W900KK-24-9-0004_IBAS Adv_Electrochromic_AO Signed.pdf

AWARD/CONTRACT

2. CONTRACT

RATING PAGE OF PAGES

3. EFFECTIVE DATE

(Proc. Inst. Ident.)

W900KK2490004 09 Aug 2024

5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

NO. 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

0012163488

ARMY CONTRACTING COMMAND - ORLANDO

ATTN: ALPHA DIVISION

12211 SCIENCE DRIVE

ORLANDO FL 32826-3224

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)

ALPHAMICRON, INCORPORATED

BAHMAN A TAHERI

1950 STATE ROUTE 59 STE 100

KENT OH 44240-4118

CODE

11. SHIP TO/MARK FOR

08YL7

U.S. ARMY PEO-STRI-ORL

DAVID TONY SMITH

12211 SCIENCE DRIVE

ORLANDO FL 32826

CODE

FACILITY CODE

W906ZL

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

[ ] 10 U.S.C. 2304(c)( )

15A. ITEM NO.

[ ] 41 U.S.C. 253(c)( )

15B. SUPPLIES/ SERVICES

SEE SCHEDULE

(X)

PART I - THE SCHEDULE

SEC. DESCRIPTION

16. TABLE OF CONTENTS

PAGE(S)

X X

A SOLICITATION/ CONTRACT FORM 1 - 2

B C

SUPPLIES OR SERVICES AND PRICES/ COSTS

DESCRIPTION/ SPECS./ WORK STATEMENT

X D E

PACKAGING AND MARKING

X F

INSPECTION AND ACCEPTANCE

X G

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

H SPECIAL CONTRACT REQUIREMENTS

6 - 8

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE document and return copies to issuing office.)

Contractor is required to sign this items or perform all the services set forth or otherwise identified above and on any continuation Contractor agrees to furnish and deliver all sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract,

(b) the solicitation, if any , and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.

(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER (Type or print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

BY

(Signature of person authorized to sign)

Previous edition is NOT usable

See Item 5

8. DELIVERY

[ ] FOB ORIGIN [ ] OTHER X (See below)

9. DISCOUNT FOR PROMPT PAYMENT

10. SUBMIT INVOICES ITEM

TO THE ADDRESS

SHOWN IN:

(4 copies unless otherwise specified)

12. PAYMENT WILL BE MADE BY

DFAS - COLUMBUS CENTER

DFAS-CO/WEST ENTITLEMENT OPERATIONS

P.O. BOX 182317

COLUMBUS OH 43218-2317

CODE HQ0339

14. ACCOUNTING AND APPROPRIATION DATA

See Schedule

15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TOTAL AMOUNT OF CONTRACT $4,600,000.00

(X)

PART II - CONTRACT CLAUSES

SEC. DESCRIPTION PAGE(S)

PART III – LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X I CONTRACT CLAUSES 9 - 17

X

PART IV - REPRESENTATIONS AND INSTRUCTIONS

J LIST OF ATTACHMENTS 18

K

L

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

INSTRS., CONDS., AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD

18. [ ] SEALED-BID AWARD (Contractor is not required to sign this document.)

20A. NAME OF CONTRACTING OFFICER

KURT L. KLEINLEIN / CONTRACTING OFFICER

TEL: 520-714-5636 EMAIL: kurt.l.kleinlein.civ@army.mil

20B. UNITED STATES OF AMERICA

BY

(Signature of Contracting Officer)

20C. DATE SIGNED

09-Aug-2024

W900KK

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

AUTHORIZED FOR LOCAL REPRODUCTION

Prescribed by GSA – FAR (48 CFR) 53.214(a)

STANDARD FORM 26 (REV. 5/2011)

document is necessary. (Block 18 should be checked only when awarding a sealed-bid contract.)

following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual to the terms listed above and on any continuation sheets. This award consummates the contract which consists of the including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as

Your bid on Solicitation Number

W900KK2490004

Section A - Solicitation/Contract Form

AGREEMENT CERTIFICATION

AGREEMENT CERTIFICATION

By signing this Other Transaction Agreement (OTA), the signatory for, AlphaMicron (AMI), executing this document on that company’s behalf: (1) confirms that they have the legal authority to commit the party they are representing; and (2) AlphaMicron will satisfactorily perform the actions and tasks identified within this Agreement to the standards agreed upon. The Government and AlphaMicron are individually referred in this Agreement as “Party,” and collectively referred to in this Agreement as the “Parties.”

Upon signing this agreement, and within 5 calendar days of any change in status under A. through C. below (including the addition or removal of a subcontractor/partner participating to a significant extent), AlphaMicron shall certify to the best of their knowledge and belief the following:

A. The prime Vendor, AlphaMicron, or any of its subcontractors/partners are not presently debarred, suspended, proposed for debarment, or otherwise declared ineligible for award of funding by any Federal agency.

B. The prime Vendor, AlphaMicron, or any of its subcontractors/partners have not been convicted nor had a civil judgment rendered against it within the last three (3) years for fraud in obtaining, attempting to obtain, or performing a Government contract.

C. The prime Vendor, AlphaMicron, is eligible for an Other Transaction Agreement in accordance with 10 U.S. Code §4022, based on the following statutory criteria (select one of the following):

(a) There is at least one nontraditional defense Vendor participating to a significant extent in the prototype project;

(b) All significant participants in the transaction other than the Federal Government are small businesses or nontraditional defense Vendors; or

(c) At least one third of the total cost of the prototype project is to be paid out of funds provided by parties to the transaction other than the Federal Government.

If the Vendor, AlphaMicron, cannot certify the information within A, B, and/or C, the Agreements Officer must be notified immediately. Failure of Vendor, AlphaMicron, to certify one (A, B, or C) will deem the agreement null and void.

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot $4,600,000.00 Electrochromic Prototype Phase I

COST

In accordance with the Statement of Work for Advanced Electochromic Manufacturing Prototype Project dated 01 August 2024. This CLIN value is associated with Attachment 4 Milestone Table identified in Section J, Table of Deliverables Payment. A Certificate of Compliance is required to be submitted with each invoice as referenced in Section G, INVOICE AND CoC

PROCEDURES.

MIPR # HQ06424105971

FOB: Destination PROJECT: Adv. Electochromic

PSC CD: AC13

ESTIMATED COST $4,600,000.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

000101 $0.00 Electrochromic Prototype Phase I

COST

In accordance with the Statement of Work for Advanced Electochromic Manufacturing Prototype Project dated 01 August 2024. This CLIN value is associated with Attachment 4, Milestone Table identified in Section J, Table of Deliverables Payment.

MIPR # HQ06424105971

PURCHASE REQUEST NUMBER: 0012163488

ESTIMATED COST $0.00

ACRN AA

CIN: GFEBS001216348800002

$4,600,000.00

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 000101 N/A N/A N/A N/A

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 10-NOV-2026 1 U.S. ARMY PEO-STRI-ORL

DAVID TONY SMITH

12211 SCIENCE DRIVE

ORLANDO FL 32826

(321) 230-3596 FOB: Destination

W906ZL

000101 N/A N/A N/A N/A

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 097 20232024 0400 000 255 D 0607210D8Z 1100 00008522 012215 S.0093431.23.4.13.1

COST CODE: A5XJV

AMOUNT: $4,600,000.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 GFEBS001216348800002 $4,600,000.00

WAWF PAYMENT

INVOICE AND CoC PROCEDURES

This Agreement utilizes Other Transaction Authority (OTA) of U.S.C. 4022 and is not subject to FAR or DFARS requirements. For the purposes of payment and flexibility, this Agreement will be considered a Cost Agreement.

Each milestone in Attachment 4 has an agreed upon fixed-amount and all interim vouchers shall be for the fixed-amount associated with the appropriate milestone. A Cost Agreement allows for revision of individual milestone amounts without a change in the total agreement fixed-amount. Any such revision will be as a result of bilateral agreement and my require submittal of financial or cost records/reports to substantiate the revision. Adjustments may be dependent on the vendor maintaining an established accounting system which complies with Generally Accepted Accounting Principles and the requirements of this Agreement, and shall ensure that appropriate arrangements have been made for receiving, distributing and accounting for all funding. An acceptable accounting system is one in which all cash receipts and disbursements are controlled and documented properly. The overall ceiling amount for Phase I would only be adjusted if additional work as part of Phase I is warranted and agreed upon. The overall ceiling of Electrochromic Phase I only applies to Phase I and does not preclude award of additional phases that enhance the overall government goals of the Electrochromic project.

Upon completion of milestones in accordance with this agreement, AlphaMicron shall prepare and sign a Certificate of Compliance (CoC) and then provide to the AOTR. The AOTR will review and if they concur, sign the document and provide a bilaterally signed CoC to the AOR and AlphaMicron. AlphaMicron will include the CoC as an attachment with their WAWF submission.

PAYMENT TERMS & INSTRUCTIONS

(a) The Vendor will process invoices, in accordance with the Attachment 4, Milestone and Payment Table, as well as the following document types through the Procurement Integrated Enterprise Environment (PIEE) under the Wide Area Workflow (WAWF) application.

The below link offers registration and training assistance.

https://piee.eb.mil/xhtml/unauth/web/homepage/vendorGettingStartedHelp.xhtml

(b) Document routing data table(s):

Routing Data Table – Cost Voucher for Cost-Type line Items (Cost-Type Line Items)

Destination Inspection and Destination Acceptance CLINs 0001-Additional SLINS deemed necessary authorized by AO

Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0339

Issue By DoDAAC W900KK Admin By DoDAAC W900KK Inspect By DoDAAC W906ZL DCAA Auditor (DoDAAC) (for interim vouchers)

HAA361

Service Approver (DoDAAC) (for final voucher) W906ZL FINAL ACCEPTANCE and FINAL BILLING

Final Acceptance serves to document the completion and Government acceptance of all work, deliveries, and technical data contracted for under the CLINS. A contract has only one Final Acceptance. The Final Acceptance does not indicate the completion of other actions such as clearing property or billing in full.

Final Billing serves to document the completion of all billing. A contract has only one Final Billing.

The Contractor shall end the final WAWF submittal number with a Z and mark Y for “yes” in the corresponding field where it asks if the submittal is the final. The WAWF record used depends on the CLIN type and the WAWF routing table.

Z-Final Combo or 2-in-1: documents final acceptance and final billing at the same time.

Z-Final Stand Alone Receiving Report: documents only final acceptance.

Z-Final Stand Alone Invoice: documents only final billing.

Z-Final Cost Voucher: documents only final billing.

It is important the contractor know who is to receive notification, by email, when they submit a document in WAWF, which requires an action by the government. By providing the name(s), email and phone number information, the contractor has point of contact. Include only those individuals who need know of an invoice, receiving report, or CDRL submitted by the contractor and are required to take action in WAWF. In addition to the individual’s name, email address, and their telephone number, add their Title/WAWF Role. For a variety of invoice type, to avoid further confusion, it is possible to include the CLINs, invoice type, or DoDAAC association to the individuals listed.

Lastly, this paragraph is the only location where the contract identifies who is responsible to accept receiving reports or approve CDRLs and/or Progress/Performance Base Payments.

(c) WAWF email notification. The Vendor shall enter the email address(es) identified below in the “Send Additional Email Notification” field of PIEE/WAWF once a document is submitted in the system.

NAME EMAILADDRESS TELEPHONE # TITLE / WAWF ROLE (S)

David A. Smith (Tony) david.a.smith144.civ@army.mil (407) 384-3707 Inspector & Acceptor (I/A)

Robert Woolverton robert.a.woolverton2.civ@army.mil

(407) 242-4718

Acceptor

Darrel G. Hopper darrel.hopper@us.af.mil

(312) 785-8822 Inspector

John T. McCabe john.t.mccabe8.civ@army.mil (407) 208-3185 Issue By View Only (IBVO) Kurt L. Kleinlein kurt.l.kleinlein.civ@army.mil

(321 235-7523 Issue By View Only (IBVO)

Jaime Morrison jaime.morrison.civ@army.mil (407) 384-5534

Issue By View Only (IBVO)

(d) WAWF point of contract. The Contractor may obtain clarification regarding invoicing from the following ACC- ORL points of contact for PIEE/WAWF.

NAME EMAIL ADDRESS TELEPHONE # PIEE ROLE

Tara M. Wagner tara.m.wagner3.civ@army.mil (407) 208-5782 GAM/Primary Thomas Bunch thomas.j.bunch.civ@army.mil (407) 384-3792 GAM/Alternate

(e) For technical assistance and help, contact the PIEE/WAWF helpdesk at 866-618-5988

Section I - Contract Clauses

TERMS AND CONDITIONS

Advanced Electrochromic Manufacturing Prototype Project

A. GENERAL PROVISIONS

The Government and AlphaMicron Inc. (AMI) shall communicate with one another in good faith and in a timely and cooperative manner when raising issues.

1. Order of Precedence

In the event of any inconsistency between the terms of this Agreement, the language set forth in the Attachments, and AlphaMicron ’s solution, the inconsistency shall be resolved by giving precedence in the following order: (1) the Agreement to include the latest version of the Statement of Work (SOW), (2) AlphaMicron’s for Advanced Electrochromic Manufacturing Prototype Project Milestone and Payment Table; (3) AlphaMicron’s Advanced Electrochromic Manufacturing Prototype Project Solution dated 01 Feb 2024, with updates through negotiations, and (4) all remaining attachments unless otherwise stated.

2. Term of Agreement

This Agreement is effective upon the signature date of the Agreements Officer, with bilateral signature from the Vendor, and ends on the date identified in Section F, Deliveries or Performance, of agreement.

B. NONEXCLUSIVITY

This Agreement is not exclusive; accordingly, the United States Army may enter into similar Agreements for the same or similar purpose with other entities.

C. PROCUREMENT ETHICS

Transactions relating to the expenditure of public funds require the highest degree of public trust and an impeccable standard of conduct. Firms executing prototype projects under this agreement are expected to promote an organizational culture that encourages ethical conduct and a commitment to procurement integrity through responsible performance and funds expenditure. 10 U.S. Code § 4022(h) and the terms of 41 U.S. Code Chapter 21, “Restrictions on Obtaining and Disclosing Certain Information,” apply to, and are incorporated in, this Agreement.

D. CHANGES

The Agreements Officer may, by mutual agreement of the Parties (in writing by authorized parties), make minor changes which are plainly within the general scope of this Agreement in any one or more of the following:

1. Drawings, designs, or specifications when the supplies to be furnished are to be specially manufactures for the Government in accordance with the drawings, designs, or specifications;

2. Method of shipment or packing; or

3. Place of delivery.

If a Change causes an increase or decrease in the cost of, or time required for, performance of the job order, whether or not changed by the order, the Agreements Officer shall make an equitable adjustment in the price or date of completion, or both, and shall modify this Agreement and the job order in writing.

The Vendor. must assert its right to an adjustment under this clause by submitting to the Agreements Officer, within forty-five (45) calendar days from the date of receipt of the written order a request for an equitable adjustment in accordance with Article E of this Agreement. The Agreements Officer may grant an extension of this period if the Vendor. requests it within the forty-five (45) calendar day period. However, if the Agreements Officer decides that the facts justify it, the Agreements Officer may receive and act upon a proposal that was submitted before final payment under this Agreement. If the circumstances justify it, the Agreements Officer may accept and grant a request for equitable adjustment at any later time.

If the Vendor proposal includes the cost of property made obsolete or excess by the Force Majeure/Excusable Delay event impact, the Agreements Officer shall have the right to prescribe the manner of the disposition of the property.

Failure to agree to any adjustment shall be a dispute under Article L. However, nothing in this article shall excuse the Vendor. from proceeding with the agreement as changed.

E. ROLES/RESPONSIBILITIES OF PARTIES

The roles and responsibilities under this Agreement, for both the Vendor. and the Government, are summarized below as reference for the duration of this Agreement.

1. The Vendor shall serve as the Advanced Electrochromic Manufacturing Prototype Project vendor under this Agreement. The Vendor is responsible for executing this Agreement in accordance with Section J, Attachment 1 SOW for the Advanced Electrochromic Manufacturing Prototype Project and in compliance with the Agreement.

2. The Government is responsible for participation in Industry Integrated Project Team (IPT), reviewing and validating/accepting all deliverables for all Advanced Electrochromic Manufacturing Prototype Project activities.

F. DATA RIGHTS

The Data Rights assertions and information in support of this Agreement are defined in the Section J, Statement of Work (SOW), Data Rights Information & Assertions and End User License Agreements along with the applicable End User License Agreements. Any rights not otherwise reserved for the Government as provided in 1) this Agreement including the SOW, 2) the Vendor Advanced Electrochromic Manufacturing Prototype Project Solution, or 3) the Data Rights and Assertion Table (See in SOW), shall vest in the Vendor.

G. FACILITY ACCESS, OPERATIONAL SECURITY, AND SAFETY

The Vendor shall take all reasonable steps and precautions to prevent accidents and preserve the health and safety of the Vendor and Government personnel performing or in any way coming in contact with the performance of this agreement; and take such additional immediate precautions as the Agreements Officer may reasonably require for health and safety purposes.

The Vendor personnel will not be allowed access into Government facilities during Federal Government Holidays, weekends, non-duty hours (normally 1730-0630) or other times when Government employees are not in attendance (e.g., inclement weather resulting in the closing of the Government facilities and other emergencies) unless such access is directed or approved by the Agreements Officer or a duly appointed Agreements Officer's Representative.

The following holidays are recognized by the Federal Government:

New Year's Day, January 1 Martin Luther King, Jr.'s Birthday, third Monday in January Washington's Birthday, third Monday in February Juneteenth, June 19 or weekday prior or after if the holiday falls on the weekend Memorial Day, last Monday in May Independence Day, July 4 Labor Day, first Monday in September Columbus Day, second Monday in October

Veteran's Day, November 11 Thanksgiving Day, fourth Thursday in November Christmas Day, December 25

Any other day designated as a holiday by Federal Statute or Executive Order.

H. LIABILITY AND RISK OF LOSS

The Vendor hereby waives any claims against the Government, its employees, its related entities, (including, but not limited to, Vendors and subcontractors at any tier, grantees, investigators, customers, users, and their Vendors and subcontractors, at any tier) for any injury to, or death of, the Vendor employees or the employees of the Vendor’s related entities, or for damage to, or loss of, the Vendor property or the property of its related entities arising from or related to activities conducted under this Agreement, whether such injury, death, damage, or loss arises through negligence or otherwise, except in the case of willful misconduct. The Vendor further agrees to extend this unilateral waiver to its related entities by requiring them, by agreement or otherwise, to waive all claims against the Government, and employees of the Government, the Government’s related entities, and employees of the Government related entities, for injury, death, damage, or loss arising from or related to activities conducted under this Agreement.

I. EXPORT LICENSES

AlphaMicron will be responsible for:

1. Compliance with all U.S. export control laws and regulations, including the International Traffic in Arms Regulation (ITAR), 22 CFR Parts 120 through 130, and the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799. In the absence of available license exemptions/exceptions, The Vendor will be responsible for obtaining the appropriate licenses or other approvals, if required, for exports of hardware, technical data, and software, or for the provision of technical assistance.

2. Obtaining export licenses, if required, before utilizing foreign persons in the performance of this Agreement, including instances where efforts are to be performed on-site at a Government location, where the foreign person will have access to export-controlled technical data or software.

3. All regulatory record keeping requirements associated with the use of licenses and license exemptions/exceptions.

4. Ensuring that the provisions of this Article apply to its subcontractors/team partners. In the event that the Vendor intends to utilize a foreign person (identified in the ITAR and the EAR) in the performance of this Agreement, the Vendor shall be responsible for obtaining the required export licenses in advance of the foreign person’s participation.

J. WARRANTY

With the understanding that the Government does not authorize and consent to patent or copyright infringement nor waive its sovereign immunity to suit for trade secret misappropriation under the defend trade secrets act, the Vendor represents that it owns or has sufficient rights in the technical data/computer software (TD/CS) to deliver the TD/CS with the agreed-upon data right and/or intellectual property rights attached. AlphaMicron also represents that the Vendor TD/CS does not knowingly infringe any third party’s patents, copyrights, or trademarks, or misappropriates any third party’s trade secrets.

The Vendor further warrants that after acceptance, and through the period of performance of the agreement, AlphaMicron developed TD/CS will conform with the specification and perform substantially as described in its documentation. Any notified non-conformances during this time will be resolved.

Other than the above representations and warranties, and except as otherwise provided in this agreement, the computer software and documentation is provided "as-is" without any representation or warranty whatsoever.

Subsequent to Government acceptance, the parties agree and understand that the software and documentation is provided with all faults, and the entire risk as to satisfactory quality, performance, accuracy, effort and result is with the Government. Subsequent to Government acceptance, the parties agree and understand that the Vendor does not represent or warrant that the software will meet use requirements or operate uninterrupted or error-free. The Vendor disclaims any and all other representations and warranties of any kind, either express or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. Other than as provided in its respective End User License Agreement (EULA), the Vendor disclaims any and all warranties against interference with Government’s enjoyment of the software and documentation, and against infringement of third party rights, including without limitation intellectual property rights. The Vendor disclaims any and all representations relating to third party open source software which may be embedded in the software.

K. AVAILABILITY OF FUNDS

All activities under or pursuant to this Agreement are subject to the availability of appropriated funds, and no provision shall be interpreted to require obligation or provision of funds in violation of the Anti-Deficiency Act, 31 U.S.C.1341. The Vendor shall not perform tasks when the costs of those tasks would exceed the amount of funding on the Agreement. If the Government does not have the funding to complete the CLIN, the Government will enter into an arrangement or negotiation to revise the requirements or negotiate incurred allowable costs.

L. DISPUTE RESOLUTION PROCEDURES

Any disagreement, claim, or dispute between the Parties (ACC-ORL and AlphaMicron concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article.

Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement, or misunderstanding which was actually discovered more than three months prior to the notification made under this Article constitute the basis for relief under this Article unless ACC-ORL, in the interest of justice, waives this requirement.

Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement or misunderstanding by notifying the other Party in writing documenting the relevant facts, identifying unresolved issues, specifying the clarification or remedy sought and documenting the rationale as to why the clarification/remedy is appropriate. Within ten (10) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a decision by ACC-ORL. The decision shall be rendered from a position at least one level above the Agreements Officer (AO).

The Vendor shall submit a written position on the matter(s) in dispute within 30 calendar days after being notified that a decision has been requested. The ACC-ORL representative will conduct a review of the matter(s) in dispute and render a decision in writing within sixty (60) calendar days of receipt of such position. In the event of a decision, or in the absence of a decision, within sixty (60) calendar days of such referral for further review (or such other period as agreed to by the Parties), either Party may pursue any right or remedy provided by law in a court of competent jurisdiction as authorized by 28 USC 1491, including but not limited to the right to seek extraordinary relief under Public Law 85-804. Alternatively, the parties may agree to explore and establish an Alternate Disputes Resolution procedure to resolve this dispute.

M. LIMITATION OF LIABILITY AND DAMAGES

No Party shall be liable to any other Party for consequential, punitive, special, exemplary and/or incidental damages or other indirect damages.

In the event of any termination by the Government, neither the Government nor the Vendor shall be liable for any loss of profits, revenue, or any indirect or consequential damages incurred by the other Party, its vendor’s, sub-vendors, or customers as a result of any termination of this Agreement. A Party’s liability for any damages under this Agreement is limited solely to direct damages, incurred by the other Party, as a result of any termination of this

Agreement subject to mitigation of such damages by the complaining Party. However, in no instance shall the Government’s liability for termination exceed the total amount due under this Agreement.

N. TERMINATION PROVISIONS

1. Termination by Mutual Consent

This Agreement in whole or in part, may be terminated at any time upon mutual written consent of both Parties. In the event the Parties to this Agreement agree to terminate via mutual consent, the Parties shall negotiate in good faith what, if anything, is owed and due, including any applicable offset(s), prior to the Agreement being terminated.

2. Termination for Failure to Perform

The Government may terminate this Agreement, or any part hereof, or any specific project hereunder, for “cause.”

Cause shall be defined as:

a. In the event of any material failure to perform by the Vendor or sub-vendor under the Agreement;

or

b. In the event the Vendor or sub-vendor fail to comply with the terms and conditions of the Agreement; or

c. In the event the Vendor fails to provide the Government, upon written request, with adequate assurances of future performance.

No earlier than fifteen (15) calendar days before making this decision, the Government will issue to the AlphaMicron, a written notification that the Vendor has failed to perform under this Agreement. The Government will consult with the Vendor to ascertain the cause of the failure and determine whether additional efforts are in the best interest of the Government. In the event of termination for failure to perform, the Vendor will stop work immediately and terminate all sub-vendors. Additionally, the Government shall not be liable to the Vendor for any work not performed. Further, the vendor shall be liable to the Government for any and all rights and remedies provided by law and herein due to failure to perform, which is limited to direct damages only and does not include re-procurement costs. If it is later determined that the Government improperly terminated this Agreement for failure to perform, such termination shall be deemed a termination for convenience as outlined immediately below.

3. Termination for Convenience

The Government may terminate performance of work under this Agreement in whole or, from time to time, in part if the Agreements Officer determines that a termination is in the Government’s interest. The Agreements Officer shall terminate by delivering to the Vendor 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 Agreements Officer, the Vendor shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due:

(1) Stop work as specified in the notice.

(2) Place no further subcontracts or orders for materials, services, or facilities, except as necessary to complete the continued portion of the agreement.

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

(4) Assign to the Government, as directed by the Agreements Officer, all right, title, and interest of the Vendor under the subcontracts terminated, in which case the Government shall have the right to settle or to pay any termination settlement proposal arising out of those terminations.

(5) With approval or ratification to the extent required by the Agreements Officer, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts; the approval or ratification will be final for purposes.

(6) As directed by the Agreements Officer, transfer title 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) The completed or partially completed plans, drawings, information, and other property that, if the agreement had been completed, would be required to be furnished to the Government.

(7) Complete performance of the work not terminated.

(8) Take any action that may be necessary, or that the Agreements Officer may direct, for the protection and preservation of the property related to this agreement that is in the possession of the Vendor and in which the Government has or may acquire an interest.

(9) Use its best efforts to sell, as directed or authorized by the Agreements Officer, any property of the types referred to in paragraph (b)(6) provided, however, that the Vendor (i)is not required to extend credit to any purchaser and (ii) may acquire the property under the conditions prescribed by, and at prices approved by, the Agreements Officer. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the Government under this agreement, credited to the price or cost of the work, or paid in any other manner directed by the Agreements Officer.

(c) The Vendor shall submit complete termination inventory schedules no later than 120 days from the effective date of termination, unless extended in writing by the Agreements Officer upon written request of the Vendor within this 120-day period.

(d) After expiration of the plant clearance period defined as the period beginning on the effective date of agreement completion or termination and ending 90 days (or such longer period as may be agreed to). The Vendor may submit to the Agreements Officer a list, certified as to quantity and quality, of termination inventory not previously disposed of, excluding items authorized for disposition by the Agreements Officer. The Vendor may request the Government to remove those items or enter into an agreement for their storage. Within 15 days, the Government will accept title to those items and remove them or enter into a storage agreement. The Agreements Officer may verify the list upon removal of the items, or if stored, within 45 days from submission of the list, and shall correct the list, as necessary, before final settlement.

(e) After termination, the Vendor shall submit a final termination settlement proposal to the Agreements Officer in the form and with the certification prescribed by the Agreements Officer. The Vendor shall submit the proposal promptly, but no later than 1 year from the effective date of termination, unless extended in writing by the Agreements Officer upon written request of the Vendor within this 1-year period. However, if the Agreements Officer determines that the facts justify it, a termination settlement proposal may be received and acted on after 1 year or any extension. If the Vendor fails to submit the proposal within the time allowed, the Agreements Officer may determine, on the basis of information available, the amount, if any, due the Vendor because of the termination and shall pay the amount determined.

(f) Subject to paragraph (e) The Vendor and the Agreements Officer may agree upon the whole or any part of the amount to be paid or remaining to be paid because of the termination. The amount may include a reasonable allowance for profit on work done. However, the agreed amount, whether under this paragraph (f) or paragraph (g) exclusive of costs shown in paragraph (g)(3), may not exceed the total agreement price as reduced by (1) the amount of payments previously made and (2) the agreement price of work not terminated. The agreement shall be modified, and the Vendor paid the agreed amount. Paragraph (g) shall not limit, restrict, or affect the amount that may be agreed upon to be paid under this paragraph.

(g) If the Vendor and the Agreements Officer fail to agree on the whole amount to be paid because of the termination of work, the Agreements Officer shall pay the amounts determined by the Agreements Officer as follows, but without duplication of any amounts agreed on under paragraph (f) of this clause:

(1) The agreement price for completed supplies or services accepted by the Government (or sold or acquired under paragraph (b)(9) not previously paid for, adjusted for any saving of freight and other charges.

(2) The total of-

(i) The costs incurred in the performance of the work terminated, including initial costs and preparatory expense allocable thereto, but excluding any costs attributable to supplies or services paid or to be paid under paragraph (g)(1);

(ii) The cost of settling and paying termination settlement proposals under terminated subcontracts that are properly chargeable to the terminated portion of the agreement if not included in subdivision (g)(2)(i); and

(iii) A sum, as profit on subdivision (g)(2)(i), determined by the Agreements Officer, in effect on the date of this agreement, to be fair and reasonable; however, if it appears that the Vendor would have sustained a loss on the entire agreement had it been completed, the Agreements Officer shall allow no profit under this subdivision (g)(2)(iii) and shall reduce the settlement to reflect the indicated rate of loss.

(3) The reasonable costs of settlement of the work terminated, including-

(i) Accounting, legal, clerical, and other expenses reasonably necessary for the preparation of termination settlement proposals and supporting data;

(ii) The termination and settlement of subcontracts (excluding the amounts of such settlements); and

(iii) Storage, transportation, and other costs incurred, reasonably necessary for the preservation, protection, or disposition of the termination inventory.

(h) Except for normal spoilage, and except to the extent that the Government expressly assumed the risk of loss, the Agreements Officer shall exclude from the amounts payable to the Vendor under paragraph (g), the fair value as determined by the Agreements Officer, for the loss of the Government property.

(i) The Vendor shall have the right of appeal from any determination made by the Agreements Officer under paragraph (e), (g), or (l), except that if the Vendor failed to submit the termination settlement proposal or request for equitable adjustment within the time provided in paragraph (e) or (l), respectively, and failed to request a time extension, there is no right of appeal.

(j) In arriving at the amount due the Vendor under this clause, there shall be deducted-

(1) All unliquidated advance or other payments to the Vendor under the terminated portion of this agreement;

(2) Any claim which the Government has against the Vendor under this agreement; and

(3) The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired The Vendor or sold under the provisions of this section and not recovered by or credited to the Government.

(l) If the termination is partial, the Vendor may file a proposal with the Agreements Officer for an equitable adjustment of the price(s) of the continued portion of the agreement. The Agreements Officer shall make any equitable adjustment agreed upon. Any proposal by the Vendor for an equitable adjustment under this clause shall be requested within 90 days from the effective date of termination unless extended in writing by the Agreements Officer.

(k) (1) The Government may, under the terms and conditions it prescribes, make partial payments and payments against costs incurred by the Vendor for the terminated portion of the agreement, if the Agreements Officer believes the total of these payments will not exceed the amount to which the Vendor will be entitled.

(2) If the total payments exceed the amount finally determined to be due, the Vendor shall repay the excess to the Government upon demand, together with interest computed at the rate established by the Secretary of the Treasury under 50 U.S.C. App.1215(b)(2). Interest shall be computed for the period from the date the excess payment is received by the Vendor to the date the excess is repaid. Interest shall not be charged on any excess payment due to a reduction in the Vendor’ termination settlement proposal because of retention or other disposition of termination inventory until 10 days after the date of the retention or disposition, or a later date determined by the Agreements Officer because of the circumstances.

(l) Unless otherwise provided in this agreement or by statute, the Vendor shall maintain all records and documents relating to the terminated portion of this agreement for 3 years after final settlement. This includes all books and other evidence bearing on the Vendor costs and expenses under this agreement. The Vendor shall make these records and documents available to the Government, at the Vendor’s office, at all reasonable times, without any direct charge. If approved by the Agreements Officer, photographs, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.

4. Termination/Continued Performance

The supplier or licensor shall not unilaterally revoke, terminate or suspend any rights granted to the Government except as specifically agreed upon by all parties. If the supplier or licensor believes the ordering activity to be in breach of the agreement, it shall pursue its rights under the Contract Disputes Act or other applicable Federal statute while continuing performance.

5. Limitation on Damages

In the event of any full or partial termination of this Agreement by the Government, neither the Government nor the Vendor shall be liable for any loss of profits, revenue, or any indirect or consequential damages incurred by the other Party, its vendors, sub-vendors, or customers under this Agreement. A Party’s liability for any damages under this Agreement is limited solely to direct damages and costs and/or fees incurred by a Party as a result of any termination of this Agreement, and subject to mitigation of such damages by a Party. In no instance shall the

Government’s liability for termination exceed the total amount due under this Agreement. Similarly, in no instance shall the Vendor’ liability for termination exceed the total amount due by the Government the Vendor under the Agreement.

O. SURVIVAL

The Data Rights assertions and information and terms of the Terms and Conditions and End Users License Agreement (EULA) reflected in Section J, the Dispute Resolution Procedures within Article L, of this document, as well as any Articles and/or provisions that address the Liability of the Parties shall survive any termination of the Agreement or any SOW.

P. STOP-WORK

The Government may, at any time, by written order to the Vendor, require the Vendor to stop all, or any part, of the work called for under this Agreement for a period of ninety (90) days after the written order is delivered to the Vendor, 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 Vendor 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 ninety (90) days after a stop-work is delivered to the Vendor, or within any extension of that period to which the Parties have agreed, the Government shall either (1) Cancel the stop-work order; or, (2) Terminate the work covered by the SOW, in whole or in part.

If a stop-work order issued under this Article is canceled, the Vendor shall resume work. The Government shall make an equitable adjustment in the delivery schedule or estimated cost and/or price, or both, and the Government’s share of the SOW shall be modified, in writing, accordingly, if— '

1. The stop-work order results in an increase in the time required for, or in the Vendor’ cost properly allocable to, the performance of any part of the SOW; and,

2. The Vendor asserts its right to the adjustment within thirty (30) days after the end of the period of work stoppage; provided, that, if the Government decides the facts justify the action, the Government may receive and act upon a proposal submitted at any time before final payment.

If a stop-work order is not canceled and the work covered by the SOW is terminated in accordance with this Article, the Government shall work with the Vendor to negotiate an equitable reimbursement in accordance with Article N, Termination provisions.

Q. APPLICABLE LAW

U.S. Federal law governs this Agreement for all purposes, including, but not limited to, determining the validity of this Agreement, the meaning of its provisions, and the rights, obligations and remedies of the Parties. If any portion of this Agreement is held invalid by a court of competent jurisdiction, the Parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, unless applying such remaining portions would negatively affect the purpose of this Agreement. The Parties agree that this Article does not make applicable any federal law, such as the agreement Disputes Act of 1978, that otherwise is not applicable or provided for under this Agreement.

This Agreement constitutes the entire Agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions among the Parties, whether oral or written, with respect to the subject matter hereof. This Agreement may be revised only by written consent of the Parties in accordance with Article S, of this Agreement.

R. MODIFICATIONS

With the exception of administrative or clerical changes or updates, all modifications or revisions to this Agreement shall be by mutual agreement of the Parties (in writing by authorized parties).

Recommendations for modifications, including justifications to support any changes to the scope of this Agreement, may be documented in a request by the Vendor and submitted to the AO. This letter will detail the technical, chronological, and financial impact of the proposed modification to the Agreement. An ACC-Orlando AO will issue all approved modifications to this Agreement.

S. TRANSFER OF RESPONSIBILITY

Neither this Agreement nor any rights or obligations of any Party hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party. This Agreement may not be used as collateral for any loan or forbearance of the Parties.

T. AGREEMENT ADMINISTRATION

Unless otherwise provided in this Agreement, approvals permitted or required to be made by ACC-ORL may be made only by an ACC-ORL Agreements Officer. All administrative and other matters under this Agreement shall be referred to the points of contacts listed in the SOW.

Only individuals authorized to bind AlphaMicron my enter into mutual agreements. Upon requests, individuals shall provide proof of their authorization to enter into mutual agreements with the Government and bind AlphaMicron.

U. COMPTROLLER GENERAL ACCESS:

The Vendor shall provide access to the Comptroller General of the United States, or their designated representative, upon request and as referenced under 10 U.S.C. § 4022(c).

V. ACCEPTANCE & FOLLOW-ON PRODUCTION ACTIVITES

Advanced Electrochromic Manufacturing Prototype Project

Pursuant to 10 U.S.C. 4022(f), if competitive procedures were used for the selection of parties for participation in the transaction for a prototype pilot and the participants in the transaction successfully completed the prototype project, production OTs are authorized and offer a streamlined method for transitioning into follow-on production without competition. Potential follow-on production contracts may be either sole source, based on successful completion of the prototype project within the scope of this document, or competed at the discretion of the Government.

It is anticipated that upon successful completion of the prototype, a follow-on production OT agreement(s) or FAR based contract(s) may be issued to the Vendor without the use of competitive procedures. Successful completion is defined as the final prototype, in the identified quantities, meeting or exceeding the AMI Solution Thresholds listed in paragraph 3.2.2 of the Statement of Work. The Government reserves the right to determine part, or all the prototype project is successfully completed, if the vendor shows a particularly favorable or unexpected result justifying the transition to production. For the purposes of 10 U.S.C. 4022(f), it is noted that the subject Agreement was awarded as the result of competitive procedures. Successful completion of this Agreement will be formalized via letter issued from the AO. Additionally, signed Certificates of Compliance (CoC’s) for all liquidated agreement Line Items Numbers will be submitted as completion of all activities and deliverables identified.

Prior to issuing a sole source Follow-On production agreement or contract, the Government will enter into negotiations with the awarded vendor. The negotiations may include evaluation of all potential cost element categories applicable to the effort and may also use price realism analysis. The Government will utilize the most applicable method in determining cost elements and prices are fair and reasonable.

Section J - List of Documents, Exhibits and Other Attachments

EXHIBIT ATTCHMENT TABLE

ATTACHMEN

T NUMBER

DESCRIPTION PAGES DATE

Attachment 1 AMI SOW 26 01 August 2024

Attachment 2 Data Rights and Computer Software License Terms Definitions

3 22 July 2024

Attachment 3 Terms and Conditions and EULA 3 22 July 2024

Attachment 4 Milestone & Payment Schedule 1 22 July 2024

Attachment 5 Certificate of Compliance 1 22 July 2024

Attachment 6 AOR Responsibilities and Commitment 2 22 July 2024

Attachment 7 AOTR Responsibilities and Commitment 3 22 July 2024

Attachment 8 AMI Solution (by reference only) 9 01 February 2024