Draft Section H - Special Contract Requirements(3).docx

Section H

H.1 PLACING ORDERS

The Contracting Officer will issue Delivery Orders for Hardware and Task Orders for Services as described in this section.

H.1.1 DELIVERY ORDERS

H.1.1.2 On a unilateral basis, the Contracting Officer will issue Delivery Orders for hardware and the Technical Data Package IAW DFARS Clause 252.216-7006 Ordering, FAR Clause 52.216-19 Order Limitations, and all other terms and conditions of the contract. Delivery terms shall be IAW H.1.1.2.2 or as otherwise provided in the Schedule. Hardware in support of H.1.1.2 includes Vehicles, Vehicle Installed and Packaged Kits, Trailers, Trailer Installed and Packaged Kits, Authorized Stockage List (ASL) and Test Hardware.

H.1.1.2.1 PAINT COLOR

Vehicles, Vehicle Kits, Trailers, and Trailer Kits Topcoat (Paint) Color. The Government will identify the required topcoat color for end items (vehicles, trailers, or kits) at Delivery Order issuance. The contractor shall deliver the end items in the topcoat color as ordered at the single Firm Fixed Price (FFP) pursuant to the Schedule.

H.1.1.2.2 DELIVERY ORDER DELIVERY SCHEDULE

Delivery Orders for hardware will be issued in accordance with H.1.1.2.2.1 - H.1.1.2.2.4, unless otherwise agreed upon by the parties.

H.1.1.2.2.1 VEHICLE AND VEHICLE INSTALLED AND PACKAGED KIT DELIVERY ORDERS

Deliveries shall begin no later than 18 months after issuance of the first delivery order and end no later than 30 months after issuance of the first delivery order after contract award. The Government requires deliveries to begin no later than 10 months after issuance of all subsequent delivery orders and end no later than 22 months after issuance of the delivery order.

H.1.1.2.2.2 TRAILER AND TRAILER INSTALLED AND PACKAGED KIT DELIVERY ORDERS

The Government requires deliveries to begin no later than 18 months after issuance of the first delivery order and end no later than 30 months after issuance of the first delivery order. The Government requires deliveries to begin no later than 6 months after issuance of all subsequent delivery orders and end no later than 18 months after issuance of the delivery order.

H.1.1.2.2.3 AUTHORIZED STOCKAGE LIST DELIVERY ORDERS

The Government requires deliveries to begin no later than 6 months after issuance of a delivery order and end no later than 12 months after issuance of a delivery order.

H.1.1.2.2.4 TEST HARDWARE DELIVERY ORDERS

The Government requires deliveries to begin no later than 18 months after issuance of the first delivery order and end no later than 21 months after issuance of the first delivery order. The Government requires deliveries to begin no later than 10 months after issuance of all subsequent delivery orders and end no later than 15 months after issuance of the delivery.

H.1.1.2.3 DELIVERY ORDER TRACKING

Delivery Orders for hardware issued under the contract are summarized within H.1.1.2.3.1 - H.1.1.2.3.4 below:

H.1.1.2.3.1 VEHICLE DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.1.2.3.2 VEHICLE INSTALLED AND PACKAGED KIT DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.1.2.3.3 TRAILER DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.1.2.4 TRAILER INSTALLED AND PACKAGED KIT DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.1.2.3.5 AUTHORIZED STOCKAGE LIST DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.1.2.3.6 TEST HARDWARE DELIVERY ORDER TRACKING:

Delivery Order # Quantity Total Dollar ($) Value

Grand Totals

H.1.2 Engineering Change Order Implementation (ECOI): On a bilateral basis, the Contracting Officer will issue Delivery Orders for Engineering Change Order Implementation as a result of Government initiated ECPs, unless the terms and conditions of section H.1.2.2 apply.

H.1.2.1 Prior to Delivery Order issuance the Contracting Officer will issue a Request for Proposal Task Order Proposal (RFTOP) specific to the Engineering Change Order Implementation requirement. The Contractor shall respond with a proposal within 30 calendar days after receipt of the RFTOP.

H.1.2.2 ADVANCE CHANGE ADJUSTMENT AGREEMENTS FOR ENGINEERING CHANGE PROPOSALS

H.1.2.2.1 PURPOSE AND TERMS

This section establishes the procedures by which the parties agree to incorporate engineering change proposals (ECPs) under this contract without an equitable adjustment to the contract price. This clause only applies to Configuration Control Board (CCB) Engineering Changes (exclusive of VECPs) applicable to supplies to be delivered under this contract. The parties agree that each change that reflects a net total for an increase or decrease of $75,000.00 or less shall be a change having no effect on the contract price. The net total is in relation to the total amount of vehicles and kits (on contract and including notional future orders) affected by the ECP and the cost to review the ECP through the CCB process.

H.1.2.2.2 PROCEDURE

When it is proposed to make a change IAW FAR Clause 52.243-1 Changes-Fixed-Price and both parties agree that such a change shall require no equitable adjustment as contemplated by paragraph (b) of this clause, the Contractor shall submit a written proposal or offer to accomplish the proposed change without an equitable adjustment. If the Contracting Officer determines no adjustment is necessary, the Contractor's proposal may be accepted by issuing a unilateral modification using an SF Form 30, Amendment of Solicitation/Modification of Contract. The modification shall (1) be issued under the Changes clause; (2) cite this clause; (3) reference the Contractor's proposal or offer; and (4) direct the changes to be made. The issuance of the modification shall constitute acceptance of the Contractor's proposal or offer, shall be binding on both parties, and shall be a full, complete and final settlement for the directed changes.

H.1.3 TASK ORDERS

H.1.3.1 On a unilateral basis, the Contracting Officer will issue Task Orders for Systems Engineering/Program Management and Storage and Maintenance (Vehicles, Trailers and Packaged Kits) based on fixed rates within the schedule, IAW DFARS Clause 252.216-7006 Ordering, FAR Clause 52.216-19 Order Limitations, and all other terms and conditions of the contract.

H.1.3.2 On a bilateral basis, the Contracting Officer will issue Task Orders for Test Support, Field Service Representative Support (FSRS) (CONUS and OCONUS), Total Package Fielding (TPF) (CONUS and OCONUS), and System Technical Support (STS) unless the terms of H.1.3.2.4 apply. Labor rates and Labor Fee for these tasks shall be fixed and identified in the Schedule.

H.1.3.2.1 Prior to Task Order issuance, the Contracting Officer will issue a Request for Proposal Task Order Proposal (RFTOP) specific to the TPF, or STS requirement. The Contractor shall respond with a proposal 10 business days after receipt of the RFTOP. The 10 business days starts on the business day following the release of the RFTOP.

H.1.3.2.2 The Statement of Work for the specific effort, and any terms and conditions, such that they do not conflict with the base contract, will be incorporated at the Task Order level. In the event of a conflict the Base Contract takes precedence.

H.1.3.2.3 The Contractor shall begin no work nor incur any costs until authorized by the Contracting Officer.

H.1.3.2.4 The Government reserves the right to issue a Task Order for labor hours only, based on the fixed labor rate in the Schedule, on a unilateral basis.

H.2 ADDITIONAL PROGRAM PROTECTION REQUIREMENTS

The following incidents and situations shall be reported through the Facility Security Officer to the nearest U.S. Army Counterintelligence (CI) office and the Defense Security Service as required by DoD 5220.22-M, National Industrial Security Program Operating Manual. If the U.S. Army CI office is not readily available, the FSO or representative security individual will report the information to the program Government Security Office, which will ensure that reports are relayed, within 24 hours, IAW AR 381-12, Threat and Awareness Reporting Program, to U.S. Army CI:

a. Attempts by unauthorized persons to obtain classified or unclassified information concerning U.S. Army facilities, activities, personnel, technology, or material through questioning, elicitation, trickery, bribery, threats, coercion, blackmail, photography, observation, collection of documents or material, correspondence, or computer hacking

b. Known, suspected, or contemplated acts of espionage.

c. Contacts with persons whom they know or suspect to be members of or associated with foreign intelligence, security, or terrorist organizations. These do not include contacts as a part of official duties.

d. Contacts with any official or other citizen of a foreign country when that person

(1) Exhibits excessive knowledge or undue interest about the employee or his duties

(2) Exhibits undue interest in U.S. technology; research, development, testing, and evaluation efforts; weapons systems; or scientific information

(3) Attempts to obtain classified or unclassified information

(4) Attempts to place employee under obligation through special treatment, favors, gifts, money, or other means

(5) Attempts to establish any type of business relationship that is outside the range of normal official duties

e. All incidents in which employees or their family members traveling to or through foreign countries are

(1) Subjected to questions regarding their duties

(2) Requested to provide military information

(3) Threatened, coerced, or pressured in any way to cooperate with a foreign intelligence service or foreign government official

(4) Offered assistance in gaining access to people or locations not routinely afforded Americans.

(5) Contacted by foreign government law enforcement, security, or intelligence officials

f. Information concerning any international or domestic terrorist activity or sabotage that poses an actual or potential threat to Army or other U.S. facilities, activities, personnel, or resources.

g. Any known or suspected illegal diversion or attempted illegal diversion of U.S. technology to a foreign country.

h. Active attempts to encourage employees to violate laws, disobey lawful orders or regulations, or disrupt military activities (subversion).

i. Known or suspected acts of treason.

j. Participation in activities advocating or teaching the overthrow of the United States by force or violence or seeking to alter the form of Government by unconstitutional means (sedition).

k. Known, suspected, or attempted intrusions into classified or unclassified information systems by unauthorized users or by authorized users attempting to gain unauthorized access.

l. Any situation involving coercion, influence, or pressure brought to bear on employees through family members residing in foreign countries.

H.3 ECONOMIC PRICE ADJUSTMENT

H.3.1 The purpose of this section is to provide economic price adjustments, upward or downward, for the JLTV FoV program, for only the vehicle production CLINs ordered in Option Years 6, 7, 8, 9 and 10. For Option Year 6, the applicable CLINs are 6101-6104 and 6201-6204. For Option Year 7, the applicable CLINs are 7101-7104 and 7201-7204. For Option Year 8, the applicable CLINs are 8101-8104. For Option Year 9, the applicable CLINs are 9101-9104. For Option Year 10, the applicable CLINs are 0101-0104. This clause applies to the aforementioned vehicle CLINs only; no adjustment will be applied to installed or packaged kits, trailers or any other hardware or services.

H.3.2 The contractor warrants that the prices set forth in this clause do not include allowances for any contingency to the extent covered by this clause.

H.3.3 Regardless of the actual cost during the performance of this contract, economic price adjustments shall be made only as provided herein.

H.3.4 Any such price adjustment shall be determined by completion of the EPA Tables located at the end of this provision and is applicable only to vehicles ordered within the future 12-month period. The adjustment period shall begin at the beginning of each ordering period. The contractor shall do the calculations required to complete the attached Tables for each applicable computation period shown in the Tables. The contractor shall complete a separate Table for each mission configuration package (GP, HGC, CCWC, and UTL) that has a unique Unit Price subject to Adjustment, and shall indicate in its calculations to which CLINs each table applies. Also, if the contract includes prices that vary by quantity ordered (range pricing), the contractor shall complete an EPA Table for each quantity/price.

The contractor shall submit the calculations to the Contracting Officer no later than thirty (30) calendar days after the Bureau of Labor Statistics publishes the first available indexes (even if the publication labels the index value as preliminary) for the month that is three months prior to that shown in Column (1) of the applicable EPA Table. In all cases, not-seasonally-adjusted indexes shall be used in Column (4) of the Tables. A submittal is required even if no adjustment to the contract is deemed applicable. Submission of EPA Tables shall be at no additional cost to the Government.

Any Economic Price Adjustment will be incorporated by a contract modification, which shall include adjusted contract unit prices. If an agreement on adjustment cannot be reached prior to the first vehicle option ordered in Option Period 6, 7, 8, 9 or 10 or within any extension granted by the Contracting Officer, the Contracting Officer may determine a reasonable adjustment in accordance with this provision, subject to contractor appeal as provided in the “Disputes” clause.

H.3.5 Any dispute arising under this provision shall be resolved in accordance with the “Disputes” clause of this contract.

H.3.6 A total of seventy percent (70%) of the original contract unit price shall be that portion of the Unit Price Subject to Adjustment, hereinafter referred to as the “UPSA”, for all adjustments herein. The “original contract unit price” is the unit price contained in the contract, for Option Period 6, 7, 8, 9 or 10 as applicable, at the date of the base award. The “original contract unit price” shall not be affected by any subsequent changes in price throughout the terms of the contract.

H.3.7 For computing adjustments under this clause, the price subject to adjustment shall be apportioned as shown in the Amount per Adjustment Period column (Column (2)) of the EPA Table.

H.3.8 Economic Price Adjustment Tables are contained in Attachment 0160 – Economic Price Adjustment (EPA) Tables: Column (1) is the applicable date for the start of each adjustment calculation period. Column (1) also lists the index to be used. Column (2) is the amount of contract unit price subject to adjustment within the adjustment period. Column (3) is the upper and lower index values of the non-adjustment band. Column (4) is the actual index value, which is to be the first available index value published for the month that is three months prior to the month shown in Column (1) (e.g., if the month in Column (1) is Jul 2020, use the actual index value for Apr 2020). The index value shall be used even if the Bureau of Labor Statistics labels it as preliminary. Columns (4), (5), (6), and (7) are completed at the time of each adjustment calculation.

H.3.9 Economic price adjustments to the contract price shall be made as follows for each CLIN subject to adjustment, based on the applicable initial published index:

H.3.9.1 When the actual index value (Column (4)) is within the non-adjustment band (Column (3)), no adjustment will be made.

H.3.9.2 When the actual index value in Column (4) is greater than the upper projected index value in Column (3), the difference (plus) will be entered in Column (5). When the actual index value in Column (4) is less than the lower projected index value in Column (3), the difference (minus) will be entered in Column (5).

H.3.9.3 The differences, whether plus or minus, shall be divided by the projected index value in Column (3) used to calculate the difference. The resulting percentage change shall be set forth in Column (6). That percentage shall be carried to two (2) decimal places.

H.3.9.4 The amounts in the projected Economic Price Adjustment profile set forth in Column (2) of the Economic Price Adjustment Table will be multiplied by the percentage change (plus or minus) in Column (6). The resulting amount shall be set forth in Column (7). The resulting amount shall be rounded to the nearest dollar.

H.3.9.5 The amount in Column (7) shall be the adjustment to contract unit price for the applicable CLIN.

H.3.10 Under this clause, the maximum increase to any particular vehicle unit price shall be 10% of the original contract unit price (as of the date of base contract award) for that vehicle. There shall be no limitation on the amount of decrease under this clause.

H.3.11 In the event any index cited is discontinued or substantially altered by the Bureau of Labor Statistics, the parties shall mutually agree on an appropriate substitute index to be effective as of the date of index discontinuance or alteration.

In the event an index is discontinued or substantially altered, the contractor shall notify the Contracting Officer in writing within 60 calendar days of discontinuance or alteration. Upon such notification from the contractor, the parties will proceed to mutually establish a replacement index. If mutual agreement cannot be reached prior to the date the contractor is required to submit the applicable Economic Price Adjustment Tables, the Contracting Officer may make a unilateral index replacement. Alternatively, the parties may continue to mutually proceed to establish a replacement index. In this case, the Government may exercise options using the original contract unit price (as a billing price), pending agreement on a replacement index needed to calculate the price adjustment.

H.3.12 The contractor shall certify on a final adjusting invoice that the amounts invoiced under this contract reflect all decreases required by this clause.

H.3.13 ADJUSTMENTS PURSUANT TO THE CHANGES PROVISION

Pricing actions pursuant to the “Changes” clause or other provisions within this contract will be priced as though there were no provision for Economic Price Adjustment.

H.3.14 INDEX AND PERCENTAGE OF UPSA

The Bureau of Labor Statistics data to use, and the percentage of UPSA, shall be as follows:

H.3.15 EXAMPLES

Attachment 0160 – EPA Tables includes three (3) examples for Option Period 6, CLIN 6101 using Economic Price Adjustment Table 1, in which the actual index value exceeds the projected index value range (Example A), falls within the range (Example B), and is less than the range (Example C).

For each example, assume the CLIN 6101 original contract unit price is $250,000.

H.3.16 ECONOMIC PRICE ADJUSTMENT TABLES

Attachment 0160 EPA Tables includes the tables shall be used for vehicle quantities in Option Periods 6, 7, 8, 9 and 10, for all mission configuration packages.

H.3.17 In the event the contract is modified to incorporate multi-year contract pricing all Economic Price Adjustment provisions will be removed from the contract.

H.4 ALTERNATE FINANCING ARRANGEMENTS

H.4.1 Proposal and award will be based on the use of customary progress payments, in accordance with Office of the Under Secretary of Defense for Acquisition, Technology and Logistics memorandum dated April 27 2011, Subject Cash Flow Tool for Evaluating Alternative Financing Arrangements. Pursuant to the memo, after contract award, the contractor may propose alternative financing arrangements, such as performance based payments schedule, to the Contracting Officer for consideration. If a proposed performance based payment schedule is desired by the contractor, the proposed performance based schedule should be submitted which includes all performance based payment events, completion criteria, and event values along with the contractors expected expenditure profile, and any consideration being offered by the contractor for a more favorable payment structure.

H.5 IDENTIFICATION AND ASSERTION OF RESTRICTION ON THE GOVERNMENT USE, RELEASE, OR DISCLOSURE OF TECHNICAL DATA OR COMPUTER SOFTWARE

H.5.1 The contractor's Identification and Assertion of Restriction on the Government Use, Release, or Disclosure of Technical Data or Computer Software is incorporated into the contract (Attachment 0161, Assertion of Restrictions and Commercial Software Licenses).

H.6 SMALL BUSINESS SUBCONTRACTING PLAN

H.6.1 The contractors Individual Subcontracting Plan is incorporated into the contract (Attachment 0162, Small Business Subcontracting Plan, dated DD MMM YYYY).

H.7 AUTHORIZATION OF GOVERNMENT RATE

H.7.1 The contractor is authorized to obtain test support/services from Major Range and Test Facilities Base (MRTFB) installations at the DoD rate only for testing performed under Section C.2.1.1.1.3 - Engineering Change Proposal, C.2.1.1.1.3.1 - Value Engineering Change Proposal, and Section C.2.5 - Test Deficiencies and Failures. The Contractor is also authorized to receive the DoD rate for efforts associated with Section C.3 - System Technical Support.

H.8 ISSUE RESOLUTION

During contract execution, Government may identify issues with the vehicle design that need to be addressed. When the Government identifies an issue which requires resolution, the contractor shall be responsible for all costs related to the following two scenarios (including but not limited to retrofit and updates to logistics products):

(a) Issues resulting from any contractor-proposed change to the baseline JLTV A2 design documented within the JLTV Family of Vehicles Technical Data Package and Computer Software Package (JLTV FoV TDP and CSP) at the time of contract award.

(b) Issues resulting from failure of the contractor or its suppliers to build conforming product to the requirements documented within the JLTV Technical Data Package and Computer Software Package.

If an issue identified by the Government does not fall into one of the two scenarios above, the corrective action effort to resolve the issue shall be funded under Systems Engineering and Program Management (SEPM). Additionally, the costs of implementation of a design change into the production line and retrofit of the changes into deliverables previously built for design issues which do not meet one of the two scenarios above will be borne by the Government.

Issues are defined as deficiencies, incomplete information, or inaccurate information in the JLTV FoV TDP and CSP that impacts the ability to meet the contractual requirements.

Corrective actions shall be conducted in accordance with the requirements of E.12.