FINAL_RFP_ATS2_Attachment_0005_Special_Provisions.pdf

1 | P a g e

AERIAL TARGET SYSTEMS 2 (ATS 2)

SPECIAL PROVISIONS

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

1. RESTRICTIONS ON THE USE OF MANDATORY ARBITRATION AGREEMENTS

(DEC 2010)

(a) Definitions. As used in this clause–

“Covered subcontractor” means any entity that has a subcontract valued in excess of $1 million, except a subcontract for the acquisition of commercial items, including commercially available off-the-shelf items.

“Subcontract” means any contract, as defined in Federal Acquisition Regulation subpart 2.1, to furnish supplies or services for performance of this contract or a higher-tier subcontract thereunder.

(b) The Contractor—

(1) Agrees not to–

(i) Enter into any agreement with any of its employees or independent contractors that requires, as a condition of employment, that the employee or independent contractor agree to resolve through arbitration–

(A) Any claim under title VII of the Civil Rights Act of 1964; or

(B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention; or

(ii) Take any action to enforce any provision of an existing agreement with an employee or independent contractor that mandates that the employee or independent contractor resolve through arbitration–

(A) Any claim under title VII of the Civil Rights Act of 1964; or

(B) Any tort related to or arising out of sexual assault or harassment, including assault and battery, intentional infliction of emotional distress, false imprisonment, or negligent hiring, supervision, or retention; and

(2) Certifies, by signature of the contract, that it requires each covered subcontractor to agree not to enter into, and not to take any action to enforce, any provision of any existing agreements, as described in paragraph (b)(1) of this clause, with respect to any employee or independent contractor performing work related to such subcontract.

(c) The prohibitions of this clause do not apply with respect to a contractor’s or subcontractor’s agreements with employees or independent contractors that may not be enforced in a court of the United States.

2 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

(d) The Secretary of Defense may waive the applicability of the restrictions of paragraph (b) of this clause in accordance with Defense Federal Acquisition Regulation Supplement http://www.acq.osd.mil/dpap/dars/dfars/html/current/222_74.htm.

2. TECHNICAL LIAISON AND SURVEILLANCE CLAUSE

1. Performance by the Contractor of the technical aspects of the Aerial Target Systems 2 (ATS2) contract shall be under the cognizance of the High Speed Aerial Target Lead Project Director, Targets Management Office, SFAE-STRI-ITTS-Q (Attn: James Schwierling), or authorized representative. Communication of technical matters pertaining to this contract shall be directly between the Contractor and the HSAT Lead Project Director.

a. The above clause is governed by the following:

No change in the scope or within the scope of this contract which would effect a change in any term or provision of this contract shall be made except by a modification executed by the Contracting Officer. The Contractor is responsible to insure that all contractor personnel outside of the contract without specific authorization of the Contracting Officer shall be the responsibility of the Contractor

3. ENG CHG PROPOSAL, VALUE ENG CHG PROPOSAL, REQUEST FOR

DEVIATION, REQUEST FOR VARIANCE, ENG RELEASE RECORDS, NOTICE OF

REVISION, & SPECIFICATION CHG NOTICE PREPARATION & SUBMISSION

INSTRUCTIONS

1. Contractor initiated Engineering Change Proposals (ECPs), Value Engineering Change Proposals (VECPs), Request for Deviations (RFDs), and Request for Variance (RFVs), collectively referred to as "proposals", shall be prepared, submitted and distributed in accordance with paragraphs 2, 3 and 4 below except as specified in paragraph 5 below.

2. Format.

a. Class 1 ECPs require the "Long Form Procedure" for documenting the change and describing the effects of the change on the suitability and supportability of the Configuration Item (CI). Class I ECPs should be limited to those that are necessary or offer significant benefit to the Government. Class I ECPs are those that affect the performance, reliability, maintainability, survivability, weight, balance, moment of inertia, interface characteristics, electromagnetic characteristics, or other technical requirements in the specifications and drawings. Class I ECPs also include those http://www.acq.osd.mil/dpap/dars/dfars/html/current/222_74.htm

3 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

changes that affect Government Furnished Equipment, safety, compatibility, retrofit, operation and maintenance manuals, interchangeability, substitutability, replaceability, source control specifications and drawings, costs, guarantees or warranties, deliveries, or schedules. Class II ECPs are those that do not affect form, fit and function, cost, or schedule of the system CI and do not meet the other criteria described above for Class I ECPs.

b. Long Form Procedure: Class I changes to the CI require that RDMR Form 523, pages 1 through 7 (as applicable), be prepared. Use of this procedure assures that all effects of the change on the CI are properly addressed and documented to the necessary detail to allow proper evaluation of the proposed change.

c. Short Form Procedure: ECPs and VECPs , which meet the requirements of Class II ECPs, shall be prepared using RDMR Form 523 (page 1 only). Supplemental pages may be used with the form as necessary. The responsible Contract Management Office (CMO) will enter the appropriate data in Block 5 "Class of ECP", Block 6 "Justification Codes", and Block 7 "Priority."

d. The Contractor shall not manufacture items for acceptance by the Government that incorporate a known departure from requirements, unless the Government has approved an RFD. RFDs shall be prepared using RDMR Form 527 or RDMR Form 530 (Type I, see block 5 of the form.)

e. The Contractor shall not submit items for acceptance by the Government that include a known departure from the requirements, unless the Government has approved a RFV.

RFVs shall be prepared using RDMR Form 528.

f. Each ECP, RFD or RFV shall be accompanied by a written and signed evaluation prepared by the responsible Defense Contract Management Agency (DCMA) technical representative. The DCMA written evaluation shall be considered part of the ECP/RFD/RFV proposal.

g. Classification of RFDs/RFVs.

(1) Major RFDs/RFVs. RFDs/RFVs written against CIs shall be designated as major when the RFD/RFV consists of acceptance of an item having a nonconformance with contract or configuration documentation involving health; performance;

interchangeability; reliability; survivability; maintainability; effective use or operation;

weight; appearance (when a factor); or when there is a departure from a requirement classified as major in the contractual documentation.

(2) Critical RFDs/RFVs. RFDs/RFVs written against CIs shall be designated as critical when the RFD/RFV consists of acceptance of an item having a nonconformance with

4 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

contract or configuration documentation involving safety or when there is a departure from a requirement classified as critical in the contractual documentation.

(3) Minor RFDs/RFVs. RFDs/RFVs written against CIs shall be designated as minor when the RFD/RFV consists of acceptance of an item having a nonconformance with contract or configuration documentation which does not involve any of the factors listed above in paragraphs g(1) or g(2), or when there is a departure from a requirement classified as minor in the contractual documentation.

h. Proposals shall include sufficient technical data to describe all changes from existing contract requirements.

i. Proposals shall include sufficient justification for making the change, including a statement of contract impact, if the change is not authorized.

j. Proposals for ECPs shall set forth a "not to exceed" price and delivery adjustment acceptable to the Contractor if the Government subsequently approves the proposal. If approved, the equitable increase shall not exceed this amount.

k. Times allowed for technical decisions for ECP and RFD/RFV proposals will be worked out via mutual agreement between the Contractor and the Government.

l. The Contractor shall submit, concurrent with the ECP, a separate AMSAM-RD Form 525, "Specification Change Notice" (SCN), for each specification that would require revision if the ECP were approved.

m. Proposals for VECPs shall set forth a "not less than" price and delivery adjustment acceptable to the Contractor if the Government subsequently approves the proposal. If approved, the savings shall not be less than this amount.

n. The Contractor shall utilize RDMR Form 526, "Engineering Release Record" (ERR) to release new or revised configuration documentation to the Government for approval.

o. The Contractor shall utilize RDMR Form 524, "Notice of Revision" (NOR) to describe the exact change(s) to configuration documentation specified as a data requirement in the contract. The Contractor shall describe the change using subsections entitled "WAS" to describe the current contractual technical requirement and "IS" to describe the proposed new requirement.

3. Submittal. The Contractor shall submit two (2) copies of each proposal to the responsible Administrative Contracting Officer (ACO). One (1) copy of each proposal shall be returned to the Contractor within (5) working days after receipt by the ACO, stating whether or not the proposal is in compliance with this provision. Any unresolved differences between the ACO and the

5 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

Contractor concerning ECPs, VECPs, RFVs or RFDs will be submitted to the PCO for resolution. Submittals may be made by electronic means by scanning the appropriate completed forms into a computer or preparing the forms electronically.

4. Distribution.

a. Electronic Distribution. The preferred method of distribution is through the Internet E-mail System to the PCO. Microsoft Word is required for use with the transmittal letter (E-mail). Required forms will be attached to the E-mail. All forms may be obtained from the Army Contracting Command

- Redstone Website (https://wwwproc.redstone.army.mil/acquisition/forms_check.html) by clicking on "Forms/Checksheets." The forms are in both "Adobe Acrobat" and "Form Flow" formats. In order to access and use the forms, the user must have the "Adobe Acrobat" or "Form Flow" software installed on their computer. Drawings may be scanned into the computer and sent as an attachment. In some cases, because of size, drawings may have to be sent as hard copies or sent under special electronic instructions provided by the PCO. Contractors who do not have access to the Army Contracting Command - Redstone website will need to contact the PCO, the appropriate Project Office Configuration Management Office, or the Technical Data Management Division (RDMR-SET) to have the forms sent to their facility.

b. Hard Copy Distribution of Class I or II ECPs and RFD/RFVs, for each Class I or II ECP, or each RFD/RFV that the ACO determines to be in compliance with this provision, the Contractor shall submit the original plus five copies to the PCO and one copy to the ACO. Upon receipt of any type of change proposal that is submitted to the PCO, the ACO shall immediately submit DCMA's written evaluation pertaining to the proposed engineering change action to the PCO. Assistance in preparing any of these proposals may be obtained from the ACO or AMCOM Change Control Point at:

Aviation and Missile Research, Development, and Engineering Center

ATTN: RDMR-SET

Redstone Arsenal, Al 35898-5000 Telephone: 256-876-1335

c. Hard Copy Distribution of VECPs. For each VECP that the ACO determines to be in compliance with this provision, the Contractor shall submit the original plus five copies to the PCO and one copy to the ACO. Upon receipt of any VECP that is submitted to the PCO, the ACO shall immediately submit DCMA's written evaluation to the PCO. The Contractor shall also submit one copy of the VECP to the Value Engineering Program Manager (VEPM) whose address is below. Assistance in preparing VECPs may be obtained from the VEPM.

https://wwwproc.redstone.army.mil/acquisition/forms_check.html

6 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

Aviation and Missile Research, Development, and Engineering Center

ATTN: RDMR-SEI

Redstone Arsenal, Al 35898-5000 Telephone: 256-876-8163

5. Alternate Format, Submittal or Distribution Process. Proposals may be prepared in a different format, submitted using a different submittal process or distributed in a different manner than specified in paragraphs 2, 3 and 4 above, so long as the alternate approach is in accordance with a Government approved configuration management plan governed by this contract or the PCO authorizes the alternate format, submittal, or distribution process.

6. Government Acceptance. Acceptance of a proposal by the Government shall be affected by the issuance of a change order or execution of a supplemental agreement incorporating the proposal into the contract unless the PCO authorizes another method of acceptance. The Government will notify the Contractor in writing if a proposal is determined to be unacceptable.

(End of clause)

4. QUALITY ASSURANCE

1) Product/Quality Assurance

The contractor shall provide Product Assurance (PA) technical expertise to include the utilization of PA management and technical principals, inspection techniques and other analytical and empirical tools during the development and production of systems/subsystems/components developed.

The contractor shall implement and maintain a quality system that meets the requirements of ANSI/ASQC/Q9001/ISO/Q9001/Q10012-1 or propose an equivalent system. The contractor's quality procedures, planning and all other documentation and data that comprise the quality system (for both hardware and software) shall be made available for Government review throughout the contract.

2) Quality System Plan (QSP)

The contractor shall provide its QSP IAW DI-MISC-80508. The contractors QSP shall describe in detail the approach to implement and maintain a basic quality system that meets the requirements of ANSI/ISO/Q9001 or equivalent.\~The QSP shall provide for controls of process and product characteristics and include criteria and methodology that are used to validate conformance to performance specifications and to achieve functional areas in the design, test, production, and management processes.\~ If the contractor proposes to use a quality system that has not been approved under the Department of Defense Common Process (or Standard Process) Initiatives for

7 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

DOD contracts, the description shall address at least the following twenty elements:

management responsibility; quality system; contract review; design control; document and data control; purchasing; control of customer supplied product; product identification and traceability; process control; inspection and testing; control of inspection, measuring and test equipment; inspection and test status; control of nonconforming product; corrective and preventive action; handling, storage, packaging, preservation, and delivery; control of\~ quality records; internal quality audits; training;

servicing; and statistical techniques. The QSP should also include a description of the contractors:

Electrostatic Discharge Protection Quality Assurance Provisions Product Acceptance System and validation methodology Environmental Stress Screening Special Test/Inspection Equipment and validation methodology.

Parts, Materials, and Processes (PMP) Control Program.

The contractor shall submit a PMP Control Program Plan as part of the QSP. The PMP Control Program Plan shall include a description of the methods of process controls, documentation, and verification of continued process improvement, and the controls and policies for the following subjects as applicable:

Parts Selection and Qualification Parts Survivability Parts Approval Approved Parts List Parts Control Supplier Selection Supplier Management Parts Screening Parts Documentation Parts Quality Parts Validation Plastic Encapsulated Devices COTS Selection and Qualification Obsolete Parts/Diminishing Manufacturing Sources and Material Shortages Test/analysis requirements to assure piece parts/materials specification compliance for parts procured non-compliant to Government or DOD-adopted industry standards, including custom parts Printed Wiring assembly (PWA) design and component mounting processes Electrostatic Discharge (ESD) control Maintenance and equipment used for electronic manufacturing processes Process controls, workmanship methodologies and procedures Training/proficiency of the workforce

8 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

Rework and repair of PWAs and cable assemblies.

3) Electronics Fabrication Procedures. Processes utilized for the manufacture and repair of electronic hardware will produce assemblies and equipment that meet the system performance requirements. The contractors electronic fabrication plan shall describe the materials, methods, and verification criteria for producing quality electrical interconnections and assemblies and shall utilize process control methodologies for the planning, implementation, and evaluation of the fabrication process. The contractor shall use IPC/EIA J-STD-001, Class 3 as guidance in developing this plan.

4) Test Plans. The Contractor shall prepare and submit for Government approval, acceptance test plans IAW DI-NDTI-80566. The Contractor shall prepare and submit for Government approval, acceptance test reports IAW DI- NDTI-80809. For any product or service provided under this contract, the Contractor shall make all test plans and/or reports available for Government Review and verification.

5) Validation of Special Inspection/Test Equipment. Validation of Special Inspection/Test Equipment - Inspection and test equipment used to verify acceptance criteria specified in the controlling document shall require validation. The contractor shall verify that the Special Inspection Equipment will perform the function for which it has been designed and shall perform an equipment validation/proofing. The validation/proofing shall be in accordance with contractor developed instructions and shall assure acceptance of known good hardware and the rejection of hardware with known faults. The government reserves the right to witness the validation/proofing activities. Any change that invalidates the original criteria may require revalidation. Final approval for use of Special Inspection/Test Equipment rests with the Government.

6) Quality Accreditation Programs. A contractor with an ANSI/ASQC Q9000 or ISO Q9001 third party registration (through a registrar accredited by the Registrar's Accreditation Board (RAB)) may submit the scope of the registration as evidence of the contractors compliance to the basic quality system requirements or a contractor may submit evidence of DOD approval of a Common Process or Standard Process Initiative for its basic quality system.\~ If the contractor furnishes either of the cited documents as evidence of meeting the basic quality requirements, the overall QSP shall address as a minimum the requirements of the PMP Control Program and the Electronic Fabrication Procedures sections of this document.

5. LATENT DEFECTS

The Government will receive any commercial warranty provided by the original product manufacturer. Additionally, the contractor will be responsible for any latent defects discovered during the life of the product. A latent defect is defined as a flaw, weakness, 9 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

imperfection or defect which adversely effect critical performance requirements of the delivered product that is not apparent and cannot be discovered by observation or a reasonably careful inspection at the time of acceptance by the Government.

6. SITE VISITS

The government reserves the right, when deemed necessary, to perform site visits as an element for the evaluation process for contract awards to be made in response to this solicitation.

7. UNUSED HOURS

Hours not exercised under ordering CLIN/SLINs shall remain viable for exercise in later ordering CLIN/SLINs and shall be awarded at the unit price current to the CLIN/SLIN being exercised. However, in no event shall the Government exercise hours for more than the stated hours in any one ordering period, unless by bilateral contract modification.

Should the Government have a valid requirement for additional engineering labor hours that exceed the maximum stated hours for a period (plus available "carryover" hours), the Government may choose to utilize an accelerated order exercise. All accelerated order hours that exceed the stated hours plus any carryover hours per ordering period will be converted from an out-year order CLIN/SLIN. Under no circumstances will the government exceed the established maximum amount (basic plus all ordering periods).

All accelerated hours will be exercised at the current year contract labor rate. In no event will the Government exercise orders at more than the stated hours in any one ordering period, unless by bilateral contract modification.

8. PROVISION FOR NON-FEE BEARING REIMBURSABLE TRAVEL AND

ASSOCIATED TRAVEL COSTS

a. The contractor shall be reimbursed for the actual and allowable cost incurred for travel and associated travel costs as stipulated in the schedule and SOW. Travel, associated travel costs and per diem which is reimbursable in accordance with the SOW shall be administered on a cost-reimbursable basis. Travel will be authorized by letter, signed by the Contracting Officer's Representative (COR), before effort is to begin. Funding for the travel reimbursable CLIN may be increased as necessary at any time by contract modification.

b. The contractor shall not incur costs for travel prior to advising the COR of the need for travel and obtaining COR approval.

10 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

c. The contractor shall not include a fee factor in determining the total cost for travel.

See Section I, FAR Clause 52.216-7, Allowable "Cost and Payment" and 52.216-11, "Cost Contract no Fee".

9. TEST SUPPORT/SERVICES

The contractor (coordinating through /with the COR/TM) is authorized, when available, to obtain test support/services from major range and test facility base installations at the Government rate. Use of Government test support/services is not Government Furnished Services or Property and will not excuse non-conforming contractual performance nor will it serve as a basis for an equitable adjustment.

10. SPECIAL OPTION PROVISION TO EXTEND PERFORMANCE BEYOND THE

END OF THE CONTRACT

In accordance with the FAR Clause 52.217-8, Entitled "Option to Extend Services", the Government reserves the right to extend contract performance, in whole or in part, for up to six months beyond the normal five year contract period. The option is unilaterally exercisable as many times as necessary, but the cumulative added performance periods shall not exceed six months. The option, if exercised, shall fund the desired performance at the same hourly dollar rate for Contract Year 5 and is subject to formal US Department of Labor Wage Determination adjustment only.

11. APPLICABILITY OF LIMITATION OF COST CLAUSE

The limitation of cost clause shall apply separately to each cost reimbursement

CLIN/SLIN.

12. MIXED CONTRACT TYPE - CONTRACTING OFFICER DETERMINATION OF

REGULATION APPLICABILITY NOT SUBJECT TO DISPUTE

This contract contains two contract types: Firm-Fixed-Price and Cost Reimbursement.

The FAR and DFARS clauses are applicable to each type IAW the appropriate FAR and DFARS prescription. In the event of any discrepancy or ambiguity, the decision of the contracting officer shall be final and not subject to dispute. Such exercise of discretion or resolution of ambiguity by the contracting officer shall not be the basis for any equitable adjustment.

13. MINIMUM QUALIFICATIONS

The minimum qualifications for personnel proposed under Section L of the solicitation establishes the minimum qualifications for performance under this contract.

11 | P a g e

14. ENVIRONMENTAL CONSIDERATIONS

THE CONTRACTOR SHALL NOT USE SUBSTANCES LISTED IN EMERGENCY

PLANNING AND COMMUNITY RIGHT-TO-KNOW ACT (EPCRA) SECTION 313

"TOXIC CHEMICALS" AND EPCRA SECTION 302, "EXTREMELY HAZARDOUS

SUBSTANCES" (AVAILABLE AT

HTTP://WWW.EPA.GOV/CEPPO/PUBS/TITLE3.PDF), OR PRODUCTS

CONTAINING SUCH SUBSTANCES, WITHOUT GOVERNMENT APPROVAL. THE

CONTRACTOR SHALL REQUEST APPROVAL TO USE SUBSTANCES IDENTIFIED

IN THE ENVIRONMENTAL PROTECTION AGENCY (EPA) 17 - LIST (AVAILABLE AT

HTTP://WWW.EPA.GOV/OPPTINTR/3350/3350-FNL.PDF) ONLY IF THERE IS NO

OTHER VIABLE MATERIAL. THE CONTRACTOR SHALL NOT USE ANY CLASS I

OZONE DEPLETING CHEMICAL/OZONE DEPLETING SUBSTANCE (ODC/ODS)

(IDENTIFIED AT HTTP://WWW.EPA.GOV/OZONE/ODS.HTML) IN THE

PERFORMANCE OF THIS CONTRACT, UNLESS A WAIVER IS OBTAINED FROM

THE GOVERNMENT.

15. INSURANCE

IAW CLAUSES 52.228-7 AND 52.228-5 REFERENCED IN SECTION I, CONTRACT

CLAUSES, INSURANCE LIABILITY REQUIREMENT, THE CONTRACTOR SHALL

MAINTAIN INSURANCE IN THE TYPE AND MINIMUM AMOUNTS SPECIFIED AT

FAR 28.307-2(a), (b) AND (c). SUCH INSURANCE IS MAINTAINED PURSUANT TO

THE PRIMARY FIRM FIXED PRICE LEVEL OF EFFORT ACTIVITY AND IS NOT

REIMBURSABLE UNDER THE COST CLINS.

16. SIGNATURE AUTHORITY

FAR 4.101 requires that the contracting officer ensure that the individual signing a contract has the authority to bind the contractor. Evidence of this authority shall be presented prior to contract award. For purposes of this solicitation, the contracting officer requests the name of individuals who have the authority to bind the contractor.

NAME TITLE/POSITION:

http://www.epa.gov/CEPPO/PUBS/TITLE3.PDF http://www.epa.gov/OPPTINTR/3350/3350-FNL.PDF http://www.epa.gov/OZONE/ODS.HTML

12 | P a g e

17. ORGANIZATIONAL CONFLICT OF INTEREST

(a) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of any work under this contract shall be limited as described below in accordance with the requirements of FAR 9.5.

(d) (1) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this contract. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, e.g., where the information has been included in Contractor generated work or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

(2) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information generated or derived during or as a result of performance of this contract. This prohibition shall expire after a period of three years after completion of performance of this contract.

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which

13 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

it may merge or affiliate, or any successor or assign of the Contractor. The terms of paragraph (f) of this Special Contract Requirement relating to notification shall apply to any release of information in contravention of this paragraph (d).

(e) The Contractor further agrees that, during the performance of this contract and for a period of three years after completion of performance of this contract, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any system, component or services which is the subject of the work to be performed under this contract. This exclusion does not apply to any recompetition for those systems, components or services furnished pursuant to this contract. As provided in FAR 9.505- 2, if the Government procures the system, component, or services on the basis of work statements growing out of the effort performed under this contract, from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this contract or before the three year period following completion of this contract has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for systems, components or services subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest, it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action which the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. Notwithstanding this notification, the Government may terminate the contract for the convenience of the Government if determined to be in the best interest of the Government.

(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, of an organizational conflict of interest prior to the award of this contract or becomes, or should become, aware of an organizational conflict of interest after award of this contract and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this contract for default.

(h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default.

14 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

(i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this contract; nor, shall this requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement

18. TASK ORDERS

The Government expects to issue multiple awards as a result of this solicitation. All contract holders shall be given an opportunity to compete and propose on all task orders issued under the contract.

19. ECONOMIC PRICE BREAK

The contractor shall define economic order breakpoints and permit incremental coverage to include usage of maximum range quantity as requirements occur.

20. WARRANTY

The contractor shall provide a one year defect-free warranty on all delivered hardware.

The warranty period shall begin on the date of acceptance.

21. TASK ORDER OPTION EXERCISE PROVISION

a. The Government reserves the right to exercise the options herein in accordance with its requirements for procurement and repair provided under the optional CLINS.

b. The Government may exercise the options by issuing a unilateral modification to the contract, executed by the Contracting Officer, specifying the CLINs and dollar value of each option exercised.

c. The Government may exercise the options more than once during the option exercise period as long as the aggregate quantity for each CLIN does not exceed the total quantity for that CLIN.

d. Carryover of Unexercised Options -- Any quantities not exercised under an option CLIN shall be available for exercise in any later option CLIN at the unit price applicable to that later CLIN. This carryover of unexercised option quantities shall be cumulative.

15 | P a g e

RFP W31P4Q-17-R-0004

ATTACHMENT 0005

e. In the event the Government has a valid requirement for additional option quantities that exceed the maximum for that period, plus any carryover, accelerated option exercise will be utilized. All accelerated option quantities that exceed the maximum stated quantities, plus any carryover quantities per option period, will be converted from an out-year option CLIN. Under no circumstance will the Government exceed the maximum contract quantities (basic award plus all options). All accelerated quantities will be exercised at current year contract rates. In no event will the Government exercise options for more than the stated quantities in any one option period, except via a bilateral contract modification.”

f. Data Item Option CLINs are automatically exercised with any related contract provision.

g. Hardware CLINs -- Earlier delivery of hardware items at no increased contract cost is acceptable and desirable. Early deliveries reflects positively on a contractors past performance.

22. ORDERING PROCEDURES: As the minimum, Task Order 0001 will be awarded to all winning contractors as the contract holders. When needed, competitive task order RFPs may be issued for any necessary requirements throughout the five ordering periods. The interested contract holders should submit proposals for each individual task orders as they arise. Contract holders should provide pricing in economic order quantities when appropriate. Period of Performances for each task order will be determined at order issuance. After proposal evaluations for each task order, the Government will determine the task order awardee amongst the contract holders. The awarded contract holder(s) will provide services/hardware in accordance with the individual Task Order Statement of Work throughout the period of performance. If necessary, individual task order period of performances could extend beyond the end of the contract.