Attch_2_Terms_Conditions_Articles.pdf

Attachment 2

FA8771-18-RFS-0001

TERMS AND CONDITIONS

ARTICLES

Term of the Agreement – The Term of the Agreement is expected to be two (2) months from the effective date. The effective date is the date on which the Agreements Officer (AO) signs the fully negotiated agreement.

Agreement Payments – Payment will be made on a Fixed Price Milestone basis. Milestones are as follows:

1. Midterm Review and Draft Prototype Process (including update on use-case)

2. Final Outbrief and Final Prototype Process (including final results of use-case)

Payment of milestones is subject to Government acceptance of the milestone deliverable.

Payments will be made through the Wide-Area Workflow (WAWF) System.

Modification – As a result of meetings or progress results, there may be a need to change the Agreement’s scope, objectives, or term in order to benefit the BES mobile prototype process.

The company party to the Agreement or the Government may initiate a modification request. If the company submits the request to the Government, the technical, chronological and financial impact of the proposed modification should be included with the request. The AO will be the approving authority for all modifications.

Stop Work or Suspension of Work – The Government retains the unilateral right to stop or suspend work performance if it is in the Government’s interest to do so. The AO may direct the company party to the Agreement, in writing, to suspend, delay, or interrupt all or any part of the work for the period of time that the AO determines appropriate for the convenience of the Government. If the performance of all or any part of the work is, for an unreasonable period of time, suspended, delayed, or interrupted

1. by an act of the AO in the administration of the Agreement, or

2. by the AO’s failure to act within the time specified in the Agreement (or within a reasonable time if not specified), an adjustment shall be made for any increase in the cost of performance of the Agreement (excluding profit) necessarily caused by the unreasonable suspension, delay, or interruption, and the Agreement modified in writing accordingly. However, no adjustment shall be made for any suspension, delay, or interruption to the extent that performance would have been so suspended, delayed, or interrupted by any other cause, including the fault or negligence of the company party to the Agreement

Termination – Termination of the Agreement may occur under any of the following circumstances, or under other circumstances as negotiated by the parties to the Agreement:

1. When it is determined by the Program Manager and concurred upon by the AO that the project will not produce beneficial results commensurate with the expenditure of resources or for failure to execute the prototype process deliverables. The company party to the Agreement is authorized to submit a request for payment of costs for work performed up to the point of termination. The AO shall review the request and if he/she determines appropriate, negotiate payment of a termination settlement. Subject to the terms of the Agreement, the company party to the Agreement shall be paid a percentage of the Agreement price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges the company party to the Agreement can demonstrate to the satisfaction of the Government using its standard record keeping system, have resulted from the termination. The company party to the Agreement shall not be required to comply with the cost accounting standards or contract cost principles for this purpose. This paragraph does not give the Government any right to audit the company’s records. The company party to the Agreement shall not be paid for any work performed or costs incurred which reasonably could have been avoided.

2. When the company party to the Agreement effects a material breach of the Agreement, the AO will notify the company and allow for an opportunity to address the noncompliance prior to terminating. In the event of termination for material breach, the Government shall not be liable to the company party to the Agreement for any portion of the prototype not accepted, and the company party to the Agreement shall be liable to the Government for any and all rights and remedies provided by law.

The AO shall terminate by delivering a Notice of Termination specifying the extent of termination and the effective date.

After receipt of a Notice of Termination, and except as directed by the AO, the company party to the Agreement shall immediately stop work and direct any sub-agreement holders to stop work as specified in the notice.

Disputes – The parties to the Agreement shall communicate with one another in good faith and in a timely and cooperative manner. Any disagreement, claim or dispute between the Government and the company concerning questions of fact or law arising from or in connection with the Agreement, and whether or not involving an alleged breach of this Agreement, may be raised under this Article. 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 aggrieved Party shall document the dispute, disagreement or misunderstanding by notifying the non-aggrieved Party in writing documenting the relevant facts, identifying unresolved issues, specifying the clarification or remedy sought and documenting the rationale as to why the clarification/remedy is appropriate.

Within five (5) working days after providing notice to the non-aggrieved Party, the aggrieved Party may, in writing, request a decision by Air Force Life Cycle Management Center, Senior Center Contracting Official (SCCO) (AFLCMC/PK) and notify the non-aggrieved Party that a decision has been requested. The non-aggrieved Party may submit a written position on the matter(s) in dispute within five (5) calendar days after being notified that a decision has been requested. AFLCMC/PK will conduct a review of the matter(s) in dispute and render a decision in writing no later than five (5) calendar days after receipt of the aggrieved party’s request. Any such decision is final and binding. Following this decision, either Party may pursue any right or remedy provided by law in a court of competent jurisdiction as authorized by 28 USC 1491.

Alternatively, the Parties may agree to explore and establish an Alternate Disputes Resolution procedure to resolve the dispute.

Security – Security Requirements pertaining to Maxwell AFB and Gunter Annex include:

1. Physical Security: All personnel visiting or working on AFLCMC Gunter shall comply with base operations plans/instructions for Force Protection Conditions (FPCON) procedures, Random Antiterrorism Measures (RAMS) Operational Security (OPSEC) and local search/identification requirements. The company party to the Agreement shall safeguard all government property, including controlled forms, provided for use.

2. Internal Operating Instructions: The company party to the Agreement will adhere to the all Air Force activity Operating Instructions (OI) for internal circulation control, protection of resources and to regulate entry into Air Force controlled areas during normal, simulated and actual emergency operations to include local written OIs.

3. Traffic Laws: The company party to the Agreement and their employees shall comply with base traffic regulations set forth in AFI 31-218, Motor Vehicle Traffic Supervision and AFMAN 31-113, Installation Perimeter Access Control. Personnel in violation may be issued a Central Violations Bureau Form 1805 traffic ticket.

4. Random Installation Entry/Exit Checks: Entry/exit vehicle checks are conducted by order of the 42 Air Base Wing (ABW) Commander. These checks are conducted for the purpose of safeguarding the base and protecting government property by discovering and seizing stolen property, classified information and contraband.

Refusal to submit to an installation (entry/exit) vehicle check may result in the loss of base driving privileges, revocation of base registration, or debarment action.

5. Cellular Phone Operation Policy: The use of cellular phones while operating a motorized vehicle is prohibited on Maxwell-Gunter. Although discouraged, drivers are authorized to use devices, e.g. ear bud or ear boom, which allows their cellular phone to be operated hands-free. The device must not cover both ears. This policy applies to everyone driving on Maxwell-Gunter AFB. Personnel in violation may be issued a Central Violations Bureau Form 1805 traffic ticket.

6. Operation Security (OPSEC). The company party to the Agreement will comply with installation and organizational OPSEC requirements in accordance with Air Force Instruction (AFI) 10-701 and applicable supplements.

7. Weapons:

a. Firearm and Ammunition: Transporting weapons or ammunition, concealed or otherwise, IS NOT permitted by any non-law enforcement personnel on Maxwell AFB/Gunter Annex at any time regardless of state issued concealed weapons permits. Violations may result in criminal prosecution under the applicable federal laws.

b. Illegal Weapons: The below weapons are considered illegal, unless specifically authorized by competent authority, and are prohibited on Maxwell AFB/Gunter Annex. Violations may result in criminal prosecution under the applicable federal laws.

i. Switchblade knives or knives with any type of automatic blade release.

ii. An incendiary/explosive weapon (e.g., grenades, flash bangs)

iii. Fireworks

iv. Homemade mortars, aka "tennis ball launchers" or similar devices.

Debarment or Suspension - The Government suspends or debars companies to protect the Government’s interests. A company party to the Agreement shall not enter into a sub-agreement for performance of efforts pertaining to this prototype with a company debarred, suspended, or proposed for debarment by any executive agency unless there is a compelling reason to do so.

A corporate officer or a designee of the company party to the Agreement shall notify the AO, in writing, before entering into a sub-agreement with a party that is debarred, suspended, or proposed for debarment. The notice must include the following:

1. The name of the company who will have a sub-agreement.

2. The compelling reason(s) for doing business with the company.

3. How the company party to the Agreement will protect the Government’s interests

4. Include this requirement in any sub-agreement

Prohibition - Inverted Domestic Corporations -

An “Inverted domestic corporation” means a foreign incorporated entity that meets the definition of an inverted domestic corporation under 6 U.S.C. 395(b), applied in accordance with the rules and definitions of 6 U.S.C. 395(c).

“Subsidiary” means an entity in which more than 50 percent of the entity is owned—

1. Directly by a parent corporation; or

2. Through another subsidiary of a parent corporation.

If the company party to the Agreement reorganizes as an inverted domestic corporation or becomes a subsidiary of an inverted domestic corporation at any time during the period of performance, the Government may be prohibited from paying for activities performed after the date when it becomes an inverted domestic corporation or subsidiary. The Government may seek any available remedies in the event the company party to the Agreement fails to perform in accordance with the terms and conditions of the Agreement as a result of Government action under this article.

In the event the company party to the Agreement becomes either an inverted domestic corporation, or a subsidiary of an inverted domestic corporation during the period of performance, the company party to the Agreement shall give written notice to the Agreements Officer within five (5) business days from the date of the inversion event.

Patent Indemnity – The company party to the Agreement shall indemnify the Government and its officers, employees and agents against liability, including costs, for actual or alleged direct or contributory infringement of, or inducement to infringe, any United States or foreign patent, trademark or copyright, arising out of the performance of this Agreement, provided the company party to the Agreement is reasonably notified of such claims and proceedings.

Data Rights – The Government has unlimited rights to use, modify, reproduce, perform, display, relase, or disclose any data provided in the prototype or any supplemental documentation in whole or in part, in any manner, or for any purpose whatsoever, or to have or authorize others to do so.

Taxes – The Agreement price includes all applicable Federal, State, and local taxes and duties.