MP RFI 24RMP01 Amend 01 Attach 1 Special Reqts Escrow Account Data Pkg.docx

Manpack Recompete RFI W15P7T-24-R-MP01, Amendment 01:

Appendix IAttachment 1, Special Requirements for Escrow Account Data Package Page PAGE \* MERGEFORMAT 1 Appendix Attachment I1: Special Requirements for Escrow Account Data Package

I-1 Overview.

In the event that the Government elects to order CLIN 1101 - Firm Fixed Price CLIN for Technical Data Escrow Account, the contractor shall assemble and submit for review and inspection by the Government, an Escrow Account Data Package (EADP). The EADP shall be placed in an Escrow Account, and a contractor-identified, government-approved independent third-party agent shall hold and manage the Escrow Account. The intent of the EADP is to ensure that in the event the Contractor ceases necessary Leader Radio sustainment support, the Government can continue sustainment support of the Leader Radio organically or via a contracted vendor upon release of requisite EADP products from the Escrow Account to PdM HMS.

If the Government elects to order CLIN 1101 - Firm Fixed Price CLIN for Technical Data Escrow Account, then the Contractor shall continue to maintain and update the EADP in the Escrow Account until the end of the effective period of the contract (to include any delivery orders and their delivery periods). Deposited EADP products will be independently validated by the third-party Escrow Account agent prior to acceptance.

If ordered by the Government, the Contractor shall establish and maintain (including bear the cost) of an escrow account containing a complete set of Contractor Intellectual Property (IP) necessary for Leader Radio sustainment support.

I-2 Escrow Account Data Package (EADP) Scope.

The EADP shall contain all versions of IP that reflect all fielded versions of the Leader Radio. The Contractor shall clearly organize and mark the technical data and software to enable the Government (or a skilled manufacturer) to ascertain what fielded version of the of the Leader Radio product is depicted in the technical data. Changes approved under the Contractor's configuration management program shall be applied to the data in the Escrow Account upon Government approval of same.

The EADP shall include all IP necessary for the production of Leader Radio Core Depot Line Replaceable Units (LRUs), depot level test equipment provided in Phases 1 through 3, and Leader Radio SW source code identified in the EADP. The IP provided shall be to a level of definition sufficient to enable a competent manufacturer to produce and maintain quality control of items to the degree that physical and performance characteristics interchangeable with those of the original design are obtained without resorting to additional product design effort, additional certification testing, NSA/JTIC recertification efforts, additional design data, or recourse to the original design activity. Source code shall contain the executable software, score code, source files, and software support information including “as built” design information and compilation, build, and release notes.

The EADP products shall be documented IAW CDRL R016 - Technical Report-Study/Services: Escrow Account Index-Manufacturing and shall be submitted to the Third-Party vendor to support EADP verification activities. Additionally, at a minimum the EADP shall include the following data:

a. Level (3) Product Level TDP – RT, Amplifier, Mount (IAW CDRL R039 - Technical Data Package)

b. Level (3) Product Level TDP - Depot Level Test Equipment (IAW CDRL R039 - Technical Data Package)

c. Source Code – Core Depot LRUs (IAW CDRL R040 - Computer Software Product: Source Code)

d. Source Code – Depot Level Test Equipment (IAW CDRL R040 - Computer Software Product: Source Code)

I-3 Trigger Events.

The Contractor shall deliver technical data contained in the Escrow Account to the Government if one of the following triggering events occurs:

a. The Contractor ceases to provide sustainment support for the LR.

b. The Contractor ceases to offer RTs, ancillary components, Core Depot Line Replaceable Units (LRUs), or depot level test equipment provided in Phases 1 through 3 for the LR to the Government; or

c. The Contractor ceases to provide spare parts and/or technical support in accordance with negotiated P3 agreements that adversely impact Government maintenance and repair activities, to include Contractor actions to limit or cease Government access to technical data and software to effectively perform required maintenance and repair activities, or for any Core Depot LRU version or variant.

d. The Contractor bankrupts.

Examples of events that would not trigger a release of technical data contained in the Escrow Account:

a. The Contractor replaces a component or subcomponent with a suitable substitute that is backwards compatible with all versions of the 2-Channel Leader Radio previously delivered under this contract.

b. The Contractor’s business unit is absorbed by another business unit within the company, or the Contractor is acquired by another business entity, but the Contractor continues to support the 2-Channel Leader Radio; or

c. The Contractor debuts a new version of the 2-Channel Leader Radio after the effective period of this contract but continues to support all of the versions of the LR product delivered during this contract.

The Contractor’s obligation to keep the EADP in the Escrow Account survives after the end of the effective period of the contract or the termination of the contract. In addition, the Contractor’s obligation to deliver the technical data, if one of the above events occurs, survives after the end of the effective period of the contract or the termination of the contract.

In the event that the Contractor ceases to offer to sell all Leader Radio spare/repair parts (or ceases to sell the total 2-Channel Leader Radio product), the Contractor shall deliver all of the technical data (contained in the Escrow Account). In the event the Contractor ceases to offer a component or subcomponent without a suitable backwards compatible replacement/substitute, the Contractor shall deliver all of the technical data (contained in the Escrow Account) that relate to the component or subcomponent.

In the event that the Contractor ceases to offer to sell only specific Leader Radio spare/repair parts (as opposed to ALL Leader Radio Program spare/repair parts), the Contractor shall only deliver the technical data (contained in the Escrow Account) that is needed to enable a competent manufacturer to produce and maintain quality control of the specific spare/repair parts (which the Contractor no longer sells) to the degree that physical and performance characteristics interchangeable with those of the original design are obtained without resorting to additional product design effort, additional design data, or recourse to the original design activity.

I-4 Escrow Account Index.

The Contractor shall deliver an Escrow Account (EA) Index (CDRL R016) of all the technical data contained in the EA. The Contractor shall maintain the index and deliver an updated index to the Government at the end of each month during which changes have been posted. As a part of the Obsolescence EA Index, the Contractor shall document that the data in the escrow account and elements thereof conform to the contractual requirements and accurately depict the hardware developed, produced and modified under the contract. Contractor’s use of the data in the escrow to produce, inspect, and test the system hardware is considered acceptable evidence that the validation requirement has been met.

I-5 Independent Validation and Verification (IV&V).

The third-party Escrow Account holder shall validate that all data products and software provided by the vendor, meet the Government’s needs to support sustainment activity. The vendor shall provide technical support to the agreed upon third party vendor for the duration of validation activities, not to exceed 6 months after order award to include, but not be limited to, the following activities:

a. Technical support to verify that all equipment, technical data and software shall support continued production and repair of all Government-approved radio sets versions and variants, core depot LRU versions and variants, and all applicable radio set and core depot LRU spares and repair parts.

b. Technical support as requested by the escrow account holder to ensure that delivered software can be compiled and loaded to the delivered Development Environment, and that Development Environment operates the LR Waveforms as expected.

c. Complete inventory to verify information required to recreate developers IP is placed into escrow.

d. Deposit of additional technical data and software as a result of insufficiencies identified during the IV&V.

I-6 Flow-Down Requirement.

The Contractor should consider flow down of the escrow requirement to Subcontractors, as required, to ensure that in the event a Subcontractor refuses to continue the production or repair of spare parts, ceases to provide sustainment support, or goes bankrupt, the Government is not left without sustainment support for all Government-approved LR versions and variant configurations.

PROCUREMENT SENSITIVE

CUI//SP-SSEL - SOURCE SELECTION INFORMATION PER FAR 2.101 and 3.104