Draft_Award_FA8616-18-9-000X.pdf

Technology Investment Agreement between

The United States Of America

USAF/AFMC/AFLCMC

AF LIFE CYCLE MANAGEMENT CENTER

2690 LOOP RD W, AMC III, BLDG 556

WRIGHT-PATTERSON AFB OH 45433-7148

and

CAGE:

Concerning

"NEXT GENERATION ZONAL RADAR"

The Awardee shall perform a fixed-price prototype development program carried out in accordance with Attachment No. 1, Statement of Work entitled "Next Generation Zonal Radar (NGZR), Technology Maturation and Risk Reduction (TMRR) Phase" and Attachment No. 2, System Requirements Document.

The objective of the Next Generation Zonal Radar Program is to develop a diagnostic radar capability intended to identify defects, verify repairs, and assess signature confidence of the B-2. The objective of this Other Transaction Agreement ("Agreement") is to complete a Technology Maturation and Risk Reduction (TMRR) phase resulting in a radar accuracy demonstration of a system prototype. This

Agreement also includes an option to deliver an advanced system prototype and provide product support and design work leading to the completion of a Preliminary Design Review (PDR).

Agreement No.: FA8616-18-9-000X

Total Amount of the Agreement: $0.00

Government share: $0.00

Recipient share: $0.00

Authority: 10 USC 2371b, Sect. 815 of P.L. 114-92, as amended

Effective Date:

Catalog of Federal Domestic Assistance number:

Notice: See next page (Continuation) for Point of Contact Information

For For the United States of America

Name: CALE P. REEDY Title: Agreements Officer

ConWrite Version 7.0.7.66 Created 03 Jul 2018 2:41 PM

DRAFT

FA8616-18-9-000XPAGE 2 OF 40

B-2 Agreements Officer:

Cale P. Reedy Air Force Life Cycle Management Center/WWZK 2690 Loop Rd W BLDG 556 Wright-Patterson AFB, OH 45433-7148 Phone: 937-255-9499 Email: cale.reedy@us.af.mil DoDAAC: FA8616

B-2 Agreements Specialist:

Tiffany Amlin Air Force Life Cycle Management Center/WWZK 2690 Loop Rd W BLDG 556 Wright-Patterson AFB, OH 45433-7148 Phone: 937-713-6025 Email: tiffany.amlin@us.af.mil DoDAAC: FA8616

B-2 Government Program Manager:

Marc Honrath, Maj Air Force Life Cycle Management Command/WWZ 2690 Loop Rd W BLDG 556 Wright-Patterson AFB, OH 45433-7148 Phone: 937-225-6884 Email: marc.honrath.1@us.af.mil

Payment Office:

Defense Finance and Accounting Service (DFAS) Address: TBD DoDAAC: TBD

Awardee's Technical/Program Management Point of Contact:

TBD

Address: TBD Phone: TBD Email: TBD

Awardee's Administrative Point of Contact:

TBD

Address: TBD Phone: TBD Email: TBD

FA8616-18-9-000XPAGE 3 OF 40

TABLE OF CONTENTS

PART 1 ADMINISTRATIVE INFORMATION

1.010 ORDER OF PRECEDENCE

1.020 EXECUTION

1.040 GENERAL PROVISIONS

1.050 DEFINITIONS

1.055 AGREEMENT STRUCTURE

1.060 FOLLOW-ON PRODUCTION CONTRACTS OR TRANSACTIONS

PART 2 TERM

2.020 TERM OF THE AGREEMENT

2.030 TERMINATION

2.040 EXTENDING THE TERM

2.060 ADDITIONAL EFFORT/OPTION

PART 3 MANAGEMENT OF THE PROGRAM

3.010 SCOPE AND MANAGEMENT OF THE PROGRAM

3.030 MODIFICATIONS - PAYABLE MILESTONES

3.060 GOVERNMENT FURNISHED PROPERTY

3.070. INSPECTION OF PROTOTYPE DEVELOPMENT

3.090 ASSIGNMENT OF AGENCY

PART 4 FINANCIAL MATTERS

4.011 COST PRINCIPLES - COMMERCIAL

4.020 STANDARDS FOR FINANCIAL MANAGEMENT SYSTEMS - COMMERCIAL

4.041 RETENTION AND ACCESS TO RECORDS

4.050 ALLOTTED FUNDING - INCREMENTALLY FUNDED

4.060 INCREMENTAL FUNDING

4.073 OBLIGATION AND PAYMENT

4.083 COMPTROLLER GENERAL ACCESS TO RECORDS

PART 5 CLAIMS, DISPUTES AND APPEALS

5.010 CLAIMS, DISPUTES AND APPEALS

PART 6 INTELLECTUAL PROPERTY RIGHTS

6.011 EXPORT CONTROL

6.030 FOREIGN ACCESS TO TECHNOLOGY

6.050 DISCLOSURE OF INFORMATION

6.060 INTELLECTUAL PROPERTY

PART 7 TECHNICAL AND FINANCIAL REPORTING

7.000 PUBLICATION AND ACADEMIC RIGHTS

7.030 PAYABLE MILESTONE REPORTS AND INVOICES

7.050 REPORTING SUBAWARDS AND EXECUTIVE COMPENSATION

7.060 DELIVERABLES

PART 8 MISCELLANEOUS PERFORMANCE ISSUES

8.010 USING TECHNICAL INFORMATION RESOURCES

8.031 PROCUREMENT STANDARDS

8.041 CLOSEOUT

8.050 SYSTEM FOR AWARD MANAGEMENT AND UNIVERSAL IDENTIFIER

REQUIREMENTS

8.060 SECURITY REQUIREMENTS

8.070 REPRESENTATIONS AND WARRANTIES

FA8616-18-9-000XPAGE 4 OF 40

8.080 LIABILITY OF THE PARTIES

PART 9 NATIONAL POLICY MATTERS AND ASSURANCES

9.013 ASSURANCES

9.014 COMBATING TRAFFICKING IN PERSONS

9.020 U.S. FLAG AIR CARRIERS

9.050 UPDATES OF PUBLICLY AVAILABLE INFORMATION REGARDING RESPONSIBILITY

MATTERS

9.060 WHISTLEBLOWER RIGHTS

9.080 BASE SUPPORT

CONTINUATION

CONTINUATION FA8616-18-9-000X

1.010 ORDER OF PRECEDENCE (APR 2000) (TAILORED)

(a) In the event of any inconsistency between the terms of this Agreement, Agreement Officer Letters, and the language set forth in the Attachments thereto, the inconsistency shall be resolved by giving precedence in the following order:

(1) The articles in this Agreement;

(2) The attachments to this Agreement

1.020 EXECUTION (APR 2018)

This Agreement, including all attachments hereto and modifications hereof, constitutes the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised as set forth in Article 3.030, Modifications.

1.040 GENERAL PROVISIONS (APR 2018)

(a) Fees. It is understood that the Awardee is responsible for executing and administering this Agreement, which is funded by the Government. The Awardee's fee for this Agreement is addressed in Article 4.073, Obligation and Payment.

(b) Waiver. No waiver of any rights shall be effective unless assented to in writing by the other Party. The waiver of any breach or default shall not constitute a waiver of any subsequent breach or default, whether or not related to the original breach or default.

(c) Headings. The headings and subheadings used in this Agreement are intended for convenience or reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

(d) Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision, provided that no such severability shall be effective if the result of such action materially changes the economic benefit of this Agreement to the Parties.

(e) Force Majeure. No failure or omission by the Awardee in the performance of any obligation of this Agreement shall be deemed a breach of this Agreement or create any liability if the failure or omission arises from a cause beyond the control of the Parties, including, but not limited to the following: acts of God; acts of the Government in either its sovereign or contractual capacity; changes to any rules, regulations or orders issued by any Governmental authority or by any officer, department, and agency or instrumentality thereof, unless affected by modification to the agreement; fire; storm; flood; earthquake;

accident; war; rebellion; insurrection; riot; and invasion, provided that such failure or omission resulting from one of the above causes is cured as soon as is practicable.

(f) Right to Develop Independently. Nothing in this Agreement will impair any Party's right to independently acquire, license, develop or have developed, utilize or otherwise exploit information and technology with the same or similar uses or functions as the information or technology that is the subject of the Agreement.

1.050 DEFINITIONS (APR 2018)

"Agreement" or "OT" or "OTA" or "OTP" refers to this Other Transaction Agreement between the USG and the Awardee.

"Agreements Officer (AO)" is an AFLCMC warranted Agreements Officer authorized to sign and modify this Agreement on behalf of the USG.

"Article" means a term and condition of this Agreement that is identified by a number, title, and date (e.g., 3.030, Modifications (MAY 2015)). (The term "Article" is analogous to the term "clause" as used in procurement contracts.)

"Awardee" means the small business that was awarded this Agreement and is a signatory to the Agreement.

"Classified information" means any knowledge that can be communicated or any documentary material, regardless of its physical form or characteristics-

(1) That

(i) Is owned by, is produced by or for, or is under the control of the United States Government; or

(ii) Has been classified by the Department of Energy as privately generated restricted data following the procedures in 10 CFR 1045.21; and

(2) Must be protected against unauthorized disclosure according to Executive Order 12958, Classified National Security Information, April 17, 1995, or classified in accordance with the Atomic Energy Act of 1954.

"Computer database" or "database" means a collection of recorded information in a form capable of, and for the purpose of, being stored in, processed, and operated on by a computer. The term does not include computer software.

"Computer software"-

(1) Means

(i) Computer programs that comprise a series of instructions, rules, routines, or statements, regardless of the media in which recorded, that allow or cause a computer to perform a specific operation or series of operations; and

(ii) Recorded information comprising source code listings, design details, algorithms, processes, flow charts, formulas, and related material that would enable the computer program to be produced, created, or compiled.

(2) Does not include computer databases or computer software documentation.

"Computer software documentation" means owner's manuals, user's manuals, installation instructions operating instructions and other similar items, regardless of storage medium, that explain the capabilities of the computer software or provide instructions for using the software.

"Effective Date" means the date when this Agreement is signed and executed by the Agreements Officer.

"Fiscal Year" means the period commencing on October 1 and ending September 30 of the following calendar year.

"F.o.b. destination" means free on board at destination; i.e., the Awardee delivers the goods on Awardee's conveyance at destination. Unless this Agreement provides otherwise, the Awardee is responsible for the cost of shipping and risk of loss.

"F.o.b. origin" means free on board at origin; i.e., the Awardee places the goods on the conveyance.

Unless this Agreement provides otherwise, the Government is responsible for the cost of shipping and risk of loss.

"Government" or "USG" means the U.S. Government and its departments and agencies.

"Independent Research and Development (IR&D)" means the Awardee's cost that consists of research and development falling within the following areas: (1) basic research, (2) applied research, (3) development, or (4) systems and other concept formulation studies. The term does not include the costs of efforts sponsored by a grant or required in the performance of a contract or an Other Transaction Agreement. IR&D efforts shall not include technical efforts expended in developing and preparing technical data specifically to support submitting a bid and proposal this Agreement.

"May" denotes the permissive. However, the words "no person may . . ." mean that no person is required, authorized, or permitted to do the act described.

"Milestone" means a scheduled event signifying the completion of a major deliverable or a set of related deliverables. Payable milestones will represent a predetermined dollar amount in relation to performance of a particular piece of work under this Agreement.

"Must" means the imperative, (see "shall").

"Non-traditional Defense Contractor" (10 USC 2302(9)) means an entity that is not currently performing and has not performed, for at least the one-year period preceding the solicitation of sources by the Department of Defense for the procurement or transaction, any contract or subcontract for the Department of Defense that is subject to full coverage under the cost accounting standards prescribed pursuant to section 1502 of title 41 and the regulations implementing such section.

"Other Transactions for Prototype" refers to this type of Other Transaction Agreement (OTA). This type of OTA is authorized by DoD Authorization and is found in 10 U.S.C. 2371 b. Section 815 of Public Law 114-92, as amended, authorizes the use of OTAs, under the authority of 10 U.S.C. 2371, under certain circumstances for prototype projects directly relevant to enhancing the mission effectiveness of military personnel and the supporting platforms, systems, components, or materials proposed to be acquired or developed by the DoD, or to improvement of platforms, systems, components, or materials in use by the armed forces. This type of OTA is treated by DoD as an acquisition instrument, commonly referred to as an "other transaction" for a research prototype project or Section 815 "other transaction".

"Party" or "Parties" means the Government and/or the Awardee where each entity is individually or collectively identified, respectively.

"Payable Milestone" means that once a milestone has been met (see definition of "milestone"), the Government can approve payment to the Awardee of a predetermined dollar amount in relation to performance of a particular piece of work under this Other Transaction Agreement.

"Program" means the overall effort to be funded by this Agreement.

"Prototype" means a physical model used to evaluate the technical or manufacturing feasibility or military utility of a technology, process, concept, end item, or system.

"Shall" means the imperative.

"Signatory Authority" refers to the individual that has the authority to legally bind a party to this Agreement. For the purposes of this Agreement signatory authority resides in the Awardee and the AO.

"Small Business" means a small business concern as defined under Section 3 of the Small Business Act (15 USC 632). Applicable NAICS Code is 334511 with a size standard of 1,000 employees.

"Subagreement" means any agreement or contractual relationship between the Awardee and a subawardee.

"Subawardee" means a subcontractor to an awardee.

1.055 AGREEMENT STRUCTURE (MAY 2018)

This Agreement is comprised of the following line items:

Line Item 0001:

Title: Prototype Demonstration Effort Reference: Statement of Work paragraph 2.0 et seq.

Cost: ___$TBD_____ Funded by: ACRN AA in the amount of __$TBD_____

Line Item 0002:

Title: Advanced Prototyping and Initial Design Option Reference: Statement of Work paragraph 3.0 et seq.

Cost: ___$TBD_____ (if exercised) Funded by: ACRN TBD in the amount of __$TBD_____ (if exercised)

1.060 FOLLOW-ON PRODUCTION CONTRACTS OR TRANSACTIONS (APR 2018)

(a) In accordance with 10 U.S.C 2371b, this Agreement may transition to award of a follow-on production contract or transaction without the use of competitive procedures provided the following conditions are met:

(1) Competitive procedures were used in the selection of parties for participation in the initial Agreement; and

(2) Participants successfully completed the prototype project provided for in the Agreement.

2.020 TERM OF THE AGREEMENT (APR 2000) (TAILORED)

The term of this agreement is as follows:

(i) Prototype Demonstration effort: One-hundred and twenty (120) days from the effective date reflected on the award/cover page.

(ii) Advanced Prototyping and Initial Design Option (if exercised): Seventeen (17) months from the completion date of the Prototype Demonstration effort.

Articles in this Agreement which by their express terms or by necessary implication, apply for periods of time other than as specified in this article shall be given effect, notwithstanding this article.

2.030 TERMINATION (APR 2000) (TAILORED)

(a) The Agreements Officer (AO) may terminate this Agreement by written notice to the Awardee upon a finding that the Awardee has failed to comply with the material provisions of this Agreement.

(b) The AO may also unilaterally terminate performance of work under this Agreement, in whole or in part, based on a reasonable determination that the Agreement will not produce beneficial results commensurate with the expenditure of resources. The Government may terminate this Agreement, in whole or in part, if the AO determines that a termination is in the Government's interest. The AO shall terminate by delivering to the Awardee a Notice of Termination specifying the extent of termination and the effective date.

(c) After receipt of a Notice of Termination, and except as directed by the AO, the Awardee shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

(i) Stop work and direct subawardees to stop work as specified in the notice.

(ii) Place no further orders for materials, services, or facilities (referred to as orders in this article), except as necessary to complete the continued portion of this Agreement.

(iii) Terminate all orders to the extent they relate to the work terminated.

(iv) With approval or ratification to the extent required by the AO, settle all outstanding liabilities and termination settlement proposals arising from the termination of orders; the approval or ratification will be final for purposes of this article.

(v) As directed by the AO, obtain from the subawardee under the terminated portion of the Agreement a transfer of title to the following, where applicable, and deliver to the Government: The fabricated or unfabricated parts, work in process, completed work, supplies, other material produced or acquired for the work terminated, completed or partially completed plans, drawings, information, and other property that, if the order had been completed, would have been required to be furnished to the Government.

(vi) Complete performance of any work not terminated, if applicable.

(vii) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of the property related to this Agreement that is in the possession of the Awardee and subawardees in which the Government has or may acquire an interest.

(viii) Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred to under Article 3.060, Government Furnished Property; provided, however, that the Awardee (A) is not required to extend credit to any purchaser, and (B) may arrange for the subawardees who were performing the terminated work to acquire the property under the conditions prescribed by, and at prices approved by the AO. The proceeds of any transfer or disposition of property will be applied to reduce any payments to be made by the Government under the Agreement. The terms of Articles regarding Disputes, Confidential Information, Patent Rights, Data Rights, and Liability of the Parties shall survive any termination of the Agreement.

(d) Termination Costs. The Government and the Awardee will negotiate in good faith an equitable reimbursement for work performed toward accomplishment of program goals. The Government will allow full credit for the Government share of the obligations properly incurred by the Awardee prior to termination. Costs incurred by the Awardee or the subawardees during a suspension or after termination are not allowable unless the Agreements Officer expressly authorizes them in either the notices of suspension, termination, or subsequent notice. Other costs incurred during a suspension or after termination which are necessary and reasonably unavoidable are allowable if:

(i) The costs result from obligations which were properly incurred by the Awardee before the effective date of the suspension or termination, are not in anticipation of it, and in the case of a termination, are noncancellable; and

(ii) The costs would be allowable if the Agreement was not suspended or the award expired normally at the end of the funding period in which the termination takes effect.

(e) Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article 5.010, Claims, Disputes and Appeals.

(f) If this Agreement is incrementally funded, it may be terminated in the absence of additional government funding as set forth in the article entitled "Incremental Funding."

(g) In the event of a termination of this Agreement, it is agreed that data as defined in Article 6.060, Intellectual Property, and as developed under this Agreement, shall be disposed of in accordance with the provisions set forth in Article 6.060, Intellectual Property.

(h) Payment shall be made up to the last completed/accepted payable milestone. Failure of the Parties to agree to a reasonable adjustment will be resolved pursuant to the provision of Article 5.010, Claims, Disputes and Appeals.

(i) In the event of a termination of this Agreement, the Government shall have a paid-up Government purpose license in any subject invention, copyright work, computer software and data made or developed under this Agreement and to other inventions, copyright work, data and computer software in accordance with Article 6.060, Intellectual Property.

2.040 EXTENDING THE TERM (APR 2000) (TAILORED)

If the parties agree, the term of this agreement may be extended if funds are available. Any extension shall be formalized through issuance of a modification to this Agreement, signed by the Agreements Officer.

2.060 ADDITIONAL EFFORT/OPTION (APR 2018)

(a) Before the completion date of the current performance period, at its discretion, the Government may elect to exercise an additional effort period by issuing a unilateral modification to this agreement.

Performance of the additional effort shall be based upon the Advanced Prototype Initial Design Option (SOW paragraph 3.0 et seq), the System Requirements Document, and the following terms and conditions:

(1) The performance period for this additional effort shall be ___TBD___.

(2) The Government funding for full performance for the additional effort is: ___TBD___.

(3) The Awardee shall deliver prototypes and other deliverables in accordance with the Statement of Work (incorporated herein as Attachment No. 1 to this Agreement), the System Requirement Document (incorporated herein as Attachment No. 2 to this Agreement), and the Deliverables List (incorporated herein as Attachment No. 5 to this Agreement) funded under this Agreement. The Awardee shall submit all documentation required by Part 7, Technical and Financial Reporting.

(4) The Awardee shall accomplish the overall management, including technical, programmatic, reporting, financial, and administrative matters, of the coordinated prototype program established under this Agreement. The Awardee shall be responsible for the overall day-to-day management of the work associated with this Agreement. The Awardee and the Government will work together to resolve any identified requirements for change, as applicable. Changes to this Agreement that would result in (1) a change in the scope or the objective of the Agreement, or (2) a need for additional federal funding, must be approved by the Agreements Officer, and this Agreement must be modified in accordance with Article 3.030, Modifications, if necessary.

(5) The Awardee will establish a schedule of quarterly technical meetings, and notify the Government Program Manager of the schedule. The Government Program Manager may participate in all technical meetings. Other Government personnel, as deemed appropriate, may also participate.

(b) If the Government elects to exercise the option for the Advanced Prototype and Initial Design effort, articles of this agreement may also modified as needed.

3.010 SCOPE AND MANAGEMENT OF THE PROGRAM (JUN 2001) (TAILORED)

(a) The Government and the Awardee are bound to each other by a duty of good faith and best effort to achieve the goals of this agreement.

(b) The Awardee shall submit deliverables in accordance with the Statement of Work (incorporated herein as Attachment No. 1 to this Agreement), the System Requirement Document (incorporated herein as Attachment No. 2 to this Agreement), and the Deliverables List (incorporated herein as Attachment No. 5 to this Agreement) funded under this Agreement. The Awardee shall submit all documentation required by Part 7, Technical and Financial Reporting.

(c) The Awardee shall accomplish the overall management, including technical, programmatic, reporting, financial, and administrative matters of the program established under this Agreement. The Awardee shall be responsible for the overall day-to-day management of the work associated with this Agreement. The Awardee and the Government will work together to resolve any identified requirements for change, as applicable. Changes to this Agreement that would result in (1) a change in the scope or the objective of the Agreement, or (2) a need for additional federal funding, must be approved by the Agreements Officer, and this Agreement must be modified in accordance with Article 3.030, Modifications, if necessary.

3.030 MODIFICATIONS - PAYABLE MILESTONES (JUN 2001) (TAILORED)

(a) As a result of scheduled meetings, reviews, or at any time during the term of this Agreement, progress or results may indicate that a change in this Agreement's scope, objectives, or term would be beneficial to Program objectives. Modifications to this Agreement may be proposed by either Party. Awardee recommendations for any modifications to this Agreement, including justifications to support any changes to the Statement of Work, and/or the payable milestones, shall be submitted by the Awardee in writing to the Agreements Officer with a copy to the Government Program Manager. The Awardee's recommendation shall detail the technical, chronological, and financial impact of the proposed modification to the program. The Government Program Manager will be responsible for the review and verification of any recommendations to revise or otherwise modify this Agreement. Changes are effective only after this Agreement has been modified by the Awardee and the Agreements Officer. Only the Agreements Officer has the authority to act on behalf of the Government to modify this Agreement.

(b) The Agreements Officer may unilaterally issue minor or administrative written modifications to this Agreement, e.g., changes in the paying office or appropriation data, or changes to Government personnel identified in this Agreement. For such modifications, no signature is required by the Awardee. The Government and the Awardee shall approve and execute in writing all other modifications to this Agreement.

(c) The Government is not obligated to pay for additional or revised payable milestones until the Schedule of Payable Milestones (Attachment No. 8 to this Agreement) is formally modified by the Agreements Officer and made part of this Agreement.

(d) Equitable Adjustments. If any unilateral change to this Agreement causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Agreement, the AO shall make an equitable adjustment in the price, the delivery schedule, or both, and shall modify this Agreement. However, the Awardee must assert its right to an adjustment under this article within 30 days from the date of receipt of the change. If the AO decides that the facts justify it, the AO may act upon an assertion submitted before final payment of this Agreement. If the Awardee's proposal includes the cost of property made obsolete or excess by the change, the AO shall have the right to prescribe the manner of the disposition of the property. Failure to agree to any adjustment shall be a dispute under Article 5.010, Claims, Disputes and Appeals. However, nothing in this article shall excuse the Awardee from proceeding with this Agreement as changed.

3.060 GOVERNMENT FURNISHED PROPERTY (APR 2000) (TAILORED)

NOTE: No Government Furnished Property (GFP) is anticipated at this time, and there is a low probability that any will be required or provided; however, in the event that GFP is determined by the Government to be in its best interest, this article will apply to any such GFP. Additional articles governing GFP will be incorporated if/when GFP is added to the Agreement.

(a) In the event the Government determines that it is in the Government's best interest to provide Government-Furnished Property (GFP) (excluding data, information, intellectual property and software) to the Awardee for use in performance of this Agreement, the Government will list the item(s) of property as an attachment to this Agreement. GFP will be furnished f.o.b. destination, unless otherwise stated by the Agreements Officer.

(b) Upon completion of this Agreement, the Awardee shall obtain disposition instructions from the Agreements Officer.

(c) Any rent-free use of Government-owned property already in the Awardee or Subawardee's possession and accountable under another Government agreement or contract shall be listed below. The Awardee must obtain approval from the Government office that owns the property and provide documentation to the AO showing that it is authorized to use the property in the performance of this Agreement on a rent-free, noninterference basis. The property will be made available during the periods set forth below. "Noninterference" means that use of the Government property on this effort will not interfere with the performance of the agreement or contract under which the property is accountable.

PROPERTY PERIODS OF AVAILABILITY

(insert list of property)

Identified under TBD Agreement/Contract No. ________________

(insert applicable agreement or contract number)

3.070. INSPECTION OF PROTOTYPE DEVELOPMENT (APR 2018)

(a) 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 or evaluation on the premises of the Awardee or a Subawardee, the Awardee shall furnish and shall require Subawardees to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(b) The Government will provide inspection and acceptance of deliverable items under this Agreement at Destination, unless otherwise specified by the Agreements Officer.

3.090 ASSIGNMENT OF AGENCY (APR 2018)

(a) Assignment. Neither this Agreement nor any rights or obligations of the Awardee shall be assigned or otherwise transferred without the prior written consent of the Government.

(b) The Parties recognize that the Awardee is to execute and administer this Agreement. The Awardee's CAGE Code, DUNS number, and SAM registration will be used for issuance and execution of this Agreement.

4.011 COST PRINCIPLES - COMMERCIAL (APR 2000) (TAILORED)

Federal funds shall be used only for costs that:

(a) A reasonable and prudent person would incur, in carrying out the project contemplated by this agreement; and

(b) Are consistent with the purposes stated in the governing Congressional authorizations and appropriations.

4.020 STANDARDS FOR FINANCIAL MANAGEMENT SYSTEMS - COMMERCIAL (AUG 2001)

(TAILORED)

(a) The Awardee shall maintain adequate records to account for the control and expenditure of Federal funds received under this agreement.

(b) The Awardee shall establish and maintain accounting systems that:

(1) Comply with Generally Accepted Accounting Principles.

(2) Control and properly document all cash receipts and disbursements.

4.041 RETENTION AND ACCESS TO RECORDS (APR 2000) (TAILORED)

(a) Awardee's financial records, supporting documents, statistical records, and all other records pertinent to this Agreement shall be retained and access to them permitted for a period not to exceed three years after expiration of the term of this Agreement unless one of the following applies:

(1) If any litigation, claim, or audit is started before the expiration of the 3-year period, the records shall be retained until all litigation, claims or audit findings involving the records have been resolved and final action taken.

(2) Records for real property and equipment acquired with Federal funds shall be retained for 3 years after final disposition.

(3) When records are transferred to or maintained by the DoD Component that made the award, the 3-year retention requirement is not applicable to the Awardee.

(b) If the information described is maintained on a computer, the Awardee shall retain the computer data on a reliable medium for the time period prescribed. The Awardee may transfer computer data in machine readable form from one reliable computer medium to another. The Awardee's computer data retention and transfer procedures shall maintain the integrity, reliability, and security of the original computer data. The Awardee shall also maintain an audit trail describing the data transfer.

(c) The Agreements Officer may request that the Awardee transfer certain records to DoD component custody when he or she determines that the records possess long term retention value. The Awardee shall comply with the request unless it can state why such records should not be transferred.

Disputes shall be handled in accordance with Article 5.010, Claims, Disputes, and Appeals.

4.050 ALLOTTED FUNDING - INCREMENTALLY FUNDED (OCT 2001)

The following funds are allotted to this agreement:

ACRN FUND CITATION(S) AMOUNT

AA $0.00

57 83600 XX8 XXXX XXXXXX XXXXXX XXXXX XXXXXX

Descriptive Data:

Provided as a sample Line of Accounting

PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS:

This is a multiple funded agreement and additional ACRNs will be assigned and payment instructions revised when new accounting classifications are available. Pay in the following order up to the limit specified for each ACRN:

ACRN AMOUNT

4.060 INCREMENTAL FUNDING (APR 2000) (TAILORED)

(a) Only $__TBD___ is allotted and currently available for payment. In no event is the Government obligated to reimburse the Awardee for expenditures in excess of the total funds allotted by the Government. The Government anticipates that from time to time additional amounts will be allotted to this agreement by unilateral modification, until the agreement is fully funded.

(b) The parties agree that if additional funds are not allotted, this agreement may be terminated.

The Awardee is not obligated to continue performance or otherwise incur costs in excess of the amount then allotted by the Government to the agreement plus the Awardee's corresponding share, until the agreements officer notifies the Awardee in writing that the amount allotted by the Government has been increased and specifies an increased amount, which shall then constitute the total amount allotted by the Government to this agreement. When and to the extent that the amount allotted by the Government to the agreement is increased, any costs the Awardee incurs before the increase that are in excess of the amount previously allotted by the Government to the agreement plus the Awardee's corresponding share, shall be allowable to the same extent as if incurred afterward, unless the agreements officer issues a termination or other notice and directs that the increase is solely to cover termination or other specified expenses.

4.073 OBLIGATION AND PAYMENT (APR 2018)

(a) Obligation. Except as specified in Article 5.010, Claims, Disputes and Appeals, the Government's liability to make payments to the Awardee is limited only to those funds obligated under this Agreement or by modification to this Agreement. The Government may provide incremental funding at the discretion of the AO. If modification becomes necessary in performance of the Agreement, pursuant to Article 3.030, Modifications, of this Agreement, the AO and the Awardee shall establish and execute a revised Schedule of Payable Milestones (Attachment No. 2) consistent with the current plan.

(b) Payment. Payments will be made in accordance with the Schedule of Payable Milestones at Attachment No. 2 via Wide Area WorkFlow (WAWF) (see Attachment No. 4 to this Agreement) and the procedures in this Article.

(c) Accounting System Requirements. Prior to the submission of invoices, the Awardee shall maintain an accounting system that records funding and payments by the Government. The Awardee shall ensure that appropriate arrangements have been made for receiving, distributing, and accounting for Federal funds under this Agreement. Consistent with this stipulation, an acceptable accounting system will be one in which all cash receipts and disbursements are controlled and documented properly.

(d) Payable Milestones.

(1) Attachment No. 8, Schedule of Milestone Payments, shall include the applicable negotiated Line Items and Payable Milestones. Payments will be made in accordance with this article and will be based on the completed milestone. The Awardee shall submit a copy of the invoice to the Government Program Manager for payment approval via the Wide Area Work Flow (WAWF) system, according to the guidelines set forth in Attachment No. 7, Wide Area Work Flow Instructions. Payments will be made by the Defense Finance and Accounting Service (DFAS) office shown on the Continuation page of this Agreement.

(2) This is a Firm-Fixed Priced (FFP) type agreement, which is to be used to account for the Awardee's performance under this Agreement. The firm fixed price will be charged and paid IAW the Payable Milestone schedule and invoices submitted by the Awardee. The Awardee's fee is __TBD__% applied to the total price of the Agreement, less Cost of Money (if applicable) and fee.

(e) Electronic Fund Transfer. The Awardee must initiate enrollment of the Awardee in EFT by contacting the paying office (DFAS) shown on the Continuation page of this Agreement and requesting Form SF 3881, Automated Clearing House (ACH) Vendor/Miscellaneous Payment Enrollment Plan. This form must be completed by the Awardee and the Awardee 's financial institution, and returned to the paying office.

The paying office will complete the process and notify the Awardee that EFT enrollment is complete. All payments under this Agreement will be held until the Awardee provides the required EFT enrollment information. The CAGE Code and DUNS number for the Awardee are as follows: CAGE Code: __TBD__;

DUNS number: __TBD__. Registration in SAM is mandatory.

(f) Financial Records and Reports Involving Cost Sharing. In addition to the records required by Articles 4.020, Standards For Financial Management Systems - Commercial, and 4.041, Retention and Access to Records, the Awardee shall maintain adequate records to account for all funding provided under this Agreement, should cost-sharing procedures be implemented for funding of the Agreement. The Awardee shall ensure that the relevant financial records are available and subject to examination or audit on behalf of Government for a period not to exceed three years after final payment. The AO or designee shall have direct access to sufficient records and information of the Awardee 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. Any audit required during the course of the program may be conducted by the Government using Government auditors or, at the request of the Awardee, by the Awardee's external CPA accounting firm at the expense of the Awardee. Use of external auditors will not prevent Government audits of same.

(g) Receipt of Payment. In accordance with this Article, the Awardee will receive funds from the Government for the Awardee's efforts and deposit such funds in a deposit account opened by the Awardee.

(h) Pre-Project Award Cost Authorizations. Any costs incurred prior to the execution of this Agreement will be the sole responsibility of the Awardee and will not be used as the basis of a claim against or construed as an obligation to the Government.

4.083 COMPTROLLER GENERAL ACCESS TO RECORDS (APR 2018)

(a) The Comptroller General of the United States, in the discretion of the Comptroller General, shall have access to and the right to examine records of any party to this Agreement or any entity that participates in the performance of this Agreement that directly pertain to, and involve transactions relating to, this Agreement.

(b) Excepted from the Comptroller General access requirement is any party to this Agreement or any entity that participates in the performance of this Agreement, or any subordinate element of such party or entity, that, in the year prior to the date of this Agreement, has not entered into any other contract, grant, cooperative agreement, or "other transaction" agreement that provides for audit access to its records by a Government entity.

(c)(1) The right provided to the Comptroller General is limited as provided in subparagraph (b) in the case of a party to this Agreement, any entity that participates in the performance of this Agreement, or a subordinate element of that party or entity if the only cooperative agreements or "other transactions" that the party, entity, or subordinate element entered into with Government entities in the year prior to the date of that agreement are cooperative agreements or transactions that were entered into under 10 U.S.C.

2371, Section 845 of Pub.L. 103-160 (10 U.S.C. 2371 note), or Section 815 of Pub. L 114-92.

(2) The only records of a party, other entity, or subordinate element referred to in subparagraph (a) that the Comptroller General may examine in the exercise of the right referred to in that subparagraph are records of the same type as the records that the Government has had the right to examine under the audit access clauses/articles of the previous agreements or transactions referred to in such subparagraph that were entered into by that particular party, entity, or subordinate element.

(d) This article shall not be construed to require any party or entity, or any subordinate element of such party or entity that participates in the performance of this Agreement, to create or maintain any record that is not otherwise maintained in the ordinary course of business or pursuant to a provision of law.

(e) The Comptroller General shall have access to the records described in this article until three years after the date the final payment is made by the United States under this Agreement.

(f) The Awardee shall flow down this article to any entity that participates in the performance of this Agreement.

5.010 CLAIMS, DISPUTES AND APPEALS (JUN 2001) (TAILORED)

(a) General. Parties shall communicate with one another in good faith and in a timely and cooperative manner when raising issues under this article. The Department of Defense's policy is to try to resolve all issues concerning agreements by mutual agreement at the Agreements Officer's level.

(b) Alternative Dispute Resolution (ADR): A mutually agreeable form of ADR may be utilized at any time to facilitate resolution of issues submitted under this article. ADR procedures are any voluntary means used to resolve issues in controversy without resorting to formal administrative appeals or litigation. ADR procedures may be initiated in lieu of submission of a written claim to the Agreements Officer or an appeal to the B-2 System Program Manager, or at any appropriate time during a dispute.

(c) Claims Resolution Process.

(1) Awardee Claims: 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. Failing resolution by mutual agreement, the Awardee may submit to the Agreements Officer, in writing, the relevant facts, including all data that supports the claim, identifying unresolved issues and specifying the clarification or remedy sought. Within 60 days of receipt of the written claim or issue in dispute, the Agreements Officer shall either:

(i) Prepare a written decision on the issue, including the basis for the decision, or

(ii) Notify the Awardee of a specific date when he or she will render a written decision, if more time is required to do so. The notice will include the reason for delaying the decision.

(2) Government Claims: Government claims against the Awardee shall be the subject of a written decision by the Agreements Officer.

(3) Appeals: In the event the Awardee decides to appeal the decision of the Agreements Officer, they must do so within 90 days of receipt of the decision. The appeal must be submitted, in writing, to the B-2 System Program Manager, who shall conduct a review of the matter and render a decision in writing within 30 days of receipt of the written appeal. The B-2 System Program Manager, AFLCMC/WWZ, may conduct such review personally, through a designee, and/or in coordination with the Awardee's president or appointed designee. Any such decision is not subject to further administrative review and shall be final and binding.

(4) Non-exclusivity of Remedies. Nothing in this article is intended to limit the Government's or the Awardee's right to any remedy under the law.

6.011 EXPORT CONTROL (APR 2018)

(a) Access to the technology developed under this Agreement by foreign firms, institutions, or individuals shall be controlled by the Awardee under applicable U.S. export control laws.

(b) Export Control. Information subject to Export Control Laws/International Traffic in Arms Regulation (ITAR): Public Law 90-629, « Arms Export Control Act, » as amended (22 U.S.C. 2751 et. seq.) requires that all unclassified technical data with military application may not be exported lawfully without an approval, authorization, or license under EO 12470 or the Arms Export Control Act and that such data require an approval, authorization, or license under EO 12470 or the Arms Export Control Act. For purposes of making this determination, the Military Critical Techniques List (MCTL) shall be used as general guidance. All documents determined to contain export controlled technical data shall be marked with the following notice:

WARNING- this document contains technical data whose export is restricted by the Arms Export Control Act (Title 22, U.S.C., and Sec 2751, et seq.) or the Export Administration Act of 1979, as amended, Title 50, U.S.C., App. 2401 et seq. Violations of these export laws are subject to severe criminal penalties. Disseminate in accordance with provision of DOD Directive 5230.25.

(c) Flowdown. The Awardee shall include this Article, suitably modified to identify all parties, in all lower-tier agreements. This Article shall, in turn, be included in all forms of lower-tier agreements, regardless of tier.

6.030 FOREIGN ACCESS TO TECHNOLOGY (APR 2000) (TAILORED)

(a) Definitions

"Foreign firm or institution" means 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.

"Know-how" means 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.

"Technology" means 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, mask works, and copyrights developed under this Agreement.

(b) General. The Parties agree that research findings and technology developments arising under this Agreement may constitute a significant enhancement to the national defense, and to the economic vitality of the United States. Nothing contained in this article is intended to change or supersede the provisions of the International Traffic in Arms Regulation (22 CFR pt. 120 et seq), the DoD Industrial Security Regulation (DoD 5220.22-R) and the Department of Commerce Export Regulation (15 CFR pt. 730 et seq). In this context, the interests of the United States Government are served by both acquiring commercial technology produced by commercial means in a global economy and by having Government employees and Government contractors apply data and technology developed under this Agreement strictly for Government purposes.

(c) Restrictions on Sale or Transfer of Technology to Foreign Firms or Institutions.

(1) In order to promote the national security interests of the United States and to effectuate the policies that underlie the regulations cited above, the procedures stated in subparagraphs (c)(2), (c)(3) and (c)(4) below shall apply to any transfer of Technology. For purposes of this paragraph, a transfer includes a sale of the company, and sales or licensing of Technology. Transfers do not include:

(i) sales of products or components, or

(ii) licenses of software or documentation related to sales of products or components, or

(iii) transfer to foreign subsidiaries of the Awardee (Awardee participants) for purposes related to this Agreement, or

(iv) transfer which provides access to Technology to a foreign firm or institution which is an approved source of supply or source for the conduct of research under this Agreement, provided that such transfer shall be limited to that necessary to allow the firm or institution to perform its approved role under this Agreement.

(2) The Awardee shall provide timely notice to the Government of any proposed transfer from the Awardee, Subawardees, or Awardee member entity of Technology developed under this Agreement to foreign firms or institutions. If the Government determines that the transfer may have adverse consequences to the national security interests of the United States, the Awardee and the Government shall jointly endeavor to find alternatives to the proposed transfer which obviate or mitigate potential adverse consequences of the transfer but…