectable under Title 35 of the United States Code.

Kaspersky Lab-covered article means any hardware, software, or service that—

(1) Is developed or provided by a Kaspersky Lab-covered entity;

(2) Includes any hardware, software, or service developed or provided in whole or in part by a Kaspersky Lab-covered entity; or

(3) Contains components using any hardware or software developed in whole or in part by a Kaspersky Lab-covered entity.

Kaspersky Lab-covered entity means—

(1) Kaspersky Lab;

(2) Any successor entity to Kaspersky Lab, including any change in name, e.g., “Kaspersky”;

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(3) Any entity that controls, is controlled by, or is under common control with Kaspersky Lab; or

(4) Any entity of which Kaspersky Lab has a majority ownership.

Know-How: All information including, but not limited to discoveries, formulas, materials, inventions, processes, ideas, approaches, concepts, techniques, methods, software, programs, documentation, procedures, firmware, hardware, technical data, specifications, devices, apparatus and machines.

Made: Relates to any invention means the conception or first actual reduction to practice of such invention.

Milestone: A scheduled event signifying the completion of a major deliverable or a set of related deliverables. This approved payable milestone will represent a predetermined dollar amount in relation to performance of a particular project under this Agreement.

Mission Thread: A requirement and/or scenario identified by the Government with regards to technologies sought relating to the Statement of Work at Attachment No. 1 to this Agreement.

National security system, as defined in 44 U.S.C. 3552: any information system (including any telecommunications system) used or operated by an agency or by a contractor of an agency, or other organization on behalf of an agency—

(1) The function, operation, or use of which involves intelligence activities; involves cryptologic activities related to national security; involves command and control of military forces; involves equipment that is an integral part of a weapon or weapons system; or is critical to the direct fulfillment of military or intelligence missions, but does not include a system that is to be used for routine administrative and business applications (including payroll, finance, logistics, and personnel management applications); or

(2) Is protected at all times by procedures established for information that have been specifically authorized under criteria established by an Executive order or an Act of Congress to be kept classified in the interest of national defense or foreign policy.

Ordering Agreements Officer (OAO): The Agreements Officer issuing the Project Level Order on behalf of the AFRL Organization maintaining the requirement.

Ordering Agreements Officer Representative (OAOR): The individual designated and authorized in writing by the Ordering Agreements Officer to perform specific technical or administrative functions for Project Level Orders. At the Government's discretion, multiple OAORs may be designated in writing at the Project Level Order.

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OT Lead: The entity identified on the cover page of this Agreement. Also referred to as the Recipient or the Consortium Manager (CM).

Party: Includes the Government (represented by the USAF), and/or the Recipient, or the Project Level Performer, or all.

Payable Milestone: Once a milestone has been met (see definition of “milestone”), the Government can approve payment to the Recipient or a predetermined dollar amount in relation to performance of a particular project under this Other Transaction Agreement.

Practical application: To manufacture, in the case of a composition of product; to practice, in the case of a process or method, or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is capable of being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Program: The overall effort to be funded by this Agreement, including all constituent projects.

Prohibited unmanned aircraft system: an unmanned aircraft system manufactured or assembled by an American Security Drone Act—covered foreign entity.

Project: A research activity proposed by the Project Level Performer and selected by the Government for award under this Agreement.

Project Level Agreement (PLA) : the agreement for a project between the Recipient and the Project Level Performer for the performance of the effort by Recipient member entity(ies) or a team of the Recipient member entities whose project is selected by the Government for funding, and it establishes the scope of work, terms and conditions for the PLP(s) performance and payment, as directed by the Government in accordance with the Government Project Level Order.

Project-Level Order (PLO): The Government document(s) issued to the Recipient reflecting the Government's decision to fund all or part of a selected project submitted by the Recipient in response to a Request for White Paper (RFWP) or Request for Project Proposal (RFPP) and processed in accordance with the process described in the Processes and Practices for EPIC, Attachment No. 4. The PLO shall establish, among other things, the Statement of Work for the individual project, milestones and milestone payments, unique terms and conditions specific to the project, period of performance, allotted funding, and any unique payment terms and conditions. PLOs may be issued in

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 11 response to Proposals requested in response to proposals received under the White Paper/Proposal process. Each PLO will have a unique 13-digit identifier assigned

Project Level Performer (PLP): The Recipients' member entity(ies) or team of member entities issued a Project Level Agreement by the Recipient for a Government-selected project to be funded under this Agreement.

Property: Any tangible personal property other than property actually consumed during the execution of work under this agreement. For purposes of this article, "property" does not include the deliverable which is the (insert deliverable(s)).

Recipient: The organization or consortium that was awarded this Agreement and is represented by the OT Lead.

Recipient Member Entity: The Non-traditional and Traditional Defense Contractors, including small and large businesses, for-profit and nonprofit entities, and academic research institutions that are signatories to the Consortium Membership Agreement.

Sensitive compartmented information: classified information concerning or derived from intelligence sources, methods, or analytical processes, which is required to be handled within formal access control systems established by the Director of National Intelligence.

Sensitive compartmented information system: a national security system authorized to process or store sensitive compartmented information.

Sponsoring Agency Point of Contact (POC): This is the point of contact for the requirements owner agency.

Source: a non-Federal supplier, or potential supplier, of products or services, at any tier.

Sub-agreement: Any agreement or contractual relationship between the Recipient and a PLP or lower tier project performer (e.g., a PLA).

Subject Invention: Any invention conceived or first actually reduced to practice in the performance of work under this Agreement.

Subrecipient: Includes an entity performing work pursuant to a PLO to include lower tier project performers. Additionally, this term includes any entity with which the OT Lead issues a PLA in order to acquire supplies or services needed to carry out its function as described in the Statement of Work of this Agreement.

Subsidiary: an entity in which more than 50 percent of the entity is owned directly by a parent corporation or through another subsidiary of a parent corporation.

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Technology: Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

Unlimited Rights: Rights to use, duplicate, release, or disclose, Data in whole or in part, in any manner and for any purposes whatsoever, and to have or permit others to do so.

Unmanned aircraft: an aircraft that is operated without the possibility of direct human intervention from within or on the aircraft (49 U.S.C. 44801(11)).

Unmanned aircraft system: an unmanned aircraft and associated elements (including communication links and the components that control the unmanned aircraft) that are required for the operator to operate safely and efficiently in the national airspace system (49 U.S.C. 44801(12))

Vendor: All prospective Project Level Performers regardless of consortium membership.

Vendors, however, must become a Recipient Member Entity in order to become a PLP under this Agreement.

ARTICLE 2: TERM

A. Term of this Agreement

a. All prototypes to be furnished under this Agreement shall be ordered by issuance of PLOs by a warranted OAO. The Project Ordering Period for this Agreement is 120 months from the effective date reflected on this Agreement. The period of performance end date of the Project level Order (PLO), shall not to exceed twenty-four (24) months after the ordering period has ended.

b. A PLO is considered "issued" when

i. If sent electronically, the Government either

1. Posts a copy of the PLO to a Government document access system (i.e. DoD Safe), and notice is sent to the Recipient; or

2. Distributes the PLO via email to the Recipient 's email address.

c. The Recipient shall honor all PLOs, unless that PLO (or PLOs) is returned to the OAO or Ordering Agreements Specialist within seven (7) days after issuance, with written notice stating the Recipient’s intent not to perform the prototype project and the reasons. Upon receiving this notice, the Government may acquire the prototype project from another source.

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d. Provisions of this Agreement, which, by their express terms or by necessary implication, apply for periods of time other than specified herein, shall be given effect, notwithstanding this Article.

e. All Project Level Orders are subject to the articles and regulations as set forth in this Agreement. In the event of a conflict between a Project Level Order and this Agreement, this Agreement shall control.

B. Termination Provisions

a. The Government may terminate this Agreement and any subsequent Project

Level Order(s) issued by written notice to the Recipient, provided that such written notice is preceded by consultation between the Parties. The Recipient may request Agreement termination or Project Level Order(s) Termination by giving the Government sixty (60) days written notification of their intent to do so. If the Recipient requests termination of this Agreement or Project Level Order(s), the Government may, at its discretion, agree to terminate. The Government and the Recipient should negotiate in good faith a reasonable and timely adjustment of all outstanding issues between the Parties as a result of termination, which may include non-cancelable commitments. In the event of a termination of the Agreement or Project Level Order(s), the Government shall have paid-up rights in Data as described in Article 7, Data Rights. Failure of the Parties to agree to terminate or an equitable adjustment shall be resolved pursuant to Article 5, Disputes.

C. Extending the Term

a. The Parties may extend by mutual written agreement the term of this

Agreement if funding availability and research opportunities reasonably warrant. Any extension shall be formalized through modification of the Agreement by the Agreements Officer (AO).

b. The term of the Project Level Awards issued under this Agreement may be extended if funds are available and prototype development opportunities reasonably warrant. Any extension shall be formalized through issuance of a modification to the Project Level Order, signed by the OAO.

D. Options

a. The OAO may include Options in PLOs when it is in the Government’s best interest.

b. The PLO shall specify limits on the purchase of additional supplies or service, or the overall duration of the term of the order including any extension.

c. The PLO shall state the period within which the option may be exercised.

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d. In awarding the PLO -

i. The OAO shall evaluate proposals for any option quantities or periods.

ii. The OAO shall negotiate an option quantities or periods at the time of the basic PLO award.

e. When exercising an option, the OAO shall provide written notice to the Recipient within the time period specified in the PLO.

f. The OAO may exercise options only after determining that –

i. Funds are available:

ii. The requirement covered by the option fulfills an existing Government need;

iii. The exercise of the option is the most advantageous method of fulfilling the Government’s need, price and other factors considered;

iv. The PLPs performance on the PLO has been acceptable

g. Before exercising an option, the OAO shall make a written determination for the file that exercise is in accordance with the terms of the option and this Article.

E. Stop-Work Order

a. The AO/OAO may, at any time, by written order to the Recipient, require the

Recipient/Project Level Performer to stop all, or any part, of the work called for by this Agreement or any resulting PLOs for a period of 90 days after the stop-work order is delivered to the Recipient and for any period to which the parties may agree. Upon receipt of the stop-work order, the Recipient/Project Level Performer shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the stop-work order during the period of work stoppage. Within a period of 90 days after a stop-work order is delivered to the Recipient/Project Level Performer, or within any extension of that period to which the parties shall have agreed, the AO/OAO shall either-

i. Cancel the stop-work order; or

ii. Terminate the work covered by the stop-work order as provided in paragraph (B) of this article

b. If a stop-work order issued under this article is canceled or the period of the stop -work order or any extension thereof expires, the Recipient/Project Level Performer shall resume work. The AO/OAO shall consider an equitable adjustment in the delivery schedule or agreement price, or both, and the agreement shall be modified, in writing, accordingly.

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c. If a stop-work order is not canceled and the work covered by the stop-work order is terminated, the AO/OAO shall allow reasonable costs resulting from the stop-work order in arriving at the termination settlement.

d. The Recipient/Project Level Performer shall insert the substance of this Article, including this paragraph (d), in all sub agreements or lower tier agreements, regardless of tier.

ARTICLE 3: MANAGEMENT OF THE AGREEMENT

A. Management and Program Structure

a. The Recipient shall be responsible for the overall technical and program management of the Program, and technical planning and execution shall remain with the Project Level Performer. The OAOR shall provide recommendations to Program developments and technical collaboration and be responsible for the review and verification of the deliverables.

b. The Recipient shall operate according to the terms and conditions of its Consortium Membership Agreement (CMA).

c. The Recipient shall deliver prototypes in accordance with the Statement of Work Attachment No.1 and each Project-Level Order funded under this Agreement.

d. The Recipient shall accomplish the overall management, including technical, programmatic, reporting, financial and administrative matters, of the coordinated prototype program established under this Agreement. The Recipient shall be responsible for the overall day-to-day management of Government-selected projects and all Project Level Agreements issued by the Recipient under this Agreement.

e. The Recipient and AFRL AOR will work together to resolve any identified requirements for change to the IDV Agreement, as applicable. Changes to this Agreement or any resulting PLOs that would result in (1) a change in the scope or the objective of the project or Agreement, or (2) a need for additional federal funding, must be approved by the cognizant OAO, and must be modified in accordance with Article 3, MANAGEMENT OF THE AGREEMENT (D) Modifications, if necessary.

B. Program Management Planning Process

a. Program planning will consist of an Annual Program Plan prepared by the performers, with input and review by the Government, containing the detailed schedule of research activities and milestones. The Annual Program

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Plan will consolidate adjustments in the research schedule, including revisions/modification to milestones. The Performer will submit periodic technical status and business status reports, in accordance with Attachment No. 3, ADRLs in order to update the Government on Performer’s performance under the Agreement.

C. Roles and Responsibilities

a. The roles and responsibilities of the Government, Recipient, and Project

Level Performers are outlined in Attachment No. 4, "Recommended Processes and Practices for EPIC." Revisions to this Attachment of this Agreement may be proposed by either party to this Agreement and incorporated through a modification, in accordance with Article 3, MANAGEMENT OF THE AGREEMENT (D) Modifications.

D. Modifications

a. As a result of meetings, annual reviews, or at any time during the term of the

Agreement, research progress or results may indicate that a change in the SOW and the Line Items and Payments as outlined in the Agreement or Project Level Order, would be beneficial to program objectives.

Recommendations for modifications, including justifications to support any changes to the SOW and the Milestones and Payments as outlined in the Agreement or a Project Level Order, shall be submitted by the Recipient in writing to the cognizant AOR or OAOR with a copy to the cognizant AO or OAO. This documentation shall detail the technical, chronological, and financial impact of the proposed modification. The cognizant AO or OAO and the Recipient shall approve any modifications. The Government is not obligated to pay for additional or revised milestones until the Milestones and Payments as outlined in a Project Level Order (see Article 4) is formally revised by the OAO and made part of the Project Level Agreement.

b. With regard to projects the Government determines to fund under this Agreement, any Recipient or PLP's recommendations for modifications, including justifications to support any changes to the funded project(s), will follow the same process as outlined within this section (D) MODIFICATIONS for the individual Project Level Order. The Recipient shall modify Project Level Agreement(s) in the event of any such modifications or changes to the PLO are made.

c. The OAOR shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Statement of Work, Milestones and Payments as outlined in a Project Level Order other proposed

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 17 changes to the terms and conditions of PLOs. The AOR shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Statement of Work or other proposed changes to the terms and conditions of this Agreement.

d. For minor or administrative Agreement modifications (e.g. changes in the paying office or appropriation data, changes to Government or the Recipient’s personnel identified in the Agreement, etc.) no signature is required by the Recipient.

e. The OAO will be responsible for affecting all modifications of PLOs. The AO will be responsible for effecting all modifications of this Agreement.

ARTICLE 4: OBLIGATION AND PAYMENT

A. Obligation

a. The Government’s liability to make payments to the Recipient is limited to only those funds obligated under each individual Project level Order. The Government may obligate funds to the PLO incrementally.

b. If modification becomes necessary in performance of a PLO, pursuant to Article 3, Paragraph D, the OAO and the Recipient Administrator shall execute a revised schedule as shown in the LINE ITEM section of the PLO.

B. Funding Information

a. Payment instructions for multiple accounting classification citations: The

PLOs are multiple funded orders and additional Accounting Classification Reference Numbers (ACRNs) will be assigned and payment instructions revised when new accounting classifications are available. The payment office must make payment in sequential ACRN order within the award, exhausting all funds in the previous ACRN before paying from the next ACRN using the following sequential order: alpha/alpha; alpha/numeric;

numeric/alpha; and numeric/numeric ACRN sequence unless otherwise specified in the award-specific terms and conditions.

b. The OAOs will include the above in each PLO that contain multiple accounting classification citations.

C. Payments

a. The Recipient and Project Level Performers has an established, and agrees to maintain an established, accounting system which complies with Generally Accepted Accounting Principles (GAAP),the requirements of this Agreement and PLOs, and shall ensure that appropriate arrangements have been made

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 18 for receiving, distributing and accounting for Federal funds. An acceptable accounting system is one in which all cash receipts and disbursements are controlled and documented properly.

b. The Project Level Performer shall document the accomplishments of each milestone by submitting or otherwise providing the Milestones Report required by each Project Level Order Milestone and Payments, Part D. After written verification of the accomplishment of the milestone by the OAOR, and approval by the OAOR, the Performer will submit their invoice through Wide Area Work Flow (WAWF), as detailed in this Article. Payments shall be made in the amounts set forth in Article 4, provided the OAOR has verified the accomplishment of the milestone/deliverable. It is recognized that the accounting of current expenditures reported in the “Status Report” submitted in accordance with the Attachment No. 3 is not necessarily intended or required to match the milestone/deliverable until submission of the Final Report; however, milestone/deliverable shall be revised during the course of the program to reflect current and revised projected expenditures.

c. Government funds shall be maintained in an interest-bearing account prior to disbursement. This account shall not be in United States Treasury Notes.

Any interest earned shall be remitted annually to the AO, or designee.

Interest payments shall be made payable to the United States Treasury.

Interest amounts less than Two-hundred Fifty Dollars ($250.00) per year may be retained by the Recipient and/or Project Level Performer for administrative expenses.

d. Limitation of Funds: In no case shall the Government’s financial liability exceed the amount obligated under this Agreement and PLOs.

e. Payments will be made by the Defense Finance and Accounting Services office, as indicated below, within thirty (30) calendar days of an accepted invoice in WAWF. WAWF is a secure web-based system for electronic invoicing, receipt and acceptance. The WAWF application enables electronic form submission of invoices, government inspection, and acceptance documents in order to support DoW’s goal of moving to a paperless acquisition process. Authorized DoW users are notified of pending actions by e-mail and are presented with a collection of documents required to process the contracting or financial action. It uses Public Key Infrastructure (PKI) to electronically bind the digital signature to provide non-reputable proof that the user electronically signed the document with the contents. Benefits include online access and full spectrum view of document status, minimized re-keying and improving data accuracy, Attachment No. 1 ARTICLES FA8750269R001 P a g e | 19 eliminating unmatched disbursements and making all documentation required for payment easily accessible.

f. The Recipient is required to utilize the Wide Area WorkFlow system when processing receiving report/invoice under this Agreement. Prior to submitting a receiving report/invoice, and through final payment, the Recipient and Project Level Performer shall (1) be registered in the System for Award Management (SAM) database at https://www.sam.gov/SAM/ and ensure an Electronic Business Point of Contact is designated, and (2) the Recipient must be registered to use WAWF at the https://piee.eb.mil site. Step by Step procedures to register are available at the https://piee.eb.mil site.

i. The Recipient must deliver all items (prototypes, software, reports, etc.) associated with the payable milestone to the Government prior to submitting a receiving report/invoice in WAWF.

ii. The Recipient shall use the following information when submitting payment requests and receiving reports in WAWF for this Agreement:

1. Document type. The Recipient shall submit payment requests using the following document type(s):

a. For cost-type line items, including labor-hour or time-and-materials, submit a Non-Procurement Instruments (NPI) Voucher.

b. For fixed price line items:

i. That require shipment of a deliverable, submit the invoice and receiving report specified by the Agreements Officer.

COMBINATION

ii. For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Agreements Officer.

N/A

c. For customary progress payments based on costs incurred, submit a progress payment request.

d. For performance based payments, submit a performance based payment request.

e. For commercial item financing, submit a commercial item financing request.

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 20

2. Document routing. The Recipient shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC (insert DFAS DoDAAC)

Issue By DoDAAC (insert DoDAAC from Block 7 of cover page of PLO)

Admin DoDAAC (insert Admin DoDAAC)

Inspect By DoDAAC insert DoDAAC from Block 7 of cover page of PLO)

Ship To Code insert DoDAAC from Block 7 of cover page of PLO)

Ship From Code N/A

Mark For Code insert DoDAAC from Block 7 of cover page of PLO)

Service Approver (DoDAAC) (insert Admin DoDAAC)

Service Acceptor (DoDAAC) insert DoDAAC from Block 7 of cover page of PLO)

Accept at Other DoDAAC N/A

LPO DoDAAC N/A

DCAA Auditor DoDAAC (Use Toolbar on WAWF Screen Titled "Find DoDAAC in Audit Office Locator" to find applicable code)

Other DoDAAC(s) N/A

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 21

g. The following guidance is provided for invoicing processed under this Agreement through WAWF:

i. The OAOR identified on each respective PLO issued, shall continue to formally inspect and accept the deliverables/milestones. To the maximum extent practicable, the OAOR shall review the deliverable(s)/milestone report(s) and either: 1) provide a written notice of rejection to the Recipient which includes feedback regarding deficiencies requiring correction, or 2) written notice of acceptance to the OAOR and OAO.

ii. Acceptance within the WAWF system shall be performed by the OAOR upon receipt of a confirmation email, or other form of transmittal, from the Recipient.

iii. The Recipient shall send an email notice to the OAOR associated with the individual PLO awarded and upload the OAOR approval as an attachment upon submission of an invoice in WAWF (this can be done from within WAWF).

iv. The Recipient agrees, when entering invoices entered in WAWF to utilize the agreement line item number (ALIN) and accounting classification reference number (ACRN) associated with each milestone. The description of the ALIN shall include reference to the associated milestone number along with other necessary descriptive information. The Recipient agrees that the Government may reject invoices not submitted in accordance with this provision.

v. The Recipient may obtain clarification regarding invoicing in WAWF from the following Agreement activity’s WAWF point of contact.

WAWF, Ogden Help Desk, E-Mail: disa.global.servicedesk.mbx.eb-ticket-requests@mail.mil, Phone: 1-866-618-5988 / 1-801-605-7095

vi. Concurrent with or subsequent to the delivery of the final updated technical report the final receiving report may be submitted to WAWF.

1. DO NOT ATTACH TECHNICAL REPORTS TO WAWF

DOCUMENTS. However, you may attach financial information supporting your voucher or documents supporting inspection and acceptance.

2. Payment information may be accessed using the DFAS website at http://www.dod.mil/dfas under MyInvoice. Your agreement number or invoice will be required to check status of your payment.

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 22

vii. Please add the following email addresses of the OAOR and Technical Division Business Office for processing to documents created in WAWF: (Insert e-mail addresses of individual OAOR as identified on each PLO) These are email addresses of persons who need to see or record information.

viii. Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

ix. Note for DFAS: The Project Level Agreement shall be entered into the DFAS system by LIN – (SLIN)/ACRN as delineated within LINE ITEM section of the Project Level Agreement. The Project Level Agreement is to be paid out by LIN (SLIN)/ACRN. Payments shall be made using the LIN (SLIN)/ACRN association as delineated in the project level agreement.

D. Financial Records and Reports:

a. The Recipient shall maintain adequate records to account for all funding provided under this OTA and shall maintain adequate records to account for all funding provided under each PLO including all sources of cost share.

Upon completion or termination of this Agreement, whichever occurs earlier, the Recipient shall furnish the Final Report required by Attachment No. 3, ADRLs. The Recipient’s relevant financial records are subject to examination or audit on behalf of the USAF by the Government for a period not to exceed three (3) years after expiration of the term of this Agreement. The AO or designee shall have direct access to sufficient records and information of the Performer, to ensure full accountability for all funding under this Agreement.

Such audit, examination, or access shall be performed during business hours on business days upon prior written notice and shall be subject to the security requirements of the audited party.

b. To the extent that the total government payments under the Agreement exceed $5,000,000, the Comptroller General of the United States, in its discretion, shall have access to and the right to examine records of any party to the Agreement or any entity that participates in the performance of this Agreement that directly pertain, to and involve transactions relating to, the Agreement for a period of three (3) years after final payment is made. This requirement shall not apply with respect to any party to this Agreement or any entity that participates in the performance of the Agreement, or any subordinate element of such party or entity, that, in the year prior to the date of the Agreement, has not entered into any other contract, grant, cooperative agreement, or “other transaction” agreement that provides for audit access

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 23 to its records by a government entity in the year prior to the date of this Agreement. This paragraph only applies to any record that is created or maintained in the ordinary course of business or pursuant to a provision of law. The terms of this paragraph shall be included in all sub-agreements/contracts to the Agreement.

ARTICLE 5: DISPUTES

A. General

a. The Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues pertaining to this Agreement, and any PLOs, under this article, with the objective of resolving any misunderstanding, disagreement, claims, or disputes by mutual agreement.

The Parties agree to try to resolve all issues by mutual agreement at the AO/OAO level.

B. Dispute Resolution Procedures

a. Any disagreement, claim or dispute between the Government and the

Recipient/PLP concerning questions of fact or law arising from or in connection with this Agreement/PLO, and, whether or not involving an alleged breach of this Agreement/PLO, may be raised only under this Article.

b. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable, with the goal of settlement within three (3) months of identification of the issue. Every reasonable attempt will be made to resolve all issues at the AO/OAO level. Alternative Dispute Resolution (ADR) procedures to include, but not limited to settlement negotiations, mediation, and fact-finding, will be used to maximum extent practicable.

Whenever the Awardee submits, in writing, a claim or issue to the Government, the AO/OAO shall consider the claim or issue and, within 60 calendar days or receipt of the claim or issue in dispute, either:

i. Prepare and transmit a written decision to the Awardee, which shall include the basis for the decision, and accordingly document the Agreement file or;

ii. Notify the Awardee of a specific date when the AO/OAO will render a decision if more time is needed for response. The notice will inform the Awardee of the reason for delaying the decision.

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 24

c. In the event the Awardee decides to appeal the decision, the AO/OAO shall make every effort to encourage the Awardee to enter into ADR procedures with the AO/OAO. The ADR procedure applicable to this Agreement/PLO expressed in subparagraphs below:

i. Failing resolution by mutual agreement, the Awardee shall document the dispute, disagreement, or misunderstanding and notify the Government, through the AO/OAO or Awardee Administrator (as the case may be) in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) business days after providing notice the Awardee may, in writing, consult with an Ombudsman. An Ombudsman has been appointed to hear and facilitate resolution of concerns from offerors, potential offerors, and others for this acquisition. When requested, the Ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the Ombudsman does not affect the authority of the Program Manager, AO/OAO, AOR/OAOR, or Source Selection Official.

ii. Further the Ombudsman does not participate in the evaluation of proposals, the source selection process, or the adjudication of protests or formal contract disputes. The Ombudsman may refer the interested part to another official who can resolve the concern. If resolution cannot be made by the AO/OAO, the interested Party may contact the Ombudsman. The Ombudsman has no authority to render a decision that binds the agency. If the Awardee chooses not to participate in the dispute Resolution Procedures or does not accept the results of the Dispute Resolution Procedure, the Awardee may bring a formal claim as authorized by 28 U.S.C 1491 or other applicable statues, and pursue any right and remedy in a court of competent jurisdiction. The Parties’ attempt to resolve issues through settlement, negotiations, mediation and fact-finding shall be non-binding and without prejudice to either Party.

C. Limitation of Damages

a. Claims 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 disbursed as of the time the dispute arises. In no event shall the Government be liable for claims for consequential, punitive, special and incidental damages, claims for lost profits, or other indirect damages.

Attachment No. 1 ARTICLES FA8750269R001 P a g e | 25

ARTICLE 6: PATENT RIGHTS:

A. Allocation…