Attachment_0015_Special_Clauses_12JUL18.docx

Javelin LCCS FY19-23 Special Clauses

SPECIAL CONTRACT REQUIREMENTS

SC-1 GOVERNMENT LIABILITY FOR NON-TACTICAL VEHICLES

(a) Contractor liability.

(1) The contractor is responsible for 1) loss or damaged caused by negligence of the Contractor, its agents, or employees, and 2) damage associated with normal wear and tear.

(2) The contractor is liable for, and shall indemnify and hold the Government harmless for, all actions or claims for loss of or damage to property or the injury or death of persons resulting from the fault, negligence, or wrongful act or omission of the Contractor, its agents, or employees.

(b) Government liability. The United States (U.S.) Government is self-insured and provides full insurance coverage for all vehicles in its possession. In addition to this coverage, the government carries full coverage liability, medical, and collision insurance with zero deductible to cover all medical and legal expenses to be paid for injuries or death settlement expenses.

(1) The contractor may submit a claim to the Contracting Officer for any vehicles destroyed or damaged, while in the possession of the Government, due to criminal acts, natural acts (commonly called Acts of God), hostile acts, or alleged fault or negligence by the U.S.

Government. The claim shall include a detailed proposal, documentation substantiating the claim, and an invoice for the replacement vehicle if required by the Contracting Officer.

(2) The Government will compensate the contractor in an amount determined by the Contracting Officer. This amount will not exceed the actual cost of the vehicle, proven by invoice, less a deduction for actual use that shall be computed by multiplying the invoice value of the vehicle at the time of delivery by 3.0% for each month that the government has leased the vehicle, plus other ordinary and necessary costs agreed to by the parties.

(3) All documentation substantiating that the vehicle was destroyed or damaged will be provided to the Contracting Officer prior to authorizing the payment.

(4) Lease payments for a destroyed vehicle will end at the time of destruction, and no further lease payments will be made on the vehicle unless the lessor can supply an equivalent vehicle to replace it within 24 hours of the destruction. The government, however, is not responsible for vehicles under the contractor's control at the time of damage or destruction.

(5) Title of all leased vehicles furnished under this contract shall not pass to the Government upon acceptance, regardless of the time or the location the Government takes physical possession.

(c) The contract price shall not include any costs for insurance or contingency to cover losses, damage, injury, or death for which the Government is responsible under paragraph (b) of this clause.

SC-2 LOGISTICS SUPPORT

Logistic support for contractor employees in Outside the Continental United States (OCONUS) areas may be furnished by the Government to contractor personnel temporarily located in OCONUS locations for support of this contract. Logistics support for OCONUS locations shall be determined on a case by case basis. The Government will not be liable for any additional salary, allowance or benefit considerations for similar services otherwise required to induce employees to accept overseas assignments. The following logistic support may be available:

a. Commissary (includes rationed items)

b. Army and Air Force Exchange Service (AAFES) Facilities, (Mil Exchange, includes rationed items)

c. Armed Forces Recreational Facilities

d. Class VI (alcoholic beverages, includes rationed items)

e. Customs Exemption

f. Legal Assistance

g. Local Morale/Welfare Recreation (MWR) Services

h. Military Banking Facilities

i. Military Postal Service

j. Mortuary Service (AR 600-8-1)

k. Officer or NCO/EM Clubs

l. Purchase of POL (Petroleum, Oil, and Lubricants) Products

m. Transient billets or space available basis after all other eligible personnel have been billeted

n. Dining Facilities (DFAC) at remote sites only (reimbursable)

o. Credit Union Facilities

p. Medical/Dental Services on a reimbursable basis; Dental Care available only for emergency conditions, on a reimbursable basis.

SC-3 DOCUMENTATION FOR REWORK, DISPOSITION, AND GOVERNMENT FURNISHED REPAIR

1. Definitions:

a. Salvage means property which, because of its worn, damaged, deteriorated, or incomplete condition, has no reasonable prospect of sale or use as serviceable property without major repair or alterations, but which has some value in excess of its scrap value.

b. Scrap means property that has no reasonable prospect of being sold for the recovery value of its basic material content.

2. In accordance with FAR 52.245-1 and 52.245-2, as applicable, the contractor shall dispose of all Government material for fixed price and cost CLINs classified as scrap or salvage by shipment to the nearest Defense Logistics Agency (DLA) Dispositions Services Office The contractor shall not receive any benefit or proceeds from disposal of Government material using this procedure.

3. In accordance with FAR 52.211-5(e) Material Requirements, in the performance of this contract, the contractor is authorized to utilize used, reconditioned, or remanufactured supplies if originally procured new under any contract in support of the Javelin Program.

SC-4 INSURANCE

1. Liability to third persons are as follows:

FORM OF POLICY

FOR BODILY INJURY AND $20,000 PER OCCURRENCE FOR

PROPERTY DAMAGE ON COMPREHENSIVE FORM OF POLICY

Attachment 0015

12JUL18

2. The above amounts reflect the minimum types and amounts of insurance required by FAR 52.228-5 and FAR 52.228-7.

3. Liability coverage shall be commensurate with any legal requirement of the locality and sufficient to meet normal and customary claims.

SC-5 DEPOT SUPPORT FACILITY

It is recognized that the contractor intends to use the Depot Support Facility located at: U.S. Army Support Center, 1700 Tradeport Drive, Orlando, Florida, 32824-7007 in performance of this contract.

SC-6 Option Exercise The Base/Core scope consists of Industrial Base, Infrastructure, First to Fight Repairs, Field Site Support Option, NTC Tech & JRTC Support, Korea Support, Brigade Level Repair and Support CLU & FTT, ARNG Repair and Support CLU & FTT, ASP Support. All other scope and CLINs are options.

The Government shall provide written notification of intent to award all FY20, FY 21, FY 22, and FY23 Core scope no later than 1 February of that year. Should the Government elect not to exercise FY20, FY21, FY22, and FY 23 Core scope, the contractor may be entitled to an equitable adjustment to account for all LCCS shutdown costs to include the JMSC facility.

All Core scope must be awarded at the beginning of each fiscal year (October 1) with the exception of the Industrial Base, which is split into periods mutually agreed upon between the USG and JJV. Each period must be awarded at least 15 days prior to the beginning of performance in order to prevent a break in service.

The Government may, at its discretion, unilaterally exercise option CLINs up to the option limit as stated in Section B. Options may be exercised one or more times during the option exercise period as long as the cumulative quantity does not exceed the maximum quantity for that option.

Any options for a particular option window not issued via unilateral or bilateral modification shall remain available to be utilized in the subsequent option period. In the event a portion of an option period quantities are not utilized for a given option exercise period, (i.e, a portion of the option quantity(s) is not utilized) and the Government wishes to exercise options in the subsequent option period, the unused portion of that option exercise period may be transferred to the new option exercise period and options exercised shall be at the new option exercise period rates. The unused option quantities shall be cumulative.

In the event an option exercise period quantities are insufficient to satisfy the requirements for that option period, the Government reserves the right to utilize the option quantities from subsequent option period CLINs and move those options forward to the current option exercise period at the rates applicable to the current option period at the discretion of the Contracting Officer.

The Government shall provide written notice to the contractor within the option exercise periods established below:

Year CLINS Option Exercise Periods FY 19 Core CLINs Contract Award through 28 Feb 2020

FY 22 Core CLINS 1 Mar 2022 through 29 Feb 2023 FY 23 Core CLINS 1 Mar 2023 through 29 Feb 2024

For Brigade Level and Army National Guard (ARNG) effort, the Government will exercise options in such a manner as to ensure continuous, uninterrupted Contract performance.

USMC BST shipments are capped at 21 round-trip shipments each.

FMS customers must exercise their respective LCCS support CLINs prior to exercising related repair and transportation CLINs.

Any new Customer adding LCCS core support following contract award will exercise an option quantity under SLIN 1922UA, 2022UA, 2122UA, 2222UA, or 2322UA equivalent to the Customer’s current CLU Fleet.

SC-7 ORGANIC DEPOT CORE TECHNICAL CAPABILITY

The contractor shall subcontract with Letterkenny Army Depot (LEAD) for a two (2) man level of effort per year, to achieve Javelin Core Technical repair capability.

SC-8 BEYOND ECONOMIC REPAIR (BER)

1. The contractor shall notify the Government when any Government end item to be repaired under this contract is BER, which is defined as repair costs exceeding 80% of most recent US production unit cost (excluding FMS) to include repairs that are required as a result of neglect, abuse, misuse, war, terrorism, and insurgency. The Government will provide direction on whether to scrap or repair. In the event the Government provides direction to repair, then the contractor shall be entitled to an equitable adjustment to the contract price or schedule or both, subject to the contractor submitting an acceptable proposal justifying the adjustment.

2. The contractor shall notify the Government when any Government subassembly to be repaired under this contract is BER, which is defined as repair costs exceeding 75% of replacement cost based on the price of a quantity of 50 in the spares option (of the last major production run), to include repairs that are required as a result of neglect, abuse, misuse, war, terrorism and insurgency.

3. In both instances above, the Government will provide direction on whether to scrap or repair. In the event the Government provides direction to repair, then the contractor shall be entitled to an equitable adjustment to the contract price or schedule or both, subject to the contractor submitting an acceptable proposal justifying the adjustment.

SC-9 SRU/SDR/MISSING TD ITEMS REPLACEMENT

The Government will provide a replacement Secondary Depot Repairable (SDR)/Shop Repairable Unit (SRU) to the contractor if the contractor is required to replace a missing SDR/SRU that was removed at field level. The contractor shall notify the USG in writing to request the replacement before the SDR/SRU is replaced.

SC-10 REPAIRS ON END ITEMS AND SDR/SRU

Repairs are not required to be completed on end items when notified for pickup nine (9) days or less before the end of the CLIN Period of Performance. Repairs of SDRs/SRUs are not required to be completed on SDRs/SRUs received 29 days or less before the end of the CLIN Period of Performance.

SC-11 CONFIGURATION CHANGE(S)

Any configuration change(s) initiated by the Government may be incorporated via Engineering Change Proposal (ECP) in a change order modification, which will include all cost adjustments associated with implementing the change on this LCCS contract through the last option period.

SC-12 CONTRACTOR ACCESS-BUILDINGS

The Government will provide contractor access to a building or part of a building capable of storing CAT III items at fielding locations, other than the contractor depot, to facilitate the staging of CLUs and training devices prior to and during the total package fielding activity.

SC-13 REPAIRS UNDER CORE CLINS

Repairs to be performed under this contract do not include repairs that are required as a result of acts of God (natural disasters, severe weather, etc.).

SC-14 AIRPORT/FLIGHT DELAY SHIPPING IMPACT

In the event airports or flights are shut down for more than 48 hours by any Government entity and this impacts the contractor's ability to ship or receive items, then the Government and contractor shall negotiate, on a case by case basis, an equitable adjustment to the Turn-Around Time (TAT) and Operational Readiness (OR) requirement for affected items. The contractor must have contingency plans in place if the primary point(s) of embarkation/debarkation are shut down to minimize the impact to OR and TAT.

SC-15 TAT Exemptions Should any of the following events occur, the contractor shall be relieved of OR/TAT requirements as specified in Attachment 001 Statement of Work, Sections C-2.0 and C-3.0:

a. Assets arriving with missing parts at the repair facility

b. Assets awaiting parts to complete repair

c. Delaying completion of repair for higher priority assets per Project Office direction (deviation from the standard First-in-First-Out order of repair)

SC-16 USMC CLU RETURN

If a CLU is returned to the contractor by the USMC, It will not be repaired. The contractor will notify the USMC within 72 hours of receipt, and the CLU will be held until disposition instructions are received from the USMC who will arrange to have the CLU picked up and returned to the USMC at the Government's expense.

SC-17 EXPORT LICENSES

The contractor will not be responsible for any impact to TAT or OR due to the failure of the USG to approve export licenses necessary for export of hardware, if needed to support US hardware and if the license request is complete, accurate, and was submitted 90 days prior to the required date and the requirement was made known to the contractor at least 120 days prior to the need for the export license.

SC-18 ASL REPLENISHMENT

Replenishment of Army Authorized Stockage List (ASL) items to Army units will not exceed quantities defined in the mini-ASL (Attachment 013 Javelin Army Authorized Stockage List). Notification will be made to the Government when a US Army unit has requested quantities in excess of this threshold.

SC-19 Material Management

Existing Government owned spares (consumables and repairables) specified in IAW A005 DI-MGMT-80438 are provided to the contractor as Government Furnished Material (GFM) with the understanding that some or all of this GFM may be consumed during the repair of Army, National Guard, and FMS Customer assets.

For US Army and National Guard repairs:

When Contractor Furnished Material (CFM) is used to repair Customer hardware, the title shall remain with the contractor until point of installation. Title to removed parts shall be returned, controlled, and accounted for in the U.S. Government owned inventory account.

For FMS repairs:

The first source of supply for FMS repairs (at the JMSC) will be each customer’s specific JMSC supply account. Should necessary materials not be available in the customer’s supply account and the loan of the CFM or GFM part does not adversely impact the U.S. Army, the US Government shall provide borrow-payback materials required for repairs. The following process will be used:

If parts necessary to complete the repair are located in the CFM account, the contractor shall transfer the parts to the GFM account to support the borrow-payback. If parts are not available in the CFM account, the Government shall provide a borrow-payback part from the GFM account. The part will then be transferred to the customer’s supply account.

1. If the borrowed part is a repairable item it will be returned to the GFM supply account and will close out the payback process.

2. If the borrowed part is an unrepairable “piece part” or a “repairable part” determined to be BER, the contractor shall report that consumption to CCWS as part of the annual material forecasting process. CCWS will be responsible for collecting funds for replenishment of consumed parts. All parts that are replenished under this process will be placed into the GFM account.

Per Attachment 001 SOW Section A-8.0, the Contractor shall collaborate with the USG annually to determine quantities of materials needed to support future periods of performance. The US Government shall be responsible for providing funds to replenish materials for support of future periods. FMS Customers will not be charged for materials used from their existing supply inventories. FMS Customer inventory accounts will not be replenished.

SC-20 FMS REPAIR

The contractor shall perform to the repair TAT for all FMS maintenance actions as follows:

1. The repair TAT for the Javelin training devices shall not exceed an annual average of 30 calendar days.

2. The repair TAT for CLUs shall not exceed an annual average of 30 calendar days.

3. The repair TAT for CLU SDRs shall not exceed an annual average of 30 calendar days.

4. The repair TAT shall begin when the end item or SDR arrives at the contractors dock and ends when the end item or SDR leaves the contractors facility; or when notice of availability is provided to the freight forwarder of the particular FMS Customer.

5. All TATs are dependent upon parts availability in both the FMS customer and Government inventory accounts.

SC-21TRANSPORTATION COORDINATOR

The contractor shall use a dedicated transportation coordinator to facilitate the worldwide transportation of the US Army and USMC Javelin hardware. The Government authorizes the transportation carriers (per the requirements set forth in DoD 5100.76-M, DTR 4500.9 and 49 CFR (or that is authorized by a letter of exception from the Surface Deployment & Distribution Command (SDDC), The Air Mobility Command (AMC) or the Defense Security Service (DSS) as required) to transport the Javelin Command Launch Unit (CLU) which is designated a security risk Category III sensitive arm, IAW AR 190-11, both CONUS and OCONUS. The transportation coordinator shall arrange transport for Javelin hardware in compliance with the requirement of DoD 5100. 76M, DTR 4500.9 and 49 CFR. The transportation coordinator shall enter/transmit shipment data into the Defense Transportation System (DTS) for tracking from point of origin to destination.

SC-22 DIMINISHING MANUFACTURING SOURCES, MATERIAL SHORTAGES, AND OBSOLESCENCE

1. The prices for the CLINs do not include any cost for parts that are non-procurable due to diminishing manufacturing sources, materials shortages, or obsolescence problems that were not anticipated by the contractor under this program, arose from causes beyond the control of and without the fault or negligence of the contractor, and prevent performance by the contractor under this contract.

2. The parties recognize there is a risk that some components required for performance of this contract may not be available due to supplier's ceasing business or no longer being willing to produce the components due to commercial obsolescence. If the contractor is unable to obtain parts, components, subassemblies, assemblies, or test equipment due to diminishing manufacturing sources, materials shortages, or obsolescence, from unanticipated causes beyond the control of and without the fault or negligence of the contractor, and such inability prevents performance by the contractor under this contract; the contractor shall submit notice and a proposal to the Contracting Officer for resolution.

3. If an obsolete component, material shortage or diminishing manufacturing source prohibits repair of a CLU or training device or components/hardware as necessary to meet the OR rate or the repair TAT; then the contractor may exclude applicable units from OR and TAT calculations. The contractor shall notify the Contracting Officer in writing of the units to be excluded with justification for exclusion. The notification shall include the contractor's recommendation to correct the problem and assessment of any cost impacts associated with the recommendation.

SC-23 GOVERNMENT CODES AND ACCESS TO DATA

The Government will provide a Department of Defense Activity Address Code (DODAAC), Routing Identifier Code (RIC), Standard Point Location Code (SPLC) and Commercial and Government Entity Code (CAGE) for contractor maintenance facilities within 30 days after contract award. The Government will provide access to the Army Master Data File (AMDF), Federal Logistics Data on Computer Disk (FEDLOG) and the Automated Resource Management Systems (ARMS).

SC-24 MULTIPLE CONTRACT TYPES

This contract contains multiple contract types. The FAR and DFARS clauses and provisions in this contract apply to the individual CLINs in accordance with the FAR or DFARS prescription for each clause or provision. The Contracting Officer will resolve any ambiguity or election concerning the applicability of a given clause or provision to a specific CLIN, subject to the disputes clause.

SC-25 REPAIR FACILITY LOCATION

The contractor has the right to determine the location for establishment of its repair facility provided there is no impact to the contract price, schedule, or other contractual requirements to this contract.

SC-26 REDSTONE ARSENAL FACILITIES

The following Redstone Arsenal facilities may be provided for use under this contract:

BUILDING 7310 (or equivalent)

BUILDING 7284

BUILDING 7282

BUILDING 7283

BUILDING 7284 G-1

BUILDING 8941

*Charges for such facilities shall be paid by the contractor in an amount to be specified when the facilities are added to the contract.

**Coordination is to be made through the Contracting Officer Representative.

SC-27 OPERATIONAL READINESS (OR)

The 90% OR is only applicable to the extent that the USG funds sufficient maintenance repair activities to maintain a 90% OR. The contractor will notify the USG when the OR is in jeopardy and provide the number of additional maintenance/repair actions required to maintain the 90% OR. Failure of the USG to fund sufficient maintenance repair activities shall relieve the contractor of the 90% OR requirement.

SC-28 Government-Furnished Property (GFP) The contractor is hereby authorized to use government property in its possession that are accountable to the following contracts while performing tasks required by this LCCS contract on a rent-free, non-interference basis: The contractor is authorized to use the GFP listed in Attachment 10 on a rent-free, noninterference basis from date of contract award through completion of the contract. However, all material furnished by the government shall be used only for requirements of the owner of the material (Army including National Guard, USMC, FMS purchaser).

A. W31P4Q-04-C-0046 LCCS

B. W31P4Q-10-C-0263 ENGINEERING SERVICES

C. W31P4Q-09-C-0376 PRODUCTION

D. W31P4Q-10-C-0129 PRODUCTION

E. W31P4Q-13-C-0186 ENGINEERING SERVICES

F. W31P4Q-16-C-0133 LCCS

G. W31P4Q-17-D-0005 ENGINEERING SERVICES

SC-29 Offset and Agent Fees The negotiated pricing excludes FMS offset costs and agent's fees. If an option is exercised in which an offset is required, the contractor shall submit an Offset proposal to be evaluated by the Government as a separately negotiated effort for an equitable adjustment attributable to that specific foreign country in accordance with DFARS clause 252.217-7000 Exercise of Option to fulfill Foreign Military Sales Commitments and then added to the SLIN prices as applicable.

SC-30 Cost Plus Fixed Fee Line Items All Cost Plus Fixed Fee line items are completion form. Payment of the full fee amount on Cost Plus Fixed Fee completion line items is dependent upon the completion of service funded by the line items.