Attachment_1_to_NFP_-_DRAFT_AMRDEC_OTA_-_W31P4Q-17-X-_0001.pdf

OTHER TRANSACTION AGREEMENT

BETWEEN

UNITED STATES ARMY CONTRACTING COMMAND – REDSTONE ARSENAL

On behalf of

US ARMY AVIATION AND MISSILE RESEARCH, DEVELOPMENT AND ENGINEERING CENTER

(AMRDEC)

AND

[CONSORTIUM ADMINISTRATIVE ORGANIZATION, CONSORTIUM’S NAME, ADDRESS]

Agreement No.: [W31P4Q-18-9-TBDX]

Agreement Term: The term of this Agreement is ten (10) years from the date of award. The estimated value of the Projects to be awarded under the terms and conditions of this Agreement is $2,000,000,000.

Authority: 10 U.S.C. § 2371b, as amended by Section 815, Amendments to Other Transaction Authority, of the National Defense Authorization Act (NDAA) of 2016, Public Law (P.L.) 114-92, Authority of the Department of Defense (DoD) to carry out Prototype Projects.

This Agreement is entered into between the United States of America, hereinafter called the Government, represented by the ARMY CONTRACTING COMMAND – REDSTONE ARSENAL (ACC-RSA), and the [CONSORTIUM ADMINISTRATIVE ORGANIZATION,] on behalf of [CONSORTIUM’S NAME], hereinafter referred to as “[ACRONYM FOR CONSORTIUM’S NAME]” pursuant to and under U.S. Federal law.

FOR [CONSORTIUM ADMINISTRATIVE FOR UNITED STATES OF AMERICA

ORGANIZATION] DEPARTMENT OF THE ARMY

ARMY CONTRACTING COMMAND -

REDSTONE ARSENAL

[CONSORTIUM ADMINISTRATIVE ORGANIZATION LaMeshia R. Billington SIGNATURE AUTHORITY NAME & TITLE] Agreements Officer

(Date) (Date)

TABLE OF CONTENTS

ARTICLE I: SCOPE OF THE AGREEMENT

ARTICLE II: TERM

ARTICLE III: MANAGEMENT OF THE AGREEMENT AND PROTOTYPE PROJECTS

ARTICLE IV: AGREEMENT ADMINISTRATION

ARTICLE V: OBLIGATION AND PAYMENT

ARTICLE VI: COST SHARING

ARTICLE VII: DISPUTES

ARTICLE VIII: CONFIDENTIAL AND/OR PROPRIETARY INFORMATION

ARTICLE IX: PUBLICATION AND ACADEMIC RIGHTS

ARTICLE X: PATENT RIGHTS

ARTICLE XI: DATA RIGHTS AND COPYRIGHTS

ARTICLE XII: EXPORT CONTROL

ARTICLE XIII: TITLE AND DISPOSITION OF PROPERTY

ARTICLE XIV: SAFETY

ARTICLE XV: OPSEC & SECURITY

ARTICLE XVI: CIVIL RIGHTS ACT

ARTICLE XVII: NO SMALL BUSINESS AFFILIATION

ARTICLE XVIII: ANTITRUST

ARTICLE XIX: REPRESENTATIONS AND WARRANTIES

ARTICLE XX: LIABILITY OF THE PARTIES

ARTICLE XXI: GENERAL PROVISIONS

ARTICLE XXII: ASSIGNMENT OF AGENCY

ARTICLE XXIII: ORDER OF PRECEDENCE

ARTICLE XXIV: EXECUTION

ARTICLE I: SCOPE OF THE AGREEMENT

A. Background

[CONSORTIUM ADMINISTRATIVE ORGANIZATION], herein referred to as the Consortium Administrative Organization (CAO), serves as the appointed Consortium Management Agent to administer and manage the [CONSORTIUM’S NAME] as an independent division. The Government and [ACRONYM FOR CONSORTIUM’S NAME] are entering into this Other Transaction Agreement (OTA) to provide for the establishment of an acquisition instrument to conduct Technology Research, Development, Test and Evaluation, and Follow-On Production Projects, hereinafter referred to as “Projects” that support the objectives set forth in this Agreement. This Agreement is considered a Section 815 Prototype Other Transaction as authorized by 10 U.S.C. § 2371b. It comprises the basic terms and conditions under which [ACRONYM FOR CONSORTIUM’S NAME] will execute Projects for the development and maturation of guided weapons systems technologies and aviation and missile manufacturing technologies. In consideration of the foregoing, the Government and [ACRONYM FOR CONSORTIUM’S NAME] agree to the mutual covenants and promises contained in this Agreement.

The Acquisition Liaison Office (ALO), located at the Army Aviation and Missile Research, Development and Engineering Center (AMRDEC), was created to assist in the development of technologies to improve the entire guided weapons kill-chain, extend range, expand the air defense coverage and enable on-the-move engagement for the maneuver force, as well as maturation, risk reduction and affordability enhancement of advanced manufacturing technologies and processes in support of aviation and missile commodities. The Projects will support all aspects of guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies across government and industry. These technologies are critical to meet the technical and programmatic requirements of the US Army and DoD modernization initiatives. The OTA is intended to attract innovative new technologies and spur development of technology and prototypes, as well as advanced manufacturing techniques, which are critical to the DoD’s near and long-term aviation and guided weapons systems goals.

Objectives of the OTA:

• Leverage insights obtained via collaborative planning, studies, and information sharing between Government and the Consortium members so that the Government is better informed on technologies emerging from the private sector and industry achieves greater understanding of emerging DoD operational needs that can be addressed with advanced aviation, missile, and manufacturing solutions.

• Promote the collaboration between DoD and Industry of advanced guided weapons systems technologies, aviation and missile manufacturing technologies, and integrate advanced technologies, techniques and processes into current and future weapons systems for US Army and DoD to accelerate the Technology Readiness Level (TRL) and Manufacturing Readiness Level (MRL) of the core technologies for military applications.

• Deliberately mature specified emerging technologies to the point of demonstrating the technology in an operationally relevant environment. Improve the performance of advanced aviation, missile and manufacturing technologies to achieve advancements in attributes such as reliability, survivability, maintainability, lethality, Size, Weight, and Power (SWAP), and manufacturability.

• Advance the development of relevant standards to enable interoperability, subsystem and component inter-changeability, and affordable pricing.

• Conduct research in a manner that enables effective transition of the technology to Programs of

Record (PoR) via early consideration of life cycle support aspects (affordability, manufacturability, sustainment, training, etc.)

• Affect the Government's goal of ensuring the facilitation and ease of entry of small business and nontraditional companies, academia, etc. into the defense market through the establishment of the Consortium as an open Consortium with access to prepare and submit enhanced whitepapers, engage in discussions with the Government on technical topics for future Request for Project Proposals (RPPs) and prepare and submit proposals to the Government for consideration, selection, funding and performance, as well as allow for the award of Phase III Small Business Innovation Research (SBIR) projects, under the terms and conditions of the OTA.

• Analyze, model, simulate, design, develop, document, integrate, and test advanced aviation, missile and manufacturing systems and enabling technologies for the purposes of determining system requirements and prototype solutions.

• Other goals and objectives to be determined that the Government and the Consortium might identify and agree upon that are within scope.

B. Definitions

"Academic Research Institution" means accredited institutions (colleges, universities or other educational institutions) of higher learning in the U.S.

“Administration Office” means the Government office responsible for any administration of this Agreement.

“Agreement” or "OTA" refers to the Section 815 Other Transaction Agreement between the Government and [CONSORTIUM ADMINISTRATIVE ORGANIZATION], Agreement No. [W31P4Q-18-9-TBDX].

“Agreements Officer (AO)” is the ACC-RSA warranted Agreements Officer authorized to sign and modify this Agreement, as well as, execute bilateral modifications authorizing Projects on behalf of the Government.

“Agreements Officer Representative (AOR)” is the individual designated by the Government on a per- Project basis to monitor all technical aspects and assist in administration of the specific Project.

“ALO” means the Acquisition Liaison Office, located at the Army Aviation and Missile Research, Development and Engineering Center (AMRDEC), created to oversee a consolidation of all Prototype Projects, concentrate on all aspects of guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies across government and industry. The ALO is also the Program Management Office for this overall effort.

“Army Contracting Command – Redstone Arsenal (ACC-RSA)” means the Army Contracting Command that is designated by ALO as the lead Government organization in charge of executing the Program.

“Cash Contribution” means one of the two (2) accepted forms of “Cost Share” where a Consortium Member Entity’s financial resources are expended to conduct Projects awarded under this Agreement.

The cash contribution can be derived from the Consortium Member Entity’s funds, outside sources, non-federal contract or grant revenues, or from profit or fee on a federal procurement contract. A Consortium Member Entity’s own source of funds may include corporate retained earnings, current or prospective Independent Research and Development (IR&D) funds or any other indirect cost pool allocation. New or concurrent IR&D funds can be utilized as a cash contribution provided those funds identified by the Consortium Member Entity are to be spent on the conduct of a Project Statement of Work. Neither prior IR&D nor fee paid on Projects under this Agreement will be considered as part of the Consortium Member Entity’s cash contribution. Cash contributions include funds the Consortium Member Entity will spend for labor (including benefits and direct overhead), materials, new equipment (prorated if appropriate), subcontractor efforts expended on a Project, and restocking the parts and material consumed under a Project.

“Consortium Administrative Organization (CAO)” refers to the agent acting on behalf of the Consortium to execute and administer the efforts under the Other Transaction Agreement (OTA) for this program as defined in the specific agency agreement entered into between the Consortium and the CAO. The CAO has the authority to execute the OTA on behalf of the Consortium.

“Consortium Member Entity” means the Non-traditional and Traditional Defense Contractors, including small and large businesses, for profit and nonprofit entities, and academic research institutions that are or become signatories to the Consortium Membership Agreement.

“Consortium Proposal” means the proposal from the CAO in response to a Request for Project Proposal (RPP) issued by the Government for Government-selected Prototype Projects to be performed by the Consortium Member Entity(ies).

“Consortium Membership Agreement (CMA)” means the agreement governing the rights and obligations of Consortium Member Entities.

“Contracting Activity” means an element of an agency designated by the agency head and delegated broad authority regarding acquisition functions. It also means elements designated by the director of a defense agency which has been delegated contracting authority through its agency charter.

“Cost Share” means resources expended by a Consortium Member Entity(ies) project recipient on a Project. There are two kinds of cost share: cash contribution and in-kind contribution. Cost Share may only be proposed and collected on cost-reimbursement type agreements.

“Date of Completion” is the date on which all work is completed or the date on which the period of performance ends for each specific Project.

“Developed” means that an item, component, or process exists and is workable. Thus, the item or component must have been constructed or the process practiced. Workability is generally established when the item, component, or process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testing is required to establish workability depends on the nature of the item, component, or process, and the state of the art. To be considered “developed,” the item, component, or process need not be at the stage where it could be offered for sale or sold on the commercial market, nor must the item, component, or process be actually reduced to practice within the meaning of Title 35 of the United States Code.

“Development” means the systematic use, under whatever name, of scientific and technical knowledge in the design, development, test, or evaluation of an existing or potential new technology, product or service (or of an improvement in an existing technology, product or service) for the purpose of meeting specific performance requirements or objectives. Development includes the research functions of design engineering, prototyping, and engineering testing.

“Effective Date” means the date when this Agreement is executed by the Agreements Officer for the Government following execution by the Consortium’s Signatory Authority.

“Follow-on Production” means an award of a production contract to a Consortium Project Agreement Holder upon successful completion of a Prototype Project set out in a Project Agreement entered into pursuant to this OTA.

“Government” means the U.S. Government and its departments and agencies.

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

“Independent Research and Development (IR&D)” means a Consortium Member Entity’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 for a Project.

“In-Kind Contribution” means one of the two (2) forms of accepted “Cost Share” where the Consortium Member Entity’s nonfinancial resources expended by the Consortium Member Entity to perform under Prototype Project, such as wear and tear on in-place capital assets like machinery, the prorated value of space used for the execution of a Project, or the reasonable fair market value (appropriately prorated) of equipment, materials, and other property used in the performance of the Project.

“Milestone” or “Payable Milestone” means a scheduled event signifying the completion of a designated deliverable or a set of related deliverables as set out in the Project Agreement. A milestone that has been completed by the Consortium Member Entity(ies) Project Agreement Holder(s) will be approved for payment to the CAO. This approved payment will represent an agreed upon dollar amount in relation to performance of a particular Project under this Agreement.

“Nontraditional Defense Contractor” means an entity that is not currently performing and has not performed, for at least the one-year period preceding the issuance of the Request for White Papers by the DoD, any contract or subcontract for the DoD that is subject to full coverage under the cost accounting standards prescribed pursuant to the 41 U.S.C. § 1502 and the regulations implementing such section.

Note: Nontraditional Defense Contractors can be at the prime level, team members, subcontractors, lower-tier vendors, or "intra-company" business units; provided the business unit makes a significant contribution to the prototype project (i.e., is a key participant). ACC-RSA will follow the specific guidance from the Office of the Secretary of Defense (OSD) concerning the use of Nontraditional Defense Contractors. Nontraditional Defense Contractors will be required to provide a DUNS number.

Examples of what might be considered a significant contribution include supplying a new key technology or product(s), accomplishing a significant amount of the effort, or in some other way causing a material reduction in the cost or schedule or increase in performance.

“Objective Area” means a broad research idea area identified by the Government with regard to technologies sought relating to guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies.

"Other Transaction for Prototype Projects” refers to this type of Other Transaction Agreement (OTA).

This type of OTA is authorized by 10 U.S.C. § 2371b 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 a Section 2371b "other transaction".

“Party” or “Parties” means the Government and/or the CAO where each entity is individually or collectively identified respectively.

“Pre-Agreement Activity Authorization (PAAA)” means the Government’s agreement to reimburse costs incurred before the effective date of the Project award and in anticipation of the Project award when such incurrence is necessary to comply with the proposed Project delivery schedule. If approved in a PAAA, these costs are allowable to the extent that they would have been allowable if incurred after the date of the Project Agreement.

“Program Manager (PM)” means the Government OTA Program Director for the Acquisition Liaison Office responsible for Government oversight of the Other Transaction Agreement (OTA) program.

“Program Management Office” means the Acquisition Liaison Office responsible for Government oversight of the Other Transaction Agreement (OTA) program.

“Project Agreement” means the agreement for the Prototype Project between the CAO and the Consortium Project Agreement Holder (PAH) for the performance of the effort by a Consortium Member Entity or a team of a Consortium Member Entity(ies) and other subcontractors whose Prototype Project proposal is selected by the Government for funding, and it establishes the scope of work and terms and conditions for performance by, and payment to, the Consortium Member Entity(ies).

“Project Agreement Holder (PAH)" means the Consortium Member Entity(ies) issued a Project Agreement by the CAO for the Government-selected Prototype Project to be funded under this Agreement.

“Prototype Project” or “Project” means a research activity proposed by the CAO and selected by the Government for award under this Agreement. A Prototype Project will be executed by the Consortium’s Member Entity(ies) either individually, among and between Consortium Member Entities, and/or among other subcontractors for the agreed-upon period of performance.

“Request for Project Proposal (RPP)” means the announcement by the Government to the CAO requesting proposals for a Prototype Project to be performed by Consortium Member Entity(ies) or a team headed by a Consortium Member Entity to meet Government requirements related to the Objective Areas.

“Request for White Papers (RWP)” means the announcement by the Government to the CAO requesting white papers to fulfill a requirement(s) in the designated Objective Area(s).

“Signatory Authority” refers to the individual that has the authority to legally bind a party to an agreement.

“Small Business” means a small business concern as defined under Section 3 of the Small Business Act (15 U.S.C. § 632).

“Small Business Innovative Research (SBIR) Phase III Project” refers to an effort that was previously competed and performed via a SBIR Phase I and/or Phase II contract for which the Government is looking to continue R&D efforts as a SBIR Phase III project under this OTA. As this project was previously competed and performed by one individual, the request for proposal would be submitted from the CAO directly to the Consortium Member Entity identified by the Government. The objective of SBIR Phase III is for a small business to pursue technology maturation and commercialization objectives resulting from previous SBIR work. SBIR Phase III projects are funded by individual U.S. Government organizations and not by the SBIR program, which is the case for SBIR Phase I and Phase II contracts.

“Task Request” means a solicitation provided by the Government to the Consortium Member Entities through its CAO that includes a detailed description of activities, schedules, and funding, as appropriate, for the Consortium’s consideration and acceptance of its commitment to perform the task.

“Technical Data” means recorded information, regardless of the form or method of recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information.

“Technical Direction Letter (TDL)” means the Government document(s) issued to the CAO, reflecting the Government's decision to fund all or part of a selected Prototype Project submitted by the CAO in response to the Request for Project Proposal (RPP). The TDL shall establish the scope of work, terms and conditions, period of performance and payment terms and conditions and include the proposal of the Consortium Member Entity(ies), as directed by the Government in accordance with the Government formatted Statement of Work (SOW).

“White Paper” means the paper submitted by the CAO on behalf of Consortium Member Entity(ies) that describes a specific technology idea in the field of guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies in response to the needs expressed in the Request for White Papers (RWP), with the performance of the effort to be provided by the Consortium Member Entity(ies).

C. Scope

The Government in conjunction with [CONSORTIUM ADMINISTRATIVE ORGANIZATION] shall perform a coordinated research and development program designed to develop prototype guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies 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. Under this Agreement and associated Prototype Projects, the Government, along with the non-government member CAO, on behalf of [NAME OF CONSORTIUM], shall perform coordinated planning and research and development prototype projects designed to encompass the following objectives as it relates to guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies:

GUIDED MISSILE OBJECTIVES: Target detection/acquisition/tracking sensors, missile electronics, seekers to defeat moving targets and air defense threats, guidance/control for improved precision and Global Positioning System (GPS)-denied precisions, lethality mechanisms, warheads, fuzes, payloads, radar, datalink and communication, materials and structures, power systems, aerodynamics, navigation systems, modeling and simulation, energetics, component cyber security, propulsion systems for increased range and decisive effects, missile launchers, and support equipment.

MANUFACTURING AND ENABLING/DISRUPTIVE TECHNOLOGIES OBJECTIVES: Innovation enablers, additive manufacturing, high energy creation and storage systems, directed energy, advanced materials/processes, advanced manufacturing techniques, manufacturing cyber security, modeling and simulation, virtual prototyping, robotics, automation, high temperature materials, lightweight & hybrid materials, flexible electronics, reclamation/repair technologies, and open system architectures for enhanced manufacturing productivity (digital manufacturing and Industrial Internet of Things (IIoT)).

AVIATION OBJECTIVES: Platforms/materials/structures, power systems, engines/propulsion systems, drives/rotors, mission systems, avionics/navigation, sensors, networks, data link and communication, survivability, sustainability, autonomy, manned/unmanned teaming (MUMT), unmanned aerial vehicle (UAV), component cyber security and aviation ground support equipment/systems (AGSE).

The Government will determine which guided missile, manufacturing and enabling/disruptive technologies, and aviation objective endeavors to pursue and Prototype Projects to fund. At any time throughout the term of this Agreement, the Government may re-address the desired Objective Areas as other Government needs may arise.

Once it identifies a need, the Government will issue a Government Whitepaper (GWP) to the CAO. The CAO will in turn issue a request to Consortium Member Entities to respond to the GWP with Enhanced White Papers (EWP) which will include Technical Solution, Rough Order of Magnitude (ROM), and Draft Statement of Work (SOW)/ Statement of Objectives (SOO). The CAO will review the EWP for conformance with OTA Authority, EWP instructions, the Government’s requirements, and submit to ACC- RSA. The EWP will be reviewed and competitively selected by the Government Team and selections will then be reviewed by Government Legal Counsel. EWPs that are selected by the Government Requirer and AOR will move forward as Prototype Packages. The Agreements Officer Representative (AOR) will submit selected Prototype Projects to ACC-RSA. EWPs that are not selected for project award will be archived and will be available in the future to be developed as Prototype Projects for a period up to two

(2) year period. ACC-RSA will issue a Request for Project Proposal (RPP) to the CAO. Consortium Members will prepare the Project Proposal and submit to the CAO. The CAO will review the Project Proposal for conformance with RPP and submit package to ACC-RSA. The Government team will provide a Technical Review followed by a Price Analysis conducted by ACC-RSA.

Discussions/Negotiations will be conducted with ACC-RSA and the CAO, if required. ACC-RSA will complete a Determinations and Findings (D&F) and other award documentation followed by a Legal Review of the D&F and other award documentation. The Prototype Project Award Package, to include the Technical Direction Letter (TDL), will be sent from ACC-RSA to the CAO. The CAO and ACC-RSA will execute a bilateral modification of the OTA to include the new Prototype Project Award.

After execution of the modification between the CAO and the Government to this Agreement for the Prototype Project, the CAO shall enter into a Project Agreement with the Consortium Member Entity or team of Member Entities whose proposal was selected. The CAO shall administer the Government-funded Prototype Project and the resultant Project Agreements. The Government's designated AOR for the specific Project will supervise the technical work and monitor performance of agreed milestones performed by the Project Agreement Holder (PAH) in execution of the Prototype Projects.

For Task Requests, the CAO will provide the Consortium Member Entities with a Task Request and the Consortium Member Entities will provide a response to the CAO as to whether or not it will support the task, given the level of effort required and funding available to the Consortium.

For SBIR Phase III projects, the Government will provide the CAO with a request for proposal for an identified Consortium Member Entity for the purposes continuing R&D efforts as a SBIR Phase III project under this OTA for an effort that was previously competed and performed via a SBIR Phase I and/or Phase II contract.

The Government reserves the right to revise the terms and conditions of the Prototype Projects in accordance with Article III, Section D.

D. Reports

The Consortium Member Entity(ies) conducting Project Task Assignments in accordance with this Agreement shall maintain records of the activities performed and funding expended under the Project Task Assignments and the results of any studies, analyses, tests and other investigations conducted.

PAHs shall submit the following reports to the CAO who will review and provide one cumulative report. A comprehensive list of reports are listed on the Contract Data Requirements List (CDRL) Document Summary List (Attachment 4). The CAO will ensure that all data items are prepared, updated, delivered, and tracked in accordance with CDRL requirements.

(1) CAO Reports:

(i) Annual Reports (Data Item No. A047): Annual reports are required for projects that are more than one year in duration. This report will provide a concise and factual discussion of significant accomplishment(s) and progress during the year covered by the report. Each of the topics described below shall be addressed for the project performed:

i. A comparison of actual accomplishments with the goals and objectives of the project established for the period.

ii. Reasons why established goals and objectives were not met, if appropriate.

iii. A cumulative chronological list of written publications in technical journals. Include those in press as well as manuscripts in preparation and planned for later submission. Indicate likely journals, authors and titles.

iv. Papers presented at meetings, conferences, seminars, etc.

v. New discoveries, inventions or patent disclosures and specific applications stemming from the individual project provided that such disclosure shall not compromise the rights of the inventor.

vi. Consortium membership list.

vii. Annual Report Requirements Metrics Questionnaire” (Attachment 5).

The Consortium, through its CAO, shall provide a completed “Annual Report Requirements Metrics Questionnaire” (Attachment 5) with each Annual Technical Report.

(ii) Quarterly Reports (Data Item No. A048): This report will have two major sections:

i. Program Status Report. The Program Status Report shall provide an assessment of the technical progress to date and report on problems, technical issues or major developments during the reporting period. The Annual Report shall be submitted in lieu of a Quarterly Report for the 4th Quarter. Each of the topics described below shall be addressed for each project:

1. A description of Project products/documents and deliverables.

2. Description of key results and/or findings and conclusions regarding deficiencies, approaches, methodologies, techniques, practices, technical barriers, and design solutions.

3. Test results and discussion thereof to include any supporting spreadsheets or data.

4. An assessment of schedule status by tasks and plans for the next reporting period.

5. Documentation of nontraditional participation.

ii. Business/Financial Status Report. The Business/Financial Status Report shall contain financial information on each project in which resources were expended in that quarter. The report shall include a summary of the following for each project:

1. The total budgeted dollars by project.

2. Total funds planned and expended (cost and cost share separately identified), by Project, for the quarter; cumulative funds planned and expended to date and the percentage of total funds spent to date along with a statement whether or not remaining funds are sufficient to complete the effort. If the funds are not sufficient a recovery plan shall be provided.

3. Percentage of work completed, by tasks during the quarter, and cumulative percentage of total effort completed to date.

(2) Prototype Project Reports:

(i) The PAH(s) will prepare the reports and provided to the CAO for submission to the Government IAW with Attachment 4. Identification of the reports required for an individual project will be included in the specific RPP, Task Request, or SBIR Phase III request for such project, as appropriate.

E. Roles and Responsibilities

Government Responsibilities. The Government will provide strategic technology development and technical guidance through RPPs, RWPs, Task Requests, and SBIR Phase III requests. The Government will issue RPPs, RWPs, Task Requests, and SBIR Phase III requests to the CAO to solicit Prototype Projects under this Agreement. The Government will be responsible for evaluation, acceptance and selection of the project white papers and proposals submitted by the CAO. The Government will monitor the technical work performed and technical compliance under each funded Project Agreement. The Government also may (1) directly participate in these collaborative efforts, (2) provide full or partial funding, and (3) share expertise and facilities.

CAO Responsibilities. The CAO will transmit Government RPPs, RWPs, Task Requests, and SBIR Phase III requests to the Consortium’s Member Entity(ies) for proposal submissions. The CAO will enter into project Agreements with Consortium Member Entity(ies) whose Prototype Project(s) was selected for funding by the Government through the above process. The CAO will provide administrative support on the Government-funded Prototype Projects and the project Agreements. However, the Project Agreement Holder (PAH) is solely responsible for performance of the project. The CAO may participate with the Government in the planning, programming and budgeting of the Prototype Projects. The CAO will review EWP and proposal submissions for conformance with OTA Authority and with Government requirements.

Consortium Member Entity Responsibilities. Consortium Member Entities may provide proposals for Projects in response to the RPPs, RWPs, Task Requests, and SBIR Phase III requests sent to the CAO addressing the Government’s Objectives Areas. Each Consortium Member Entity with proposals that are selected and funded will perform the agreed activities defined in the Statement of Work (SOW) contained within its Project Agreement. Consortium Member Entities may participate with the CAO and the Government in the planning, programming and budgeting of the Prototype Projects. Consortium Member Entities may, under a Project Agreement, (1) share in the funding either as a Cash Contribution or In-Kind Contribution; (2) contribute their own resources including personnel; and/or (3) contribute materials, facilities, equipment or instrumentation.

Objectives of the Parties. In their collaboration, the Government and the CAO will strive to accomplish the following:

i) Establish sound technical and programmatic performance goals and objectives based on the needs and requirements of the User.

ii) Create RWPs and RPPs based upon the needs presented by Government customers, technology ideas submitted by the CAO and expected available funding from various sources within the DoD.

iii) Maximize the utilization of Government, industry and academia capabilities.

Additional Government Participation. The Parties agree that other organizations and agencies within the U.S. Government may participate in the collaborative activities through a Memorandum of Agreement or other such arrangement.

OTA Operations. The operation of this Agreement shall be in accordance with the Standard Operating Procedures established for these purposes, incorporated into this Agreement as Attachment 3.

Consortium Membership Agreement. Each Consortium Member Entity shall become a signatory to the CAO’s Consortium Membership Agreement (CMA) before becoming eligible to submit a white paper in response to an RWP. The CAO’s CMA shall govern the relationship of the CAO and its Consortium Member Entities.

ARTICLE II: TERM

A. The Term of this Agreement

The Agreement is effective upon the signature date of the Agreements Officer and continues for ten (10) years from the effective date. The total estimated value of Prototype Projects to be awarded under the terms and conditions of this Agreement is $2,000,000,000. If at any time funds expended exceed the total estimated value prior to the expiration of the term, the Parties have no obligation to continue performance and may elect to cease their efforts at that point. Total funds obligated to this Agreement are reflected through the cumulative total of Technical Direction Letters (TDLs) and modifications adding funds to the Agreement.

B. Termination Provisions

Subject to a reasonable determination that the Program, or a project funded under the Program, will not produce beneficial results commensurate with the expenditure of resources, the Government may terminate performance of work under this OTA or for specific project, 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 CAO 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 CAO shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

(1) Stop work and direct the Project Award Holder (PAH)(s) to stop work as specified in the notice.

(2) Place no further Project Agreements, subcontracts or orders (collectively referred to as “orders” in this clause) for materials, services, or facilities, except as necessary to complete the continued portion of the OTA or specific project.

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

(4) 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 clause.

(5) As directed by the AO, obtain from the PAH(s) under the terminated portion of the Agreement or project a transfer of title to the following, where applicable, and deliver to the Government:

(i) the fabricated or unfabricated parts, work in process, completed work, supplies, and other material produced or acquired for the work terminated, and

(ii) completed or partially completed plans, drawings, information, and other property.

This requirement applies only to items that, if the order had been completed, would have been required to be furnished to the Government.

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

(7) Take any action that may be necessary, or that the AO may direct, for the protection and preservation of the property related to the project that is in the possession of the PAH(s) and in which the Government has or may acquire an interest.

(8) Use its best efforts to sell, as directed or authorized by the AO, any property of the types referred to under Article II(B)(5); provided, however, that the CAO

(i) is not required to extend credit to any purchaser, and

(ii) may arrange for the PAHs 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 Project property will be applied to reduce any payments to be made by the Government under that particular Project.

The terms of Article VII, Disputes, Article VIII, Confidential and/or Proprietary Information, Article X, Patent Rights, Article XI, Data Rights and Copyrights, and Article XX, Liability of the Parties shall survive any termination of the Agreement or any Project Agreement issued thereunder.

B.1. Material Breach by a Consortium Member If the PAH materially fails to comply with the provisions of a Project Agreement, the CAO shall notify the AO in writing and the AO, after issuance of a Cure Notice to the CAO, and after allowing a reasonable time (no shorter than 10 days) to address the noncompliance, may take one or more of the following actions as appropriate:

(a) Temporarily withhold payments pending correction of the deficiency by the PAH,

(b) Disallow all or part of the price of the activity or action not in compliance,

(c) Wholly or partly suspend or terminate the project,

(d) Withhold further funding for the project, or

(e) Take any other legally available remedies.

B.2. Termination Costs In the event of a termination, the Government, the CAO, and PAHs will negotiate in good faith, an equitable reimbursement for work performed toward accomplishment of the task or tasks of Project Agreements. The Government will allow full credit for the Government’s share of the obligations properly incurred by the PAH(s) or the CAO prior to termination. Costs incurred by the PAH(s) or the CAO during a suspension or after termination of a project are not allowable unless the Agreements Officer (AO) expressly authorizes them in either the notices of suspension or termination, or in a subsequent notice.

Other PAH costs incurred during a suspension or after termination which are necessary and not reasonably avoidable are allowable if:

(a) The costs result from obligations which were properly incurred by the PAH(s) or the CAO before the effective date of the suspension or termination, were not in anticipation of the suspension or termination, and are non-cancellable; and

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

Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article VII, Disputes.

B.3. Close-out Procedure When an individual Project Agreement is completed or terminated after the CAO has received Government funding, the following closeout procedures apply:

(a) Definitions

(i) “Closeout” – the process by which the Government determines that all applicable administrative actions and all required work have been completed by the PAH(s) and the Government.

(ii) “Date of Completion” – the date on which all work is completed or the date on which the period of performance ends.

(iii) “Disallowed costs” – those charges that the Government or its representative determines to be unallowable, in accordance with the terms and conditions of this Agreement.

(b) The Government will make prompt payments to the CAO for Payable Milestones reached but not yet paid under the Project Agreement being closed out.

(c) The CAO shall immediately refund any balance of unobligated (unencumbered) cash that the Government has paid and that is not authorized to be retained by the PAH(s) for use in the performance of this Agreement.

(d) The Government will obtain from the CAO within 90 calendar days after the date of completion of a Project Agreement, all reports specified in the Project Agreement. The Government may grant extensions when requested by the CAO.

(e) For terminated Projects, when authorized, the Government will make a settlement for any upward or downward adjustments to the Government’s share of costs after reports are received based on final, actual expenditures.

(f) The CAO shall account for any property received from the Government and shall request disposition instructions from the AO, if applicable. Refer to Article XIII.

C. Stop Work Clause

As directed by the Agreements Officer, the CAO may, at any time, by written order to the PAH(s), require the PAH to stop all, or any part, of the work called for under any Project for a period of 90 calendar days after the written order is delivered to the PAH, and for any further period to which the parties may agree.

The order shall be specifically identified as a stop-work order issued under this Article. Upon receipt of the order, the PAH shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to the work covered by the order during the period of work stoppage. Within a period of 90 calendar days after a stop-work is delivered to the PAH, or within any extension of that period to which the parties shall have agreed, the CAO shall either:

(a) Cancel the stop-work order; or

(b) Terminate the work covered by the Project.

If a stop work order issued under this clause is cancelled, the PAH shall resume work. The Government through the CAO shall make an equitable adjustment in the delivery schedule or the Project’s estimated cost/price, or both.

If a stop work order is not cancelled and the work covered by the Project is terminated in accordance with Article II, the CAO shall work with the PAH to negotiate an equitable reimbursement in accordance with Article II (B.2) – Termination Costs.

ARTICLE III: MANAGEMENT OF THE AGREEMENT AND PROTOTYPE PROJECTS

A. The Consortium

The Consortium as defined in this Agreement as [NAME OF THE CONSORTIUM] was formed to provide the Government expertise in guided missile technologies, manufacturing and enabling/disruptive technologies, and aviation technologies pursuant to Prototype Projects selected by the Government. The members of the Consortium as of the date of this Agreement are listed in [Attachment TBD].

B. The following CAO decisions are subject to ACC-RSA approval:

1. Changes to the OTA standard operating procedures (Attachment 3), if such changes substantially alter the relationship of the Parties as originally agreed upon when the OTA was executed;

2. Changes to, or elimination of, any ACC-RSA funding allocation to any Consortium Member Entity as technically and/or financially justified; and

3. Changes to or termination of any Project Agreement due to the failure by the PAH to comply with the provisions of the Agreement.

C. Management and Project Structure

Technical and project management of the coordinated research Program established under this Agreement shall be accomplished through the management structures and processes detailed in this Article.

Signatory Authority: The CAO’s [TITLE OF SIGNATURE AUTHORITY] has been granted the authority to execute this Agreement on behalf of the CAO and is responsible for the overall day-to-day management of the Consortium and the CAO’s administration of this Agreement.

The CAO shall be responsible for the overall day-to-day management of Government-issued Prototype Projects and Project Agreements under this OTA, including general oversight of technical, programmatic, reporting, financial, administrative and contractual matters. PAHs shall be solely responsible for the performance of each Prototype Project funded pursuant this Agreement. The CAO shall provide an updated list of Consortium Members to the AO annually.

As established by funded Projects under the OTA, the Program Manager shall fully participate in the appropriate program technical meetings held by the PAH. The AORs and other Government personnel, as deemed appropriate by the Program Manager, also may participate in the technical portion of these meetings.

D. Modifications

As a result of scheduled meetings, end-of-Program reviews, or at any time during the term of the Agreement, research progress or results may indicate that a change in the Agreement’s scope, objectives or term would be beneficial to Program Objectives. Recommendations for modifications, including justifications to support any changes to the Agreement Scope, will be documented in a letter by the CAO and submitted to the Program Manager with a copy to the AO. This documentation letter will detail the technical, chronological and financial impact of the proposed modification to the research Program. The Program Manager shall be responsible for the review and verification of any recommendations to revise or otherwise modify the Agreement Scope or other proposed changes to the terms and conditions of this Agreement. The AO will issue all approved modifications to this Agreement.

With regard to Projects the Government determines to fund as a result of the Prototype Project process specified in Article I.C, any Consortium Member Entity recommendations for modifications, including justifications to support any changes to the funded Project, will be documented in a letter and submitted to the CAO, which will in turn transmit the request to the AO with a copy to the Government AOR designated for the particular Project. The AO will be responsible for reviewing the request and for any subsequent modification of the terms and conditions of the Project awards. The CAO shall modify Project Agreement(s) in the event any such modifications or changes to the Project are made.

For minor or administrative Agreement modifications (e.g., changes in the paying office or appropriation data, changes to Government representatives identified in the Agreement, etc.) the Agreements Officer will issue a written, unilateral Agreement modification; no signature is required by the CAO. The Government and the CAO shall approve and execute a written, bilateral Agreement modification for all other Agreement modifications.

ARTICLE IV: AGREEMENT ADMINISTRATION

Unless otherwise provided in this Agreement, approvals permitted or required to be made by ACC-RSA may be made only by the ACC-RSA Agreements Officer (AO). Administrative and contractual matters under this Agreement shall be referred to the following representatives of the Parties:

ACC-RSA: LaMeshia Billington Agreements Officer U.S. Army Contracting Command – Redstone Building 5303 Sparkman Center

Redstone Arsenal, AL 35898 Phone: (256) 876-5674 Email: lameshia.r.billington.civ@mail.mil

CAO: TBD UPON AWARD

Technical Matters under this Agreement shall be referred to the following representatives:

Acquisition Liaison Office: Christina L. Brantley OTA Program Director

AMRDEC, RDMR-WDG-C

Phone: (256) 842-6921 Email: christina.l.brantley2.civ@mail.mil

CAO: TBD UPON AWARD

Each party may change its representatives named in this Article by written notification to the other Party.

Cognizant Defense Contract Management Agency (DCMA) Administrative Agreements Office (AAO):

TBD UPON AWARD

Cognizant Defense Contract Audit Agency (DCAA) Office: TBD UPON AWARD

Cognizant Defense Finance and Accounting Service (DFAS) Office:

DFAS Columbus Center - HQ0338

SOUTH ENTITLEMENT OPERATIONS

P.O. BOX 182317

COLUMBUS, OH 43218-2264

Phone: 800-756-4571

FAX: 866-473-5429

Agreements Officer Representative (AOR): AOR will be designated by the Government on a per-project basis.

ARTICLE V: OBLIGATION AND PAYMENT

A. Obligation

Except as specified in Article XX,…