C10_W912HZ-15-C-0008_Fully_executed_Award.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B

C D

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RATING PAGE OF PAGES

7. ISSUED BY

(Date)

01-Jul-2015

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

ROBBIE BEARD

1 29

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

CAMGIAN MICROSYSTEMS CORP

100 RESEARCH BLVD

STARKVILLE MS 39759-8749

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

W912HZ-15-C-0008

W912HZ 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 6

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

8 - 9 K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 10

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 11 - 12 M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

Net 30 Days

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

4NP29 FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

robbie.s.beard@us.army.mil

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: 601-634-3296 (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

$699,973.00 See Schedule

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE W916TX

PR W1J5 USACE FIN CTR

5722 INTEGRITY DRIVE

BUILDING 787

MILLINGTON TN 38054-5005

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

13 - 28

PART II - CONTRACT CLAUSES

ERDC CONTRACTING OFFICE

3909 HALLS FERRY ROAD

VICKSBURG MS 39180-6199

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

6. REQUISITION/PURCHASE NO.

W81EWF51207211

5. DATE ISSUED4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

3. SOLICITATION NO.

See Item 7

W912HZ-15-C-0008

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Lot $699,973.00

PHASE 1 R&D - IDS Platform

CPFF

IGF::OT::IGF BAA-15-0017 U430100/ Camgian Microsystems shall complete Phase 1 inclusive of all tasks starting on page 5 at 3.1.1 through Task 9 on page 8, to include deliverables; IAW the Contractor's accepted Technical Proposal dated 14 May 2015 entitled "USACE Intelligent Decision Support (IDS) Plateform.

The Contractor shall be paid 100% for Phase 1 (nine Month project) IAW four

(4) 25% INCREMENTAL Payments:: SEE GENERAL INFORMATION FOB: Destination

MILSTRIP: W81EWF51207211

PURCHASE REQUEST NUMBER: W81EWF51207211

ESTIMATED COST $642,177.00

FIXED FEE $57,796.00

TOTAL EST COST + FEE $699,973.00

ACRN AA

CIN: W81EWF512072110001

$699,973.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0002 $0.00

CMR

IGF::OT::IGF BAA-15-0017 U430100/ The Contractor shall provide all required Contractor Manpower Reporting in accordance with Section H.

FOB: Destination

PURCHASE REQUEST NUMBER: W81EWF51207211

NET AMT

ACRN AA

CIN: W81EWF512072110002

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1001 Lot $216,539.00

OPTION Phase 2 R&D - IDS Platform

CPFF

IGF::OT::IGF BAA-15-0017 U430100/ Camgian Microsystems shall complete Phase 2 inclusive of all tasks starting on page 8 at 3.2 through Task 22 on page 10, to include deliverables; IAW the Contractor's accepted Technical Proposal dated 14 May 2015 entitled "USACE Intelligent Decision Support (IDS) Plateform.

IF Option Period is exercised: The Contractor shall be paid 100% for Phase 2 (four Month project) IAW two (2) 50% INCREMENTAL PMTs: SEE

GENERAL INFORMATION

FOB: Destination

ESTIMATED COST $198,660.00

FIXED FEE $17,879.00

TOTAL EST COST + FEE $216,539.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

1002 $0.00

OPTION CMR

IGF::OT::IGF BAA-15-0017 U430100/ The Contractor shall provide all required Contractor Manpower Reporting in accordance with Section H.

NET AMT

GENERAL INFORMATION

Project: USACE INTELLIGENT DECISION SUPPORT (IDS) PLATFORM

Period of Performance: 02 July 2015 – 31 March 2016 (Nine Months)

Contractor: Camgian Microsystems Corporation CAGE: 4NP29 DUNS# 79 1134542

THIS IS A COST PLUS FIXED FEE CONTRACT

PAYMENT INSTRUCTIONS:

The Contractor shall be paid for PHASE 1, nine month service in its entirety in four increment payments. After each performance period below the contractor shall submit an invoice to the Contracting Officer Representative (COR) and the Contracting Officer for review, approval, and acceptance. Upon the COR/KO’s approval of each submitted invoice, the contractor shall be paid 25% of the total $699,973.00 (inclusive of all deliverable on pg 18 of the Technical Proposal.

1) Kick off Meeting/System Requirement Review (SRR), & Monthly Status Reports – 25%

2) Task s(ID) #4 and #5 (pg 10) of Technical Proposal, & Monthly Status Reports – 25%

3) Test Readiness Review (TRR), Monthly Status Reports – 25%

4) Final Demonstration Review (FDR), Successful demonstration of the PROOF OF

CONCEPT in a controlled laboratory environment, and Monthly Status Reports – 25%

PHASE 2:

IF (PHASE 2) Option Period is exercised (01 April 2016 – 31 July 2016: The contractor shall be paid in full for the four (4) month project in two (2) increment payments of 50% each for a total of $216,539.00 upon submission of invoices to the Contracting Officer Representative (COR) and the Contracting Officer for review, approval, and acceptance. . The contractor’s technical proposal on page 16, identifies four (4) Major processes which has 32 subsets to include the site survey & site planning stages.

1) Site Survey & Site Planning with Program Management, System configuration & Verification and Sensor Deployment & Communication Verification with Program Management 50%

2) Data Acquisition, Monitoring and Data Verification, and Developing Project recap documents with Program Management –50%

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

0002 Destination Government Destination Government

1001 Destination Government Destination Government

1002 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-8 Inspection Of Research And Development Cost Reimbursement

MAY 2001

Section F - Deliveries or Performance

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS UIC

0001 POP 02-JUL-2015 TO

31-MAR-2016

N/A PR W2R2 USA ENGR R AND D CTR

LEONETTE THOMAS

3909 HALLS FERRY RD

VICKSBURG MS 39180-6133

601-634-2775

W81EWF

0002 POP 02-JUL-2015 TO

31-MAR-2016

N/A N/A

1001 POP 01-APR-2016 TO

31-JUL-2016

N/A PR W2R2 USA ENGR R AND D CTR

LEONETTE THOMAS

3909 HALLS FERRY RD

VICKSBURG MS 39180-6133

601-634-2775

W81EWF

1002 POP 01-APR-2016 TO

31-JUL-2016

N/A N/A

FOB: Destination

CLAUSES INCORPORATED BY REFERENCE

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

ACCOUNTING AND APPROPRIATION DATA

AA: 96X31230000 082460 25207KJ2L5008321 NA 96223

AMOUNT:

CIN W81EWF512072110001: $699,973.00

CIN W81EWF512072110002:

Section H - Special Contract Requirements

ADMINISTRATIVE DATA

ADMINISTRATIVE DATA

INSPECTION & ACCEPTANCE:

Supplies/Services will be inspected/accepted at DESTINATION by GOVERNMENT.

TECHNICAL POC: Matthew Smith, 601-634-7429 matthew.d.smith@usace.army.mil

CONTRACTING OFFICER’S REPRESENTATIVE: Leonette J Thomas, 601-634-2775 leonette.j.thomas@usace.army.mil

CONTRACTING POC: Nancy J Sykes, 601-634-2387 nancy.sykess@usace.army.mil

CONTRACTOR TECHNICAL POC: Chris Henderson, 662-320-1037 chenderson@camgian.com

CONTRACTOR ADMINISTRATIVE POC: Michelle Parisi, 662-320-4550 mparisi@camgian.com

DELIVERY ADDRESS:

U.S. ARMY ENGINEERING RESEARCH AND DEVELOPMENT CENTER

(ERDC) COSTAL HYDRAULIC LABORATORY (CHL)

ATTN: LEONETTE J THOMAS

3909 HALLS FERRY ROAD

VICKSBURG, MS 39180-6199

REFERENCE PROPOSAL DATE: CAMGIAN MICROSYSTEMS CORPORATION – PROPOSAL

NO. W912HZ-13-BAA-01

VOLUME 1 – TECHNICAL PROPOSAL DATED 14 MAY 2015 (rec’d) VOLUME 2 – COST PROPOSAL DATED 14 May 2015 (rec’d)

INVOICE INSTRUCTIONS:

(1) A PROPER INVOICE MUST BE IN ACCORDANCE WITH FAR 32.905 (b)(1), OR INVOICE INSTRUCTIONS CONTAINED ELSEWHERE IN THIS DOCUMENT

(2) SUBMIT INVOICE VIA EMAIL TO:

CEFC-payments@usace.army.mil

TO AVOID DELAY IN PAYMENT A COPY MUST ALSO BE SENT TO:

leonette.j.thomas@usace.army.mil AND nancy.sykes@usace.army.mil

(3) IF MORE THAN ONE INVOICE IS REQUIRED, THE CONTRACTOR’S FINAL INVOICE

SHALL BE SUBMITTED WITHIN 45 DAYS AFTER THE FINAL PERIOD OF PERFORMANCE

DATE SPECIFIED IN THE CONTRACT. THE INVOICE MUST BE CLEARLY MARKED “FINAL”

AND SUBMITTED AS OUTLINED ABOVE. IN ADDITION A COPY MUST BE SENT TO:

nancy.sykes@usace.army.mil

Section I - Contract Clauses

CONTRACTOR MANPOWER REPORTING

The Office of the Assistant Secretary of the Army (Manpower and Reserve Affairs) operates and maintains a secure Army data collection site where the contractor will report ALL contractor manpower (including subcontractor manpower) required for performance of this contract. The Contractor is required to completely fill in all of the information in the format using the following web address: https://cmra.army.mil. The required information includes:

(1) Contracting Office, Contracting Officer, Contracting Officer’s Technical Representative

(2) Contract number, including task and delivery order number

(3) Beginning and ending dates covered by reporting period

(4) Contractor name, address, phone number, e-mail address, identity of contractor employee entering data;

(5) Estimated direct labor hours (including sub-contractors) (6) Total payments (including sub-contractors)

(7) Predominant Federal Service Code (FSC) reflecting services provided by contractor (and separate predominant FSC for each sub-contractor if different)

(8) Estimated data collection cost

(9) Organizational title associated with Unite Identification Code (UIC) for the Army Requiring Activity (the Army Requiring activity is responsible for providing the contractor with its UIC for the purposes of reporting this information

(10) Locations where contractor and sub-contractors perform the work (specified by zip code in the United States and nearest city, country, when in an overseas location, using standardized nomenclature provided on website

(11) Presence of deployment or contingency contract language (12)Number of contractor and sub-contractor employees deployed in theater this reporting period (by country).

As part of its submission, the contractor will also provide the estimated total cost (if any) incurred to comply with this reporting requirement.

Reporting period will be the period of performance not to exceed 12 months ending 30 September of each government fiscal year and must be reported by 31 October of each calendar year. Contractors may use a direct XML data transfer to the database server or fill in the fields on the website. The XML direct transfer is a format for transferring files from a contractor’s systems to the secure web site without the need for separate data entries for each required data element at the web site. The specific formats for the XML direct transfer may be downloaded from the web site.

UIC: W2R2AA – Military

FSC: AZ12

Contract Number: W912HZ-15-C-0008

Contract Fiscal Year: FY15

Form of Contract Action: Definitive Contract

Contract Type: Cost-Plus-Fixed-Fee

Competed Action: Full and Open Competition

DoD Administering Component: USA-USACE, ERDC

Contracting Organization: USA-USACE, ERDC

CLAUSES INCORPORATED BY REFERENCE

52.202-1 Definitions NOV 2013

52.203-3 Gratuities APR 1984

52.203-5 Covenant Against Contingent Fees MAY 2014

52.203-6 Restrictions On Subcontractor Sales To The Government SEP 2006

52.203-7 Anti-Kickback Procedures MAY 2014

52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity

MAY 2014

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity MAY 2014

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

OCT 2010

52.203-17 Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights

APR 2014

52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper

MAY 2011

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

JUL 2013

52.204-12 Data Universal Numbering System Number Maintenance DEC 2012

52.204-13 System for Award Management Maintenance JUL 2013

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

AUG 2013

52.209-10 Prohibition on Contracting With Inverted Domestic Corporations

DEC 2014

52.215-2 Audit and Records--Negotiation OCT 2010

52.215-8 Order of Precedence--Uniform Contract Format OCT 1997

52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011

52.215-11 Price Reduction for Defective Certified Cost or Pricing Data-- Modifications

AUG 2011

52.215-12 Subcontractor Certified Cost or Pricing Data OCT 2010

52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications OCT 2010

52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions

JUL 2005

52.215-19 Notification of Ownership Changes OCT 1997

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.215-23 Limitations on Pass-Through Charges OCT 2009

52.216-8 Fixed Fee JUN 2011

52.222-1 Notice To The Government Of Labor Disputes FEB 1997

52.222-3 Convict Labor JUN 2003

52.222-4 Contract Work Hours and Safety Standards- Overtime Compensation

MAY 2014

52.222-17 Nondisplacement of Qualified Workers MAY 2014

52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-26 Equal Opportunity APR 2015

52.222-35 Equal Opportunity for Veterans JUL 2014

52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014

52.222-37 Employment Reports on Veterans JUL 2014

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons MAR 2015

52.222-51 Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment--Requirements

MAY 2014

52.222-53 Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services--Requirements

MAY 2014

52.222-54 Employment Eligibility Verification AUG 2013

52.223-6 Drug-Free Workplace MAY 2001

52.223-16 Acquisition of EPEAT®-Registered Personal Computer Products

JUN 2014

52.223-18 Encouraging Contractor Policies To Ban Text Messaging While Driving

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases JUN 2008

52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984

52.227-11 Patent Rights--Ownership By The Contractor MAY 2014

52.227-14 Rights in Data--General MAY 2014

52.228-7 Insurance--Liability To Third Persons MAR 1996

52.230-2 Cost Accounting Standards MAY 2014

52.230-3 Disclosure And Consistency Of Cost Accounting Practices MAY 2014

52.230-6 Administration of Cost Accounting Standards JUN 2010

52.232-9 Limitation On Withholding Of Payments APR 1984

52.232-17 Interest MAY 2014

52.232-20 Limitation Of Cost APR 1984

52.232-23 Assignment Of Claims MAY 2014

52.232-24 Prohibition of Assignment of Claims MAY 2014

52.232-33 Payment by Electronic Funds Transfer--System for Award Management

JUL 2013

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013

52.233-1 Disputes MAY 2014

52.233-3 Protest After Award AUG 1996

52.233-4 Applicable Law for Breach of Contract Claim OCT 2004

52.239-1 Privacy or Security Safeguards AUG 1996

52.242-1 Notice of Intent to Disallow Costs APR 1984

52.242-3 Penalties for Unallowable Costs MAY 2014

52.242-4 Certification of Final Indirect Costs JAN 1997

52.242-13 Bankruptcy JUL 1995

52.243-2 Alt V Changes--Cost-Reimbursement (Aug 1987) - Alternate V APR 1984

52.244-5 Competition In Subcontracting DEC 1996

52.244-6 Subcontracts for Commercial Items APR 2015

52.246-25 Limitation Of Liability--Services FEB 1997

52.249-5 Termination For Convenience Of The Government (Educational And Other Nonprofit Institutions)

SEP 1996

52.249-6 Termination (Cost Reimbursement) MAY 2004

52.249-14 Excusable Delays APR 1984

52.253-1 Computer Generated Forms JAN 1991

252.201-7000 Contracting Officer's Representative DEC 1991

252.203-7000 Requirements Relating to Compensation of Former DoD Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013

252.204-7000 Disclosure Of Information AUG 2013

252.204-7003 Control Of Government Personnel Work Product APR 1992

252.204-7006 Billing Instructions OCT 2005

252.204-7012 Safeguarding of Unclassified Controlled Technical Information

NOV 2013

252.209-7004 Subcontracting With Firms That Are Owned or Controlled By The Government of a Country that is a State Sponsor of Terrorism

DEC 2014

252.215-7000 Pricing Adjustments DEC 2012

252.215-7002 Cost Estimating System Requirements DEC 2012

252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation

FEB 2014

252.227-7016 Rights in Bid or Proposal Information JAN 2011

252.227-7019 Validation of Asserted Restrictions--Computer Software SEP 2011

252.227-7025 Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends

MAY 2013

252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 1988

252.227-7030 Technical Data--Withholding Of Payment MAR 2000

252.227-7037 Validation of Restrictive Markings on Technical Data JUN 2013

252.227-7039 Patents--Reporting Of Subject Inventions APR 1990

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

JUN 2012

252.232-7010 Levies on Contract Payments DEC 2006

252.235-7011 Final Scientific or Technical Report JAN 2015

252.239-7001 Information Assurance Contractor Training and Certification JAN 2008

252.242-7004 Material Management And Accounting System MAY 2011

252.242-7005 Contractor Business Systems FEB 2012

252.242-7006 Accounting System Administration FEB 2012

252.243-7002 Requests for Equitable Adjustment DEC 2012

252.247-7023 Transportation of Supplies by Sea APR 2014

252.247-7023 Alt II Transportation of Supplies by Sea (APR 2014) Alternate II APR 2014

CLAUSES INCORPORATED BY FULL TEXT

52.216-7 ALLOWABLE COST AND PAYMENT (JUN 2013)

(a) Invoicing.

(1) The Government will make payments to the Contractor when requested as work progresses, but (except for small business concerns) not more often than once every 2 weeks, in amounts determined to be allowable by the Contracting Officer in accordance with Federal Acquisition Regulation (FAR) subpart 31.2 in effect on the date of this contract and the terms of this contract. The Contractor may submit to an authorized representative of the Contracting Officer, in such form and reasonable detail as the representative may require, an invoice or voucher supported by a statement of the claimed allowable cost for performing this contract.

(2) Contract financing payments are not subject to the interest penalty provisions of the Prompt Payment Act.

Interim payments made prior to the final payment under the contract are contract financing payments, except interim payments if this contract contains Alternate I to the clause at 52.232-25.

(3) The designated payment office will make interim payments for contract financing on the 30th day after the designated billing office receives a proper payment request.

In the event that the Government requires an audit or other review of a specific payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date.

(b) Reimbursing costs. (1) For the purpose of reimbursing allowable costs (except as provided in subparagraph (b)(2) of the clause, with respect to pension, deferred profit sharing, and employee stock ownership plan contributions), the term "costs" includes only--

(i) Those recorded costs that, at the time of the request for reimbursement, the Contractor has paid by cash, check, or other form of actual payment for items or services purchased directly for the contract;

(ii) When the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for--

(A) Supplies and services purchased directly for the contract and associated financing payments to subcontractors, provided payments determined due will be made--

(1) In accordance with the terms and conditions of a subcontract or invoice; and

(2) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government;

(B) Materials issued from the Contractor's inventory and placed in the production process for use on the contract;

(C) Direct labor;

(D) Direct travel;

(E) Other direct in-house costs; and

(F) Properly allocable and allowable indirect costs, as shown in the records maintained by the Contractor for purposes of obtaining reimbursement under Government contracts; and

(iii) The amount of financing payments that have been paid by cash, check, or other forms of payment to subcontractors.

(2) Accrued costs of Contractor contributions under employee pension plans shall be excluded until actually paid unless--

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's indirect costs for payment purposes).

(3) Notwithstanding the audit and adjustment of invoices or vouchers under paragraph (g) of this clause, allowable indirect costs under this contract shall be obtained by applying indirect cost rates established in accordance with paragraph (d) of this clause.

(4) Any statements in specifications or other documents incorporated in this contract by reference designating performance of services or furnishing of materials at the Contractor's expense or at no cost to the Government shall be disregarded for purposes of cost-reimbursement under this clause.

(c) Small business concerns. A small business concern may receive more frequent payments than every 2 weeks.

(d) Final indirect cost rates. (1) Final annual indirect cost rates and the appropriate bases shall be established in accordance with Subpart 42.7 of the Federal Acquisition Regulation (FAR) in effect for the period covered by the indirect cost rate proposal.

(2)(i) The Contractor shall submit an adequate final indirect cost rate proposal to the Contracting Officer (or cognizant Federal agency official) and auditor within the 6-month period following the expiration of each of its fiscal years. Reasonable extensions, for exceptional circumstances only, may be requested in writing by the Contractor and granted in writing by the Contracting Officer. The Contractor shall support its proposal with adequate supporting data.

(ii) The proposed rates shall be based on the Contractor's actual cost experience for that period. The appropriate Government representative and the Contractor shall establish the final indirect cost rates as promptly as practical after receipt of the Contractor's proposal.

(iii) An adequate indirect cost rate proposal shall include the following data unless otherwise specified by the cognizant Federal agency official:

(A) Summary of all claimed indirect expense rates, including pool, base, and calculated indirect rate.

(B) General and Administrative expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts).

(C) Overhead expenses (final indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) for each final indirect cost pool.

(D) Occupancy expenses (intermediate indirect cost pool). Schedule of claimed expenses by element of cost as identified in accounting records (Chart of Accounts) and expense reallocation to final indirect cost pools.

(E) Claimed allocation bases, by element of cost, used to distribute indirect costs.

(F) Facilities capital cost of money factors computation.

(G) Reconciliation of books of account (i.e., General Ledger) and claimed direct costs by major cost element.

(H) Schedule of direct costs by contract and subcontract and indirect expense applied at claimed rates, as well as a subsidiary schedule of Government participation percentages in each of the allocation base amounts.

(I) Schedule of cumulative direct and indirect costs claimed and billed by contract and subcontract.

(J) Subcontract information. Listing of subcontracts awarded to companies for which the contractor is the prime or upper-tier contractor (include prime and subcontract numbers; subcontract value and award type; amount claimed during the fiscal year; and the subcontractor name, address, and point of contact information).

(K) Summary of each time-and-materials and labor-hour contract information, including labor categories, labor rates, hours, and amounts; direct materials; other direct costs; and, indirect expense applied at claimed rates.

(L) Reconciliation of total payroll per IRS form 941 to total labor costs distribution.

(M) Listing of decisions/agreements/approvals and description of accounting/organizational changes.

(N) Certificate of final indirect costs (see 52.242-4, Certification of Final Indirect Costs).

(O) Contract closing information for contracts physically completed in this fiscal year (include contract number, period of performance, contract ceiling amounts, contract fee computations, level of effort, and indicate if the contract is ready to close).

(iv) The following supplemental information is not required to determine if a proposal is adequate, but may be required during the audit process:

(A) Comparative analysis of indirect expense pools detailed by account to prior fiscal year and budgetary data.

(B) General organizational information and limitation on allowability of compensation for certain contractor personnel. See 31.205-6(p). Additional salary reference information is available at http://www.whitehouse.gov/omb/procurement_index_exec_comp/.

(C) Identification of prime contracts under which the contractor performs as a subcontractor.

(D) Description of accounting system (excludes contractors required to submit a CAS Disclosure Statement or contractors where the description of the accounting system has not changed from the previous year's submission).

(E) Procedures for identifying and excluding unallowable costs from the costs claimed and billed (excludes contractors where the procedures have not changed from the previous year's submission).

(F) Certified financial statements and other financial data (e.g., trial balance, compilation, review, etc.).

(G) Management letter from outside CPAs concerning any internal control weaknesses.

(H) Actions that have been and/or will be implemented to correct the weaknesses described in the management letter from subparagraph G) of this section.

(I) List of all internal audit reports issued since the last disclosure of internal audit reports to the Government.

(J) Annual internal audit plan of scheduled audits to be performed in the fiscal year when the final indirect cost rate submission is made.

(K) Federal and State income tax returns.

(L) Securities and Exchange Commission 10-K annual report.

(M) Minutes from board of directors meetings.

(N) Listing of delay claims and termination claims submitted which contain costs relating to the subject fiscal year.

(O) Contract briefings, which generally include a synopsis of all pertinent contract provisions, such as: Contract type, contract amount, product or service(s) to be provided, contract performance period, rate ceilings, advance approval requirements, pre-contract cost allowability limitations, and billing limitations.

(v) The Contractor shall update the billings on all contracts to reflect the final settled rates and update the schedule of cumulative direct and indirect costs claimed and billed, as required in paragraph (d)(2)(iii)(I) of this section, within 60 days after settlement of final indirect cost rates.

(3) The Contractor and the appropriate Government representative shall execute a written understanding setting forth the final indirect cost rates. The understanding shall specify (i) the agreed-upon final annual indirect cost rates,

(ii) the bases to which the rates apply, (iii) the periods for which the rates apply, (iv) any specific indirect cost items treated as direct costs in the settlement, and (v) the affected contract and/or subcontract, identifying any with advance agreements or special terms and the applicable rates. The understanding shall not change any monetary ceiling, contract obligation, or specific cost allowance or disallowance provided for in this contract. The understanding is incorporated into this contract upon execution.

(4) Failure by the parties to agree on a final annual indirect cost rate shall be a dispute within the meaning of the Disputes clause.

(5) Within 120 days (or longer period if approved in writing by the Contracting Officer) after settlement of the final annual indirect cost rates for all years of a physically complete contract, the Contractor shall submit a completion invoice or voucher to reflect the settled amounts and rates. The completion invoice or voucher shall include settled subcontract amounts and rates. The prime contractor is responsible for settling subcontractor amounts and rates included in the completion invoice or voucher and providing status of subcontractor audits to the contracting officer upon request.

(6)(i) If the Contractor fails to submit a completion invoice or voucher within the time specified in paragraph (d)(5) of this clause, the Contracting Officer may--

(A) Determine the amounts due to the Contractor under the contract; and

(B) Record this determination in a unilateral modification to the contract.

(ii) This determination constitutes the final decision of the Contracting Officer in accordance with the Disputes clause.

(e) Billing rates. Until final annual indirect cost rates are established for any period, the Government shall reimburse the Contractor at billing rates established by the Contracting Officer or by an authorized representative (the cognizant auditor), subject to adjustment when the final rates are established. These billing rates--

(1) Shall be the anticipated final rates; and

(2) May be prospectively or retroactively revised by mutual agreement, at either party's request, to prevent substantial overpayment or underpayment.

(f) Quick-closeout procedures. Quick-closeout procedures are applicable when the conditions in FAR 42.708(a) are satisfied.

(g) Audit. At any time or times before final payment, the Contracting Officer may have the Contractor's invoices or vouchers and statements of cost audited. Any payment may be (1) Reduced by amounts found by the Contracting Officer not to constitute allowable costs or (2) Adjusted for prior overpayments or underpayments.

(h) Final payment. (1) Upon approval of a completion invoice or voucher submitted by the Contractor in accordance with paragraph (d)(5) of this clause, and upon the Contractor's compliance with all terms of this contract, the Government shall promptly pay any balance of allowable costs and that part of the fee (if any) not previously paid.

(2) The Contractor shall pay to the Government any refunds, rebates, credits, or other amounts (including interest, if any) accruing to or received by the Contractor or any assignee under this contract, to the extent that those amounts are properly allocable to costs for which the Contractor has been reimbursed by the Government. Reasonable expenses incurred by the Contractor for securing refunds, rebates, credits, or other amounts shall be allowable costs if approved by the Contracting Officer. Before final payment under this contract, the Contractor and each assignee whose assignment is in effect at the time of final payment shall execute and deliver--

(i) An assignment to the Government, in form and substance satisfactory to the Contracting Officer, of refunds, rebates, credits, or other amounts (including interest, if any) properly allocable to costs for which the Contractor has been reimbursed by the Government under this contract; and

(ii) A release discharging the Government, its officers, agents, and employees from all liabilities, obligations, and claims arising out of or under this contract, except--

(A) Specified claims stated in exact amounts, or in estimated amounts when the exact amounts are not known;

(B) Claims (including reasonable incidental expenses) based upon liabilities of the Contractor to third parties arising out of the performance of this contract; provided, that the claims are not known to the Contractor on the date of the execution of the release, and that the Contractor gives notice of the claims in writing to the Contracting Officer within 6 years following the release date or notice of final payment date, whichever is earlier; and

(C) Claims for reimbursement of costs, including reasonable incidental expenses, incurred by the Contractor under the patent clauses of this contract, excluding, however, any expenses arising from the Contractor's indemnification of the Government against patent liability.

(End of clause)

52.216-24 LIMITATION OF GOVERNMENT LIABILITY (APR 1984)

(a) In performing this contract, the Contractor is not authorized to make expenditures or incur obligations exceeding $699,973.00 dollars.

(b) The maximum amount for which the Government shall be liable if this contract is terminated is $0.00dollars.

(End of clause)

52.247-1 COMMERCIAL BILL OF LADING NOTATIONS (FEB 2006)

When the Contracting Officer authorizes supplies to be shipped on a commercial bill of lading and the Contractor will be reimbursed these transportation costs as direct allowable costs, the Contractor shall ensure before shipment is made that the commercial shipping documents are annotated with either of the following notations, as appropriate:

(a) If the Government is shown as the consignor or the consignee, the annotation shall be:

"Transportation is for the and the actual total transportation charges paid to the carrier(s) by the consignor or consignee are assignable to, and shall be reimbursed by, the Government."

(b) If the Government is not shown as the consignor or the consignee, the annotation shall be:

"Transportation is for the and the actual total transportation charges paid to the carrier(s) by the consignor or consignee shall be reimbursed by the Government, pursuant to cost-reimbursement contract no. W912HZ-15-C- 0008. This may be confirmed by contacting ."

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://farsite.hill.af.mil/vffara.htm http://farsite.hill.af.mil/VFDFARA.HTM

(End of clause)

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense Federal Regulation (48 CFR 2) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation.

(End of clause)

252.235-7010 Acknowledgment of Support and Disclaimer. (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government's support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the [name of contracting agency(ies)] under Contract No. W912HZ-15-C-0008.

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the [name of contracting agency(ies)].

(End of clause)

Section J - List of Documents, Exhibits and Other Attachments

ATTACHMENTS

Attachment 1 – QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)