HQ0147-09-R-0006 Sections A through K.doc

Section B - Supplies or Services and Prices

UNDEFINED

HALO-I Operations and Sustainment

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

FOB: Destination

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNDEFINED

HALO-II Operations and Sustainment

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

HALO-III Operations and Sustainment

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

WASP Operations and Sustainment

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

HALO-I Missions

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

MAX COST

BASE FEE

SUBTOTAL MAX COST + BASE

MAX AWARD FEE

TOTAL MAX COST + FEE

UNDEFINED

HALO-II Missions

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

HALO-III Missions

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

WASP Missions

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

Travel

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $13M. If proposing the WASP effort, use $4M. If proposing the total ABS effort, use $17M.

MAX COST

UNDEFINED

Material

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $85M. If proposing the WASP effort, use $45M. If proposing the total ABS effort, use $130M.

MAX COST

UNDEFINED

CDRLs

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

I&M / Technology Development

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

FIXED FEE

UNDEFINED

Award Fee

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $3M. If proposing the WASP effort, use $1M. If proposing the total ABD effort, use $4M.

MAX COST

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $16M. If proposing the WASP effort, use $9M. If proposing the total ABS effort, use $25M.

MAX COST

UNDEFINED

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

UNDEFINED

CPAF

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $3M. If proposing the WASP effort, use $1M. If proposing the total ABS effort, use $4M.

MAX COST

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $16M. If proposing the WASP effort, use $9M. If proposing the total ABS effort, use $25M.

MAX COST

UNDEFINED

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

UNDEFINED

CPAF

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $3M. If proposing the WASP effort, use $1M. If proposing the total ABS effort, use $4M.

MAX COST

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $16M. If proposing the WASP effort, use $9M. If proposing the total ABS effort, use $25M.

MAX COST

UNDEFINED

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

UNDEFINED

CPAF

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $3M. If proposing the WASP effort, use $1M. If proposing the total ABD effort, use $4M.

MAX COST

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $17M. If proposing the WASP effort, use $9M. If proposing the total ABS effort, use $26M.

MAX COST

UNDEFINED

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

UNDEFINED

CPAF

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPIF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 2.0, 3.0, and 4.2. 60% of the negotiated fee amount will be transferred to CLIN 0013 (Award Fee), and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.1.

UNDEFINED

CPAF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraph 4.1.

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all travel in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $3M. If proposing the WASP effort, use $1M. If proposing the total ABD effort, use $4M.

MAX COST

UNDEFINED

COST

This Not to Exceed CLIN will be used to reimburse the contractor for all materials, including fuel, used in support of, and associated with, the attached Statement of Work. If proposing the HALO effort, use $17M. If proposing the WASP effort, use $9M. If proposing the total ABS effort, use $26M.

MAX COST

UNDEFINED

The contractor shall provide all required data and reports as specified on the DD Forms 1423, attached as Section J, Attachment 10, as well as all other data and reports as required by the attached Statement of Work. This CLIN is Not Separately Priced.

UNDEFINED

CPFF

The contractor shall furnish the necessary qualified personnel and services to accomplish the attached Statement of Work paragraphs 4.3 and 4.4.

UNDEFINED

CPAF

Earned Award Fee as determined by the Fee Determining Official. Payments using funds assigned to CLIN 0013 shall be made only for Provisional Award Fee payments and Final Award Fee payments. Sixty percent (60%) of the negotiated fee amount of CLINs 0001 through 0004 will be transferred to this CLIN, and 40% will remain on CLINs 0001 - 0004 as Incentive Fee.

PROVISIONAL AWARD FEE PAYMENTS

(a) Pending a final determination by the Fee Determining Official (FDO) of the total amount of award fee earned for each 12 month evaluation period, a portion of the available award fee for that period may be paid to the Contractor on a monthly basis. This amount shall not exceed TBD percent of the award fee available for the initial award fee evaluation period. For subsequent evaluation periods, this amount shall not exceed TBD percent of the evaluation score for the prior evaluation period times the award fee available for the current period. For example, if the Contractor earned 90 percent of the available fee during the previous award fee period, then the provisional payment would not exceed 72 percent (90 percent times 80 percent) of the total award fee available for the current period.

(b) At the end of the evaluation period, the formal award fee evaluation process is conducted and the FDO determines the earned award fee amount for that period. Based on the FDO determination, the difference between the provisional award fee payments and the FDO's final determination is authorized for payment to the Contractor. In instances where the sum of provisional payments for a particular evaluation period is greater than the FDO's final determination at the end of an award fee period, the Contractor shall repay the Government, with interest in accordance with FAR 52.232-17, "Interest." For purposes of FAR 52.232-17, the due date shall be the date of the first overpayment. The Contractor is required to make prompt repayment, 30 days or less from the date that the Contractor is notified of the FDO's determination. Failure to make such repayment shall require action under FAR 32.606.

(c) If the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the interim rate, payment of provisional award fee shall be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate. All decisions regarding the interim award fee payment and the determination and methodology for determining the interim award fee amount are unilateral decisions made solely at the discretion of the Contracting Officer.

(d) Following is a list by award fee period of the Award Fee Available and Award Fee Earned, applicable to this contract:

Award Fee Period

Award Fee Available

Award Fee Earned

Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

C-01

SCOPE OF WORK (MAY 2005)

The Contractor shall perform the work specified in the Statement of Work (SOW) or other Attachments and Exhibits in Section J of this contract. The Contractor shall provide all necessary materials, labor, equipment and facilities incidental to the performance of this requirement.

Section D - Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

D-01

PACKAGING AND MARKING OF TECHNICAL DATA (APR 2009)

Technical data items shall be preserved, packaged, packed, and marked in accordance with the best commercial practices to meet the packaging requirements of the carrier and insure safe delivery at destination. Classified reports, data and documentation shall be prepared for shipment in accordance with the current National Security Program Operation Manual (NISPOM), DOD 5220.22-M.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Deliveries or Performance

PERIOD OF PERFORMANCE

The Period of Performance for CLINs 0001 through 0013 is 5 years (60 months) from the effective date of the contract. The Period of Performance for the Option CLINs, if exercised, is 1 year (12 months) each, and as stated in the option modifications.

Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

G-01

CONTRACT ADMINISTRATION (APR 2009)

Notwithstanding the Contractor’s responsibility for total management during the performance of this contract, the administration of the contract will require maximum coordination between the Government and the Contractor. The following individuals will be the Government points of contact during the performance of this contract:

a. CONTRACTING OFFICERS

All contract administration will be effected by the Procuring Contracting Officer (PCO) or designated Administrative Contracting Officer (ACO). Communication pertaining to the contract administration should be addressed to the Contracting Officer. Contract administration functions (see FAR 42.302 and DFARS 242.302) are assigned to the cognizant contract administration office. No changes, deviations, or waivers shall be effective without a modification of the contract executed by the Contracting Officer or his duly authorized representative authorizing such changes, deviations, or waivers.

The point of contact for all contractual matters is:

Name: Belinda Williams

Organizational Code: MDA/DACT

Telephone Number: 256-313-6722

E-Mail Address: belinda.williams@mda.mil

b. CONTRACTING OFFICER’S REPRESENTATIVE

The Contracting Officer’s Representative (COR) is not authorized to change any of the terms and conditions of the contract. The Contractor is advised that only the Contracting Officer can change or modify the contract terms or take any other action which obligates the Government. Then, such action must be set forth in a formal modification to the contract. The authority of the COR is strictly limited to him/her, without redelegation, to the specific duties set forth in his/her letter of appointment, a copy of which is furnished to the Contractor. Contractors who rely on direction from other than the Contracting Officer or a COR acting outside the strict limits of his/her responsibilities as set forth in his/her letter of appointment do so at their own risk and expense. Such actions do not bind the Government contractually. Any contractual questions shall be directed to the Contracting Officer.

The COR under this contract is:

Name: Dr. John Ellis

Organizational Code: MDA/DTR

Telephone Number: 256-955-9626

E-Mail Address: john.ellis@mda.mil

c. CONTRACTING OFFICIAL FOR eSRS

FAR 52.219-9, Small Business Subcontracting Plan (April 2008) requires the use of the Electronic Subcontracting Reporting System (eSRS) for subcontract reporting. The contracting official for eSRS under this contract is:

Name: Belinda Williams

Organizational Code: MDA/DACT

Telephone Number: 256-313-6722

E-Mail Address: belinda.williams@mda.mil

For detailed information regarding eSRS visit http://www.acq.osd.mil/dpap/pdi/eb/index.html.

CLAUSES INCORPORATED BY FULL TEXT

G-05 SUBMISSION OF PAYMENT REQUESTS USING WIDE AREA WORK FLOW – RECEIPT AND ACCEPTANCE (WAWF-RA) (SEP 2009)

a. Requirement for Electronic Payment Requests by WAWF-RA

1. The Contractor shall submit all payment requests electronically in accordance with FAR Part 32. As prescribed in DFARS clause 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports, contractors shall submit all payment requests in electronic form unless the exception in the DFARS clause applies. Paper copies will no longer be processed for payment.

2. To facilitate electronic submission, contractors shall submit all payment requests through the Wide Area Work Flow-Receipt and Acceptance (WAWF-RA) System as described at http://www.dfas.mil/contractorpay/electroniccommerce/wideareaworkflow.html using the appropriate Service Acceptor’s DoDAAC (MDA/NCR is HQ0006, MDIOC is H95001, MDA/HSV is HQ0147). When using WAWF-RA, the contractor must include the Contracting Officer’s Representative’s (COR) e-mail in the invoice submission template in order to notify the COR that a WAWF document has been submitted for approval.

3. In accordance with Appendix F of the DFARS, at the time of each delivery of supplies or services under this contract, the contractor shall prepare and furnish to the Government the WAWF-RA electronic form in lieu of a paper copy Material Inspection and Receiving Report (MIRR), DD Form 250.

4. When requesting final payment, the Contractor must establish compliance with all terms of the contract by submitting a Final Receiving Report through WAWF-RA, or Letter of Transmittal, as applicable.

5. The WAWF Training Links are located on the Internet at http://www.wawftraining.com/ and on the ‘live’ site at https://wawf.eb.mil under “About WAWF”.

6. Questions regarding the use of the system are to be directed to the WAWF Help Desk:

DISA DECC Ogden

Electronic Business Service Desk

CONUS ONLY: 1-866-618-5988

COMMERCIAL: 801-605-7095

DSN: 338-7095

FAX COMMERCIAL: 801-605-7453

FAX DSN: 388-7453

cscassig@csd.disa.mil

b. Submission of Vouchers under Time and Materials and Cost Type Contracts

1. Contractors approved under the Defense Contract Audit Agency’s (DCAA) direct billing program may submit the first and subsequent interim vouchers directly to the disbursing office. Contractors participating in the direct billing program must provide a copy of the first interim voucher to the cognizant DCAA office within 5 days of its submission to the disbursing office.

2. Upon written notification to the contractor, DCAA may rescind the direct submission authority. Upon receipt of the notice to rescind the direct submission authority, the contractor will immediately begin to submit invoices for the affected contracts to DCAA.

3. When authorized by the DCAA in accordance with DFARS 242.803(b) (i) (C), the contractor may submit interim payment requests. Such authorization does not extend to the first and final vouchers. Vouchers requesting interim payments shall be submitted no more than once every two weeks. For indefinite delivery type contracts, interim payment requests shall be submitted no more than once every two weeks for each delivery order. There shall be a lapse of no more than 90 calendar days between performance and submission of an interim payment request.

4. The contractor agrees to segregate costs incurred under this contract at the level of performance, either task or subtask, or CLIN or SUBCLIN, rather than on a total contract basis, and to submit vouchers reflecting costs incurred at that level. Vouchers shall contain summaries of work charged during the period covered, as well as overall cumulative summaries for all work invoiced to date, by line item, subline item, task or subtask. Delivery orders will be segregated by individual order.

5. Prior to final voucher submission, the contractor must submit the final report/final deliverable to the contracting officer's representative (COR) for approval. The COR will provide to the contractor an e-mail stating acceptance of the final report/final deliverable. The contractor must attach the approval to the final voucher in WAWF and forward to the cognizant DCAA office and ACO for approval.

G-07

PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (APR 2009)

All CLINs and associated Option CLINs, may be funded by multiple accounting classifications. The Contractor shall segregate cost and submit vouchers as required by provision, Submission of Payment Requests Using Wide Area Work Flow – Receipt and Acceptance (WAWF-RA). The Defense Finance and Accounting Service (DFAS) shall make payments from those Accounting Classification Record Numbers (ACRNs) assigned each CLIN as described in provision Accounting and Appropriation Data.

G-13 NOTICE OF THE GOVERNMENT'S USE OF OUTSIDE CONTRACTORS TO REVIEW SUBMITTED INVOICES, PAYMENT REQUESTS, AND MATERIAL INSPECTION AND RECEIVING REPORTS (MAY 2009) The Government may utilize support contractors to assist the Government in the review and evaluation of the offeror's invoices, payment requests, material inspection and receiving reports, and similar requests for payment or evidence of delivery. These contractors will be provided access to these and other records which may contain the proprietary information of the offeror, to include awarded contracts, to support Government officials in reviewing and reconciling invoices, payment records, and the Government's financial and budgetary records, and in facilitating the timely payment of submitted invoices.

The support contractors are prohibited from obtaining proprietary information to which their employees will have access in the performance of their responsibilities, and are required to promptly notify the contracting officer of any breach of their employees' non-disclosure obligations. Each of the contractor employees has also been required to execute a non-disclosure agreement which acknowledges their responsibilities to only use proprietary information in performance of the above tasks and for no other reason; that they will not share proprietary information with their employers; that they will not use such information for personal or other benefit; and that they will promptly notify their employers of any breaches of their responsibilities.

Unless the offeror specifically objects in writing, the offeror agrees, by the submission of a proposal, to allow the Government's support contractors to have access to the offeror's proprietary information for the purposes described above.

Section H - Special Contract Requirements

AIRWORTHINESS CLAUSE

AIRWORTHINESS

(a) MDA aircraft HALO-I, HALO-II, HALO-III, and WASP are public use aircraft; therefore, the Government is the final airworthiness authority. Decisions concerning readiness for flight will be at the sole discretion of the Government. The contractor shall support such decisions by providing the proper documentation as it pertains to efforts associated with this contract.

(b) In order to ensure continued airworthiness, the contractor must hold a current CFR 145 certificate. In the case of a contractor team one of the team members must be CFR 145 certificated. The CFR 145 contractor or team member will have the responsibility for ensuring that all activities performed under this contract are compliant with CFR 145, the 145-certificate holder’s General Maintenance Manual, all other applicable CFR provisions and the Original Equipment Manufacture’s manual.

(c) Contractor disagreements with a determination made by the Government pursuant to this clause shall be a dispute under the Disputes clause. However, nothing in this clause nor any Government determination made in conjunction with this clause shall excuse the Contractor from proceeding with its duties under the instant contract.

CLAUSES INCORPORATED BY FULL TEXT

H-06 INSURANCE (Apr 2009)

In accordance with FAR Part 28.307-2, the Contractor shall maintain the types of insurance and coverage listed below:

TYPES OF INSURANCE

MINIMUM AMOUNT

Workmen's Compensation and all occupational disease As required by Federal and State law

Employer's Liability including all occupational disease $100,000 per accident when not covered by Workmen's Compensation above

General Liability (Comprehensive) Bodily Injury

$500,000 per occurrence

Automobile Liability (Comprehensive)

Bodily Injury per person

$200,000

Bodily Injury per accident

$500,000

Property Damage per accident

$ 20,000

H-09 ORGANIZATIONAL CONFLICT OF INTEREST (Oct 2009)

a. Purpose: The primary purpose of this clause is to aid in ensuring that:

(1) The Contractor's objectivity and judgment are not biased because of its present or planned interests which relate to work under this contract;

(2) The Contractor does not obtain unfair competitive advantage by virtue of its access to non-public information regarding the Government's program plans and actual or anticipated resources; and

(3) The Contractor does not obtain unfair competitive advantage by virtue of its access to proprietary information belonging to others.

b. Scope: Organizational Conflict of Interest (OCI) rules, procedures and responsibilities as described in FAR Subpart 9.5 shall be applicable to this contract and any resulting subcontracts.

(1) The general rules in FAR 9.505-1 through 9.505-4 and the restrictions described herein shall apply to performance or participation by the Contractor and any of its affiliates or their successors-in-interest (hereinafter collectively referred to as "Contractor") in the activities covered by this contract as prime Contractor, subcontractor, co-sponsor, joint venturer, consultant, or in any similar capacity.

(2) The Missile Defense Agency’s OCI policy is in Attachment 14 of this contract.

c. Access to and Use of Government Information: If the Contractor, in performance of this contract, obtains access to Government information, or other program related information, such as plans, policies, reports, studies, financial plans, or data which has not been released or otherwise made available to the public, the Contractor agrees that without prior written approval of the Contracting Officer, it shall not:

(1) use such information for any private purpose;

(2) compete for work based on such information until one year after such information is released or otherwise made available to the public;

(3) submit an unsolicited proposal to the Government based on such information;

(4) release such information.

d. Access to and Protection of Proprietary Information: The Contractor agrees to treat proprietary data in accordance with the provisions of FAR 9.505-4. The Contractor shall enter into a written agreement for the protection of the proprietary data of others and exercise diligent effort to protect such proprietary data from unauthorized use or disclosure.

e. Subcontracts: The Contractor shall include this clause in consulting agreements, teaming agreements, subcontracts, or other arrangements for provision of services or supplies of any tier. The terms "contract", "Contractor", and "Contracting Officer" shall be appropriately modified to preserve the Government's rights.

f. Representations and Disclosures:

(1) The Contractor represents that it has disclosed to the Contracting Officer, prior to award, all facts relevant to the existence or potential existence of organizational conflicts of interest as that term is used in FAR Subpart 9.5. To facilitate disclosure and Contracting Officer approval, the Contractor shall complete an OCI Analysis/Disclosure Form for each MDA, Ballistic Missile Defense (BMD), and BMD-related contract or subcontract (if there is a potential conflict of interest; form shall be requested from the Procuring Contracting Officer).

(2) The Contractor represents that if it discovers an organizational conflict of interest or potential conflict of interest after award, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate such conflicts.

g. Remedies and Waiver:

(1) For breach of any of the above restrictions or for non-disclosure or misrepresentation of any relevant facts required to be disclosed concerning this contract, the Government may terminate this contract for default, disqualify the Contractor from subsequent related contractual efforts, and pursue such other remedies as may be permitted by law or this contract. If, however, in compliance with this clause, the Contractor discovers and promptly reports an organizational conflict of interest (or the potential thereof) subsequent to contract award, the Contracting Officer may terminate this contract for convenience if such termination is deemed to be in the best interest of the Government or take other appropriate actions.

(2) The parties recognize that this clause has potential effects which will survive the performance of this contract and that it is impossible to foresee each circumstance to which it might be applied in the future. Accordingly, the Contractor may at any time seek a waiver from the Director, MDA, (via the Contracting Officer) by submitting a full written description of the requested waiver and the reasons in support thereof.

h. Government Indemnity: The Contractor shall hold the Government harmless and indemnify the Government as to any cost or loss resulting from the unauthorized use or disclosure of third party information data or software by the Contractor, its employees, subcontractors or agents.

H-10

ENABLING CLAUSE FOR BMD INTERFACE SUPPORT (APR 2009)

a. It is anticipated that, during the performance of this contract, the Contractor will be required to support Technical Interface/Integration Meetings (TIMS) with other Ballistic Missile Defense (BMD) Contractors and other Government agencies. Appropriate organizational conflicts of interest clauses and additional costs, if any, will be negotiated as needed to protect the rights of the Contractor and the Government.

b. Interface support deals with activities associated with the integration of the requirements of this contract into BMD system plans and the support of key Missile Defense Agency (MDA) program reviews.

c. The Contractor agrees to cooperate with BMD Contractors by providing access to technical matters, provided, however, the Contractor will not be required to provide proprietary information to non-Government entities or personnel in…