* ] The following portion has been omitted pursuant to a Confidential Treatment Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission.
Exhibit 10.110
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
1
BAA
REFERENCE
This
contract is awarded as a result of Medical Science and Technology (S&T)
Chemical and Biological Defense Transformational Medical Technologies Initiative
(TMTI) BAA HDTRA1-07-TMTI-BAA.
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0001
|
Dollars,
U.S.
|
$22,336,307.00
|
||||
BASE
PERIOD
CPFF
In
accordance with Statement of Work entitled, "Biological Advanced
Development," dated April 30, 2008, Attachment 1 to the
Contract.
FOB:
Destination
PURCHASE
REQUEST NUMBER: CBM080009598
MFR
PART NR: A
|
||||||
ESTIMATED
COST
|
$20,324,210.00
|
|||||
FIXED
FEE
|
|
$2,012,097.00
|
||||
TOTAL
EST COST + FEE
|
$22,336,307.00
|
|||||
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
000101
|
Dollars,
U.S.
|
$0.00
|
||||
BASE
PERIOD FUNDING
CPFF
FOB:
Destination
PURCHASE
REQUEST NUMBER: CBM080009598
|
||||||
ESTIMATED
COST
|
$0.00
|
|||||
FIXED
FEE
|
$0.00
|
|||||
TOTAL
EST COST + FEE
|
$0.00
|
|||||
ACRN
AA
CIN:
CBM080009598000101
|
$5,000,000.00
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
2
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0002
|
Dollars,
U.S.
|
$6,647,996.00
|
||||
OPTION
|
OPTION
YEAR 1
CPFF
In
accordance with Statement of Work entitled, "Biological Advanced
Development," dated April 30, 2008, Attachment 1 to the
Contract.
FOB:
Destination
PURCHASE
REQUEST NUMBER: CBM080009598
|
|||||
ESTIMATED
COST
|
$6,049,132.00
|
|||||
FIXED
FEE
|
$598,864.00
|
|||||
TOTAL
EST COST + FEE
|
$6,647,996.00
|
|||||
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
000201
|
$0.00
|
|||||
OPTION
YEAR 1 FUNDING
CPFF
FOB:
Destination
|
||||||
NET
AMT
|
||||||
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
3
HDTRA1-08-C-0003
Page 4 of
28
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0003
|
Dollars,
U.S.
|
$8,944,914.00
|
||||
OPTION
|
OPTION
YEAR 2
CPFF
In
accordance with Statement of Work entitled, "Biological Advanced
Development," dated April 30, 2008, Attachment 1 to the
Contract.
FOB:
Destination
|
|||||
ESTIMATED
COST
|
$8,139,139.00
|
|||||
FIXED
FEE
|
$805,775.00
|
|||||
TOTAL
EST COST + FEE
|
$8,944,914.00
|
|||||
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
000301
|
$0.00
|
|||||
OPTION
YEAR 2 FUNDING
CPFF
FOB:
Destination
|
||||||
NET
AMT
|
||||||
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0004
|
Dollars,
U.S.
|
$6,474,499.00
|
||||
OPTION
|
OPTION
YEAR 3
CPFF
In
accordance with Statement of Work entitled, "Biological Advanced
Development," dated April 30, 2008, Attachment 1 to the
Contract.
FOB:
Destination
|
|||||
ESTIMATED
COST
|
$5,891,264.00
|
|||||
FIXED
FEE
|
$583,235.00
|
|||||
TOTAL
EST COST + FEE
|
$6,474,499.00
|
|||||
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
4
HDTRA1-08-C-0003
Page 5
of 28
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
000401
|
$0.00
|
|||||
OPTION
YEAR 3 FUNDING
CPFF
FOB:
Destination
|
||||||
ESTIMATED
COST
|
$0.00
|
|||||
FIXED
FEE
|
$0.00
|
|||||
TOTAL
EST COST + FEE
|
$0.00
|
|||||
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
Contract Data Requirements List (CDRL's)
|
||||||
ESTIMATED
COST
|
||||||
FIXED
FEE
|
||||||
TOTAL
EST COST + FEE
|
||||||
See Exhibit A
CLAUSES
INCORPORATED BY FULL TEXT
252.216-9001 ACCRUAL
OF FIXED FEE (OCT 1998)
Subject
to the provisions of the Clause of this Contract entitled FIXED FEE, the fixed
fee provided for in this Contract, as from time-to-time amended, shall accrue on
each approved interim payment voucher in the same proportion to the total fixed
fee that the approved voucher costs bear to the total estimated costs set forth
in the Contract; provided, however,
that any balance of the fixed fee remaining after completion of the work
required under said Contract shall be deemed to accrue forthwith and be paid in
accordance with the terms of the Contract.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
5
HDTRA1-08-C-0003
Page 6
of 28
252.232-9001 PRICES/COST
a. Subject
to the provisions of the Clauses of this Contract entitled LIMITATION OF FUNDS,
ALLOWABLE COST AND PAYMENT, and FIXED FEE, the total allowable cost under this
Contract shall not exceed $________ A_____
_____, which is the total estimated cost of the Contractor's performance
hereunder, exclusive of fixed fee. In addition, the Government shall
pay the Contractor a fixed fee of $__________B_____________
for the performance of this Contract. It is understood and agreed
that the Government's obligation is limited to INCREMENTAL FUNDING in the amount
of $_________C____________. Within
this amount ($________C_________),
the fixed fee shall bear the same relationship to the total fixed fee, as the
costs incurred bear to the total estimated cost.
b. Interim
payment vouchers may be submitted for provisional payment pursuant to the
Clauses of this Contract entitled ALLOWABLE COST AND PAYMENT and FIXED
FEE.
Fill in
the dollar amounts as applicable:
A: $22,336,307
B: $2,012,097
C: $5,000,000
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
6
HDTRA1-08-C-0003
Page 7 of
28
CLAUSES
INCORPORATED BY FULL TEXT
252.211-9000 Description/Specifications/Work
Statement
The
Contractor shall provide the supplies and/or services set forth in Section B, in
accordance with the following:
a. Statement
of Work entitled, "Biological Advanced Development," dated April 30, 2008,
Attachment 1 to the Contract.
b. Contract
Data Requirements List (DD Form 1423), Exhibit A to the Contract.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
7
HDTRA1-08-C-0003
Page 8
of 28
CLAUSES
INCORPORATED BY FULL TEXT
252.247-9001 PACKAGING
AND MARKING
(a) All
data contained in Exhibit A, Contract Data Requirements List (CDRL), DD Form
1423 delivered under this contract shall be delivered using best commercial
practices to meet the packaging requirements of the carrier and to insure
delivery, to the addressees specified on the Data Item Cover Sheet, at
destination and in accordance with applicable security
requirements.
(b) All
data and correspondence submitted to the Contracting Officer shall reference the
Contract Number, the CDRL number, and the date submitted. A copy of
all correspondence sent to the Contracting Officer's Representative (COR) or
Project Manager shall be simultaneously provided to the Contracting
Officer.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
8
HDTRA1-08-C-0003
Page 9 of
28
INSPECTION
AND ACCEPTANCE TERMS
Supplies/services
will be inspected/accepted at:
XXXX
|
INSPECT
AT
|
INSPECT
BY
|
ACCEPT
AT
|
ACCEPT
BY
|
0001
|
Destination
|
Government
|
Destination
|
Government
|
000101
|
N/A
|
N/A
|
N/A
|
Government
|
0002
|
Destination
|
Government
|
Destination
|
Government
|
000201
|
N/A
|
N/A
|
N/A
|
Government
|
0003
|
Destination
|
Government
|
Destination
|
Government
|
000301
|
N/A
|
N/A
|
N/A
|
Government
|
0004
|
Destination
|
Government
|
Destination
|
Government
|
000401
|
N/A
|
N/A
|
N/A
|
Government
|
0005
|
N/A
|
N/A
|
N/A
|
Government
|
CLAUSES
INCORPORATED BY FULL TEXT
252.246-9000 INSPECTION
AND ACCEPTANCE (JUL 2007)
Government
inspection and acceptance of data is specified on the Contract Data Requirements
List, DD Form 1423. In accordance with FAR 52.246-8, inspection and
acceptance for all work performed at any and all times under this contract shall
be the responsibility of the:
___X__ Contracting
Officer's Representative (COR) or Project Manager (PM). The Wide Area
Work Flow (WAWF) Acceptor DoDDAC is located in DTRA 252.201-9000 Project Manager or DTRA
252.201-9002 Contracting
Officer’s Representative.
_____ Administrative
Contracting Officer (ACO). The WAWF Acceptor DoDAAC can be found in
the “Administered By” block on page 1 of the contract.
(End of
Clause)
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
9
HDTRA1-08-C-0003
Page 10
of 28
DELIVERY
INFORMATION
CLIN
|
DELIVERY
DATE
|
QUANTITY
|
SHIP
TO ADDRESS
|
UIC
|
0001
|
POP
30-JUN-2008 TO
29-JUN-2010
|
N/A
|
DEFENSE
THREAT REDUCTION AGENCY/RD-CBM
XXXXXXX
"XXXX" XXXXX
0000
XXXX X XXXXXXX XXXX, XXXX XXXX 0000,
XXXX
XXXXXXX XX 00000
703-767-4295
FOB: Destination
|
HDTRA1
|
000101
|
N/A
|
N/A
|
N/A
|
N/A
|
0002
|
POP
30-JUN-2010 TO
29-JUN-2011
|
N/A
|
DEFENSE
THREAT REDUCTION AGENCY/RD-CBM
XXXXXXX
"XXXX" XXXXX
0000
XXXX X XXXXXXX XXXX, XXXX XXXX 0000,
XXXX
XXXXXXX XX 00000
703-767-4295
FOB: Destination
|
HDTRA1
|
000201
|
N/A
|
N/A
|
N/A
|
N/A
|
0003
|
POP
30-JUN-2011 TO
29-JUN-2012
|
N/A
|
DEFENSE
THREAT REDUCTION AGENCY/RD-CBM
XXXXXXX
"XXXX" XXXXX
0000
XXXX X XXXXXXX XXXX, XXXX XXXX 0000,
XXXX
XXXXXXX XX 00000
703-767-4295
FOB: Destination
|
HDTRA1
|
000301
|
N/A
|
N/A
|
N/A
|
N/A
|
0004
|
POP
30-JUN-2012 TO
29-JUN-2013
|
N/A
|
DEFENSE
THREAT REDUCTION AGENCY/RD-CBM
XXXXXXX
"BILL" XXXXX
0000
XXXX X XXXXXXX XXXX, XXXX XXXX 0000,
XXXX
XXXXXXX XX 00000
703-767-4295
FOB: Destination
|
HDTRA1
|
000401
|
N/A
|
N/A
|
N/A
|
N/A
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
10
HDTRA1-08-C-0003
Page 11
of 28
0005
|
POP
01-JUL-2008 TO
30-JUN-2013
|
N/A
|
DEFENSE
THREAT REDUCTION AGENCY/RD-CBM
XXXXXXX
"BILL" XXXXX
0000
XXXX X XXXXXXX XXXX, XXXX XXXX 0000,
XXXX
XXXXXXX XX 00000
703-767-4295
FOB: Destination
|
HDTRA1
|
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
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
11
HDTRA1-08-C-0003
Page 12
of 28
ADMINISTRATION
ASSIGNMENT OF CONTRACT
ADMINISTRATION SERVICES (CAS)
FUNCTIONS (AUG
2007)
a. The
contract administration functions stated in FAR 42.302(a) are assigned
to:
See Section A, Block 6.
b. Notwithstanding that
assignment, in accordance with FAR 42.202(b)(2), the following functions are
determined to be best performed by the PCO and are retained by the DTRA
Contracting Office:
(1) FAR
42.302(a)(3) Conduct postaward orientation conferences.
(2) FAR
42.302(a)(20) Perform Postaward Security Administration.
(3) FAR
42.302(a)(40) Perform engineering surveillance to assess compliance
with contractual terms for schedule, cost, and technical performance in the
areas of design, development, and production.
(4) FAR
42.302(a)(51) In accordance with FAR 52.244-2, consent to the
placement of subcontracts which have experimental, developmental, or research
work as one of its purposes.
(5) Approval or disapproval of the data
items listed on Exhibit A, DD Form 1423, Contract Data Requirements
List.
(END OF
CLAUSE)
ACCOUNTING
AND APPROPRIATION DATA
AA:
9780400.2620 1000 B62D 255999 BD25909000 S49012
|
AMOUNT:
$5,000,000.00
|
CIN
CBM080009598000101: $5,000,000.00
|
CLAUSES
INCORPORATED BY FULL TEXT
252.201-9002 CONTRACTING
OFFICER'S REPRESENTATIVE (MAY 2007)
a. The
Contracting Officer's Representative (COR) for this contract is:
Xxxxxxx
Xxxxx
Defense
Threat Reduction Agency/RD-CBM
0000 Xxxx
X. Xxxxxxx Xx, XX 0000
Fort
Belvoir VA 00000-0000
Telephone
number (000) 000-0000
e-mail
address xxxxxxx.xxxxx@xxxx.xxx.
WAWF
Acceptor DoDAAC: HDTRA1
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
12
HDTRA1-08-C-0003
Page 13
of 28
b. The COR will act as
the Contracting Officer’s Representative for technical matters providing
technical direction and discussion as necessary with respect to the
specification/statement of work and monitoring the progress and quality of the
Contractor’s performance. The COR is NOT an Administrative
Contracting Officer (ACO) and does not have the authority to take any action,
either directly or indirectly that would change the pricing, quality, quantity,
place of performance, delivery schedule, or any other terms and conditions of
the contract, or to direct the accomplishment of effort, which goes beyond the
scope of the specifications/statement of work in the contract.
c. When, in the
opinion of the contractor, the COR requests effort outside the existing scope of
the contract, the contractor shall promptly notify the Contracting Officer in
writing. No action shall be taken by the contractor under such
direction until the Contracting Officer has issued a modification to the
contract or has otherwise resolved the issue.
CLAUSES INCORPORATED BY FULL TEXT
252.204-9002 PAYMENT
INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (AUG
2007)
In
accordance with DFARS 204.7108 Payment Instructions, payment
shall be made by the numbered payment instruction identified below:
_____
(1) Line item
specific: single funding. If there is only one source of funding for the
contract line item (i.e., one ACRN), the payment office will make payment using
the ACRN funding of the line item being billed.
_____
(2) Line item
specific: sequential ACRN order. If there is more than one
ACRN within a contract line item, the payment office will make payment in
sequential ACRN order within the line item, exhausting all funds in the previous
ACRN before paying from the next ACRN using the following sequential order:
Alpha/Alpha; Alpha/Numeric; Numeric/Alpha; and Numeric/Numeric.
_____
(3) Line item
specific: contracting officer specified ACRN order. If there
is more than one ACRN within a contract line item, the payment office will make
payment within the line item in the sequence ACRN order specified by the
contracting officer, exhausting all funds in the previous ACRN before paying
from the next ACRN.
_____
(4) Line item
specific: by fiscal year. If there is more than one ACRN
within a contract line item, the payment office will make payment using the
oldest fiscal year appropriations first, exhausting all funds in the previous
fiscal year before disbursing from the next fiscal year. In the event
there is more than one ACRN associated with the same fiscal year, the payment
amount shall be disbursed from each ACRN within a fiscal year in the same
proportion as the amount of funding obligated for each ACRN within the fiscal
year.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
13
HDTRA1-08-C-0003
Page 14
of 28
_____
(5) Line item
specific: by cancellation date. If there is more than one ACRN
within a contract line item, the payment office will make payment using
the ACRN with the earliest cancellation date first, exhausting all funds in that
ACRN before disbursing funds from the next. In the event there is more
than one ACRN associated with the same cancellation date, the payment amount
shall be disbursed from each ACRN with the same cancellation date in the same
proportion as the amount of funding obligated for each ACRN with the same
cancellation date.
_____
(6) Line item
specific: proration. If there is more than one ACRN within a
contract line item, the payment office will make payment from each ACRN in the
same proportion as the amount of funding currently unliquidated for each
ACRN.
___X___
(7) Contract-wide:
sequential ACRN order. The payment office will make payment in
sequential ACRN order within the contract or order, exhausting all funds in the
previous ACRN before paying from the next ACRN using the following sequential
order: alpha/alpha; alpha/numeric; numeric/alpha; and
numeric/numeric.
_____
(8) Contract-wide:
contracting officer specified ACRN order The payment
office will make payment in sequential ACRN order within the contract or order,
exhausting all funds in the previous ACRN before paying from the next ACRN in
the sequence order specified by the contracting officer.
_____
(9) Contract-wide:
by fiscal year. The payment office will make payment using the
oldest fiscal year appropriations first, exhausting all funds in the previous
fiscal year before disbursing from the next fiscal year. In the event
there is more than one ACRN associated with the same fiscal year, the payment
amount shall be disbursed from each ACRN within a fiscal year in the same
proportion as the amount of funding obligated for each ACRN within the fiscal
year.
_____
(10) Contract-wide:
by cancellation date. The payment office will make payment
using the ACRN with the earliest cancellation date first, exhausting all funds
in that ACRN before disbursing funds from the next. In the event there is
more than one ACRN associated with the same cancellation date, the payment
amount shall be disbursed from each ACRN with the same cancellation date in the
same proportion as the amount of funding obligated for each ACRN with the same
cancellation date.
_____
(11) Contract-wide:
proration. The payment office will make payment from each ACRN within the
contract or order in the same proportion as the amount of funding currently
unliquidated for each ACRN.
_____
(12) Other. If none of
the standard payment instructions identified in paragraphs (d)(1) through (11)
of this section are appropriate, the contracting officer may insert other
payment instructions, provided the other payment instructions--
(i)
Provide a significantly better reflection of how funds will be expended in
support of contract performance; and
(ii)
Are agreed to by the payment office and the contract administration
office.
252.232-9007 PAYMENT
INFORMATION IN CENTRAL CONTRACTOR REGISTRATION (CCR)
DATABASE
This
contract contains FAR clause 52.204-7, Central Contractor
Registration. All contractors must be registered in the CCR database
prior to award, during performance, and through final payment of any contract,
except for awards to foreign vendors for work to be performed outside the United
States.
The
Contractor is responsible for the accuracy and completeness of the data within
the CCR, and for any liability resulting from the Government’s reliance on
inaccurate or incomplete data. In addition to the contractor's
requirement to confirm on an annual basis that its information in the CCR
database is accurate and complete, the contractor's information in the CCR
database must be updated whenever changes occur to the contractor's remit-to
data (e.g., account number, vendor name and address, etc.) and the paying office
notified of any changes. The contractor's failure to maintain
accurate information in the CCR database could result in payment delays for
which the Government shall not be liable.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
14
HDTRA1-08-C-0003
Page 15
of 28
(a) As
prescribed in DFARS clause 252.232-7003 Electronic Submission of Payment
Requests (Jan 2004), Contractors must submit payment requests in electronic
form. Paper copies will no longer be accepted or processed for
payment unless the conditions of DFARS clause 252.232-7003(c)
apply. To facilitate this electronic submission, the Defense Threat
Reduction Agency (DTRA) has implemented the DoD sanctioned Wide Area
Workflow-Receipt and Acceptance (WAWF-RA) for contractors to submit electronic
payment requests and receiving reports. The contractor shall submit
electronic payment requests and receiving reports via WAWF-RA. Vendors shall send an email
notification to the Contracting Officer Representative (COR), Program/Project
Manager or other government acceptance official identified in the contract by
clicking on the Send More Email Notification link upon submission of
an invoice/cost voucher in WAWF-RA. To access WAWF, go to
xxxxx://xxxx.xx.xxx//.
**
For questions, contact the DTRA WAWF Team at 000-000-0000 or xxxxxxxx@xxxx.xxx
**
(b)
Definitions:
Acceptor: Contracting
Officer’s Representative, Program/Project Manager, or other government
acceptance official as identified in the contract/order.
Pay
Official: Defense Finance and Accounting Service (DFAS)
payment office identified in the contract/order.
SHIP To/Service Acceptor
DoDAAC: Acceptor DoDAAC or DCMA DoDAAC (as specified in the
contract/order).
DCAA Auditor
DoDAAC: Needed when invoicing on cost-reimbursable
contracts. (Go to xxx.xxxx.xxx and click on “CONUS” under the Audit
Office Locator link. Enter your zip code of your company to locate
the DoDAAC of your DCAA Auditor Office.)
(c) WAWF
Contractor Input Information:
The
contractor shall use the following information in creating electronic payment
requests in WAWF:
Invoice
Type in WAWF:
If
billing for Cost Type/Reimbursable contracts (including T&M and LH), select
“Cost Voucher”
If
billing for Firm-Fixed Price Materials Only, select “Combo”
If
billing for Firm-Fixed Price Materials and Service, select “Combo”
If
billing for Firm-Fixed Price Services Only, select “2-n-1 (Services
Only)”
For WAWF Routing
Information, See Table Below:
Description
|
SF
26
|
SF
33
|
SF
1449
|
DD
1155
|
|||
Located
in Block/Section
|
|||||||
Contract
Number
|
2
|
2
|
2
|
1
|
|||
Delivery
Order
|
See
Individual Order
|
4
|
2
|
||||
CAGE
Code
|
7
|
15a
|
17a
|
9
|
|||
Pay
DoDAAC
|
12
|
25
|
18a
|
15
|
|||
Inspection
|
Section
E (except SF 1449, See Entitled):
INSPECTION
AND ACCEPTANCE
|
||||||
Acceptance
|
Section
E (except SF 1449, See Entitled):
INSPECTION
AND ACCEPTANCE
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
15
HDTRA1-08-C-0003
Page 16
of 28
Issue
Date
|
3
|
5
|
3
|
3
|
|||
Issue
By DoDAAC
|
5
|
7
|
9
|
6
|
|||
Admin
DoDAAC
|
6
|
24
|
16
|
7
|
|||
Ship
To / Service Acceptor DoDAAC
|
6
|
24
|
16
|
7
|
|||
Ship
to Extension
|
Do
Not Fill In
|
||||||
Services
or Supplies
|
Based
on majority of requirement as determined by monetary
value
|
||||||
Final
Invoice?
|
Do
not change “N” (no) to “Y” (yes) unless this is the last invoice and the
contract is ready for closeout.
|
(d) Final
Invoices/Vouchers -Final Payment shall be made in accordance with the
Federal Acquisition Regulation (FAR) 52.216-7, entitled “Allowable Cost and
Payment.”
Invoices -
Invoice 2-n-1
(Services Only) and Invoice and Receiving Report (Combo)
Select
the “Y”
selection from the “Final
Invoice?” drop-down box when submitting the final invoice for payment for
a contract. Upon successful submission of the final invoice, click on the Send More Email
Notifications link to send an additional email notification to the
Contracting Officer Representative (COR), Program/Project Manager or other
government acceptance official identified in the contract.
Cost Vouchers -
Once the final DCAA audit is complete for cost reimbursable contracts and
authorization is received to submit the final cost voucher, select the “Y”
selection from the “Final
Voucher” drop-down box when submitting the final cost voucher. Upon
successful submission of the final cost voucher, click on the Send More Email
Notifications link to send an additional email notification to the
following email address: xxxxxxxxxxxxxxxxx@xxxx.xxx
(e) WAWF
Training may be accessed online at xxxx://xxx.xxxxxxxxxxxx.xxx//. To
practice creating documents in WAWF, visit practice site at xxxxx://xxxxxxxxxxxx.xx.xxx//. General
DFAS information may be accessed using the DFAS website at xxxx://xxx.xxx.xxx/xxxx//. Payment
status information may be accessed using the myInvoice system at xxxxx://xxxxxxxxx.xxx.xxxx.xxx//
or by calling the DFAS Columbus helpdesk at 000-000-0000. (Select Option
1) Your contract number and shipment/invoice number will be required
to check status of your payment.
Note: For
specific invoice related inquiries email: xxxxxxxxxxxxx@xxxx.xxx. Vendors
shall forward any additional DTRA related WAWF questions to xxxxxxxx@xxxx.xxx.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
16
HDTRA1-08-C-0003
Page 17
of 28
PATENT
RIGHTS
RETENTION BY THE
CONTRACTOR
In
accordance with FAR 52.227-11 (f), reporting on utilization of subject
inventions:
The
Contractor agrees to submit, periodic reports annually on the utilization of a
subject invention or efforts at obtaining such utilization that are being made
by the Contractor or its licensees or assignees.
"PROHIBITION" - READ
FURTHER
252.235-9003
PROHIBITION OF USE OF LABORATORY ANIMALS (JULY 2006) (DTRA)
Notwithstanding
any other provisions contained in this award or incorporated by reference
herein, the recipient is expressly forbidden to use or subcontract for the use
of laboratory animals in any manner whatsoever without the express written
approval of the US Army Medical Research and Material Command, Animal Care and
Use Office. You will receive written approval to begin research under
the applicable protocol proposed for this award from the US Army Medical
Research and Material Command, Animal Care and Use Office under separate letter
to the recipient and Principal Investigator. A copy of this approval
will be provided to the Defense Threat Reduction Agency for the official
file. Non-compliance with any provision of this clause may result in
the termination of the award.
SPECIAL LICENSE
RIGHTS
(a) The
requirements of this clause will become operative only if the following 2
conditions are met: 1) within 3 months after
the end of this Contract, the Government provides in writing to the Contractor
its intention to enter into a contract or other funding agreement with the
Contractor and 2)
the Contractor elects not to pursue post-Phase 1 phases necessary for FDA
approval of a drug that is the subject of the research described in the
Statement of Work for treatment of one or more of the Select Agent clinical
indications specified in paragraph (g).
(b) If
both conditions of paragraph (a) are met, then the Contractor at no cost will
deliver to the Government copies of and grant the Government Government Purpose
Rights as defined in 252.227-7013, subject to the limitations set forth in
paragraph (d), in the technical data developed under this contract that is
necessary to pursue FDA approval for that drug for one or more of the Select
Agent clinical indications in paragraph (g). While not necessary to
pursue FDA approval, such technical data shall also include the Drug Master
file, right of reference documentation to all FDA submissions or other technical
data mutually agreed to by the parties.
(c) If
any dispute arises over whether the conditions in paragraphs (a) have been met,
the Government shall not provide any technical data under this section to any
third party until a final adjudication has been made of this issue in a federal
court of final jurisdiction. However, in any event, the Government
may provide such technical data to nongovernment support contractor personnel
identified in this contract.
(d) The
Government Purpose Rights of paragraph (b) shall be subject to the following
terms:
(1) For the technical data
described in paragraph (b) this clause (including previously-delivered technical
data necessary for FDA approval), Government will be granted Government purpose
rights for the sole purpose of developing, seeking FDA approval for, and
manufacturing, a drug that will be used for the Select Agent clinical
indications specified in paragraph (g) of this clause
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
17
HDTRA1-08-C-0003
Page 18
of 28
(2) The Contractor will retain its
rights to use all technical data for its own purposes.
(3) The Government may
disclose such technical data developed under this Contract to a third party only
under the following conditions:
(i) The Government may not provide such
technical data to third parties unless the intended recipient completes and
signs the use and non-disclosure agreement at paragraph (c) of DFARS 227.7103-7
or is subject to the clause at DFARS 252.227-7025 prior to release or disclosure
of such technical data
(ii) Such technical data
shall only be disclosed to and used by such third party for the exclusive
purpose of seeking FDA approval and subsequent production of a drug that will be
used solely for the Select Agent indications specified in paragraph (g) and such
third party shall not further disclose to or authorize use of such technical
data by any other third party unless prior to disclosure such third party is
subject to the use and non-disclosure agreement at paragraph (c) of DFARS
227.7103-7 or is subject to the clause at DFARS 252.227-7025.
(iii) The Government will
notify the Contractor of the disclosure of such data to a third party and
provide a copy of the nondisclosure agreement or confirmation that the third
party is subject to the clause at 252.227-7025 to the Contractor upon
request.
(e) If
the conditions of paragraph (a) of this clause are met, the Contractor agrees to
negotiate in good faith with the Government and/or third parties any additional
intellectual property licenses that are necessary for the Government’s continued
development, FDA approval and production of drugs with the Select Agent clinical
indications set forth in paragraph (g), upon terms that are reasonable under the
circumstances, to the extent that the Contractor owns or is authorized to
sublicense the intellectual property for the Government purposes specified in
the above paragraphs. This obligation does not apply to “subject
inventions” where the Government already possesses license rights in accordance
with 35 U.S.C. 200 et seq.
(f) The
parties agree that the duration of the Government purpose rights period for the
technical data subject to this clause shall be indefinite.
(g) Select
Agent clinical indications (available at
xxxx://xxx.xx.xxx.xxx/xxxxx/xxxxxxxxx-xxxxxxxx.xxx#x):
CDC Category A and Category B
pathogens.
CLAUSES
INCORPORATED BY FULL TEXT
252.201-9003 LIMITATION
OF AUTHORITY
No person
in the Government, other than a Contracting Officer, has the authority to
provide direction to the Contractor, which alters the Contractor’s obligations
or changes this contract in any way. If any person representing the
Government, other than a Contracting Officer, attempts to alter contract
obligations, change the contract specifications/statement of work or tells the
contractor to perform some effort which the Contractor believes to be outside
the scope of this contract, the Contractor shall immediately notify the
Procuring Contracting Officer (PCO). Contractor personnel shall not
comply with any order or direction which they believe to be outside the scope of
this contract unless the order or direction is issued by a Contracting
Officer.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
18
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Page 19
of 28
252.203-9004
ETIOLOGIC AGENTS—BIOLOGICAL DEFENSE RESEARCH PROGRAM (FEB 2008)
a.
|
For
purpose of this contract etiologic agent--biological defense program is
defined as: any viable microorganism, or its toxin which causes or may
cause human disease, including those agents listed in 42 CFR 73, 9 CFR
121, and 7 CFR 331, of the Department of Health and Human Services and
Department of Agriculture regulations, respectively, and any agent of
biological origin that poses a degree of hazard to those agents and is
further identified by the US Army. The contractor shall comply
with the following when working with etiologic
agents:
|
(1)
|
29
Code of Federal Regulations 1910, Occupational Health and
Safety;
|
(2)
|
US
Department of Health and Human Services (DHHS) and US Department of
Agriculture, Select Agent Program(s), 42 CFR 73, 9 CFR 121, and
7 CFR 331; and
|
(3)
|
DHHS
Publication No. 93-8395, Biosafety in Microbiological and Biomedical
Laboratories, latest edition.
|
b.
|
Etiologic
agents shall be packaged, labeled, shipped, and transported in accordance
with applicable Federal, State, and local laws and regulations, to
include:
|
(1)
|
42
CFR 72 (Interstate Shipment of Etiologic
Agents);
|
(2)
|
49
CFR 172 and 173 (Department of
Transportation);
|
(3)
|
9
CFR 122 (USDA Restricted Animal
Pathogens);
|
(4)
|
International
Air Transport Association Dangerous Goods
Regulations;
|
(5)
|
The
United States Postal Service shall not be used for transportation of BDRP
related etiologic agents; and
|
(6)
|
If
performance is outside of the United States, any additional procedures
required by the nation where the work is to be
performed.
|
252.209-9002 NON-GOVERNMENT
SUPPORT PERSONNEL (JAN 2008)
The
following companies may have access to contractor information, technical data or
computer software that may be marked as proprietary or otherwise marked with
restrictive legends: Suntiva LLC (Formerly C-Systems International
Corporation)(contract specialist support); Goldbelt Raven LLC (Advisory and
Assistance Services ); Systems Research and Analysis (SRA, managing JPRAS)and
The Tauri Group (Advisory and Assistance Services). Each contract
contains organizational conflict of interest provisions and/or includes
contractual requirements for non-disclosure of proprietary contractor
information or data/software marked with restrictive legends. The
contractor, by submitting a proposal or entering into this contract, is deemed
to have consented to the disclosure of its information to Suntiva LLC; Goldbelt
Raven LLC, SRA and The Tauri Group under the conditions and limitations
described herein.
252.215-9004 KEY
PERSONNEL (FEB 2000)
The
personnel listed below are considered essential to the work being performed
hereunder. Prior to removing, replacing, or diverting any of the
specified individuals, the Contractor shall notify the Contracting Officer
reasonably in advance and shall submit justification (including proposed
substitutions) in sufficient detail to permit evaluation of the impact on this
Contract. No deviation shall be made by the Contractor without the
prior written consent of the Contracting Officer; provided, that the Contracting
Officer may ratify in writing the change, such ratification shall constitute the
consent of the Contracting Officer required by this paragraph. The
personnel listed below may, with the consent of the contracting parties, be
amended from time to time during the course of the Contract to either add or
delete personnel as appropriate.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
19
HDTRA1-08-C-0003
Page 20
of 28
Principal Investigator
252.223-9002 PROTECTION OF HUMAN SUBJECTS (APR 2005)
All
research under this contract involving human subjects must be conducted in
accordance with 32 CFR 219, 10 USC 980, and DoDD 3216.2, as well as other
applicable federal and state regulations. Contractors must be
cognizant of and abide by the additional restrictions and limitations imposed on
the DoD regarding research involving human subjects, specifically as regards
vulnerable populations (32 CFR 219 modifications to subparts B-D of 45 CFR 46),
recruitment of military research subjects (32 CFR 219), and surrogate consent
(10 USC 980). Defense Threat Reduction Agency (DTRA) Directive
3216.01 establishes the DTRA Human Subjects Protection Program, sets forth the
policies, defines the applicable terms, and delineates the procedures necessary
to ensure DTRA compliance with federal and DoD regulations and legislation
governing human subject research. The regulations mandate that all
DoD activities, components, and agencies protect the rights and welfare of human
subjects of study in DoD-supported research, development, test and evaluation,
and related activities hereafter referred to as “research”. The
requirement to comply with the regulations applies to new starts and to
continuing research.
The DTRA
directive requires that research using human subjects may not begin or continue
until the Defense Threat Reduction Agency’s Human Research Oversight Board
(HROB) has reviewed and approved the proposed protocol. Contractors
and subcontractors are required to submit a valid federal assurance for their
organization (institution, laboratory, facility) that has been issued by either
DoD or the Department of Health and Human Services, and documentation of review
of proposed protocols by the local Institutional Review Board (IRB) to include
consent forms for any planned research using human subjects to the DTRA HROB for
its review through the contracting officer’s representative (if assigned) or the
contracting officer. The HROB review is separate from, and in
addition to, local IRB review.
Written
approval to begin research or subcontract for the use of human subjects under
the proposed protocol will be provided in writing from the DTRA HROB, through
the contracting officer. A copy of this approval shall be maintained
by both the contractor and the government. Any proposed modifications
or amendments to the approved protocol or consent forms must be submitted to the
local IRB and the DTRA HROB for review and approval. Examples of
modifications/amendments to the protocol include but are not limited
to:
1)
|
a
change of the Principal
Investigator
|
2)
|
changes
in duration or intensity of exposure to some stimulus or
agent
|
3)
|
changes
in the information requested of volunteers, or changes to the use of
specimens or data collected
|
4)
|
changes
in perceived or measured risks or benefits to volunteers that require
changes to the study
|
Research
pursuant to such modifications or amendments shall not be initiated without IRB
and HROB approval except when necessary to eliminate apparent and immediate
hazards to the subject(s).
Research
projects lasting more than one year require IRB review at least annually, or
more frequently as required by the responsible IRB. HROB review and
approval is required annually. The contractor or subcontractor must
provide documentation of continued IRB review of protocols for HROB review and
approval in accordance with the Contract Data Requirements
List. Research must not continue without renewed HROB approval unless
necessary to eliminate apparent and immediate hazards to the
subject(s).
Non-compliance
with any provision of this clause may result in withholding of payments under
the contract pursuant to the contract’s payments clause(s) and/or contract
termination pursuant to the contract’s termination clause(s). The
government shall not be responsible for any costs incurred for research
involving human subjects prior to protocol approval by the HROB.
(End of
Clause)
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
20
HDTRA1-08-C-0003
Page 21
of 28
252.227-9000 COMPUTER
CODE DEVELOPMENT (OCT 1998)
Computer
code development (the writing of a new computer program or the enhancement of an
existing program to expand its capabilities) even if not explicitly specified in
the Tasks of the SOW, shall be accompanied by a report which will be a brief
summary describing the software, associated machine requirements and development
and documentation status of each Computer Code for DTRA to determine the
applicability of the Computer program to specific research
programs.
252.235-9000 SOURCES
OF INFORMATION (JULY 2000)
a. The
results of the research to be delivered to the Government under this Contract
shall embody the most recent reliable information in the field which is
available to the Contractor from private and governmental sources, and the
Contractor agrees to utilize all sources of such information available to
it. In this connection, information in this field which is in the
control of DTRA shall, with the consent of the Contracting Officer's
Representative (COR) and under such safeguards and procedures as he/she may
prescribe, be made available to the Contractor on
request. Additionally, the Contractor is encouraged to make use of
the resources available through the Defense Threat Reduction Information
Analysis Center (DTRIAC), 0000 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx XXX, Xxx
Xxxxxx 00000.
b. Reasonable
assistance in obtaining access to information, or in obtaining permission to use
Government or private facilities, will be given to the Contractor by
DTRA. Specifically, the Contractor must register with the Defense
Technical Information Center, ATTN: DTIC, 0000 Xxxx X. Xxxxxxx Xxxx,
Xxxxx 0000, Xxxx Xxxxxxx, XX 00000-0000, in accordance with Defense
Logistics Agency (DLA) Regulation 4185.10, Certification and Registration for
Access to DoD Defense Technical Information. DD Form 1540, the
registration form, shall be forwarded to the DTRA Contracting Officer for
approval (DFARS 35.010(b)).
(End
of clause)
252.247-9000
GOVERNMENT CONTRACTOR TRAVEL (JUL 2007)
The Joint
Travel Regulation (JTR), Appendix E, Part I.A.1.b., states invitational travel
applies to individuals acting in a capacity that is related directly to, or in
connection with, official DOD activities; however, this does not include a
contractor’s employee traveling in the performance of the
contract. Appendix E, Part I.B.4. RESTRICTIONS, further
states invitational travel must not be authorized for
contractors. Appendix E, Part III states neither the JFTR nor the JTR
may be used as official contractor travel regulations as they apply to uniformed
personnel and Defense Department civilian employees and contain provisions, the
use of which is illegal by contractors. The JTR can be viewed at
xxxxx://xxxxxxxxx0.xxxx.xxxxxxxx.xxx/xxxxxxx
Discounts
may be obtained for some travel related services (identified below); however,
commercial vendors are
under no obligation to extend Government rates for the Government’s
travel and transportation programs to contractors working on behalf of the
Federal Government. Contractors must contact their Contracting
Officer Representative (COR) to obtain a Government Contractor Official Travel
Letter of Identification, signed by the authorizing Contracting
Officer.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
21
HDTRA1-08-C-0003
Page 22
of 28
Contract City-Pair Air
Passenger Transportation Program and Other Government
Fares. Use of GSA contract city-pair air passenger fares is
governed by GSA’s contracts with the airlines and by the Defense Transportation
Regulation (DOD 4500.9-R), Part I, Chapter 103. Use of other airfares
reserved for Government employees on official business is governed by the
airline fare structure and rules. Government contractors are not
eligible to participate in the GSA city-pairs program for air passenger
transportation services as of October 1, 1998.
Rail
Service. Commercial passenger rail vendors may voluntarily
offer discount rates to contractors traveling who are on official Government
business at the vendor’s discretion.
Lodging
Programs. GSA and Services’ lodging programs may voluntarily
offer discount rates to contractors who are on official Government business at
the vendor’s discretion.
Car Rental
Program. Military Surface Deployment and Distribution Command
(SDDC) negotiates special rate agreements with car rental companies available to
all Government employees and uniformed personnel while traveling on official
Government business. Some commercial car rental companies may
voluntarily offer similar discount rates to Government contractors at the
vendor's discretion.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
22
HDTRA1-08-C-0003
Page 23
of 28
CLAUSES
INCORPORATED BY REFERENCE
52.202-1
|
Definitions
|
JUL
2004
|
|
52.203-3
|
Gratuities
|
APR
1984
|
|
52.203-5
|
Covenant
Against Contingent Fees
|
APR
1984
|
|
52.203-7
|
Anti-Kickback
Procedures
|
JUL
1995
|
|
52.203-8
|
Cancellation,
Rescission, and Recovery of Funds for Illegal or Improper
Activity
|
JAN
1997
|
|
52.203-10
|
Price
Or Fee Adjustment For Illegal Or Improper Activity
|
JAN
1997
|
|
52.203-12
|
Limitation
On Payments To Influence Certain Federal Transactions
|
SEP
2005
|
|
52.203-13
|
Contractor
Code of Business Ethics and Conduct
|
DEC
2007
|
|
52.204-4
|
Printed
or Copied Double-Sided on Recycled Paper
|
AUG
2000
|
|
52.204-7
|
Central
Contractor Registration
|
JUL
2006
|
|
52.209-6
|
Protecting
the Government's Interest When Subcontracting With Contractors Debarred,
Suspended, or Proposed for Debarment
|
SEP
2006
|
|
52.215-2
|
Audit
and Records--Negotiation
|
JUN
1999
|
|
52.215-8
|
Order
of Precedence--Uniform Contract Format
|
OCT
1997
|
|
52.215-10
|
Price
Reduction for Defective Cost or Pricing Data
|
OCT
1997
|
|
52.215-15
|
Pension
Adjustments and Asset Reversions
|
OCT
2004
|
|
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
|
|
52.216-7
|
Allowable
Cost And Payment
|
DEC
2002
|
|
52.216-8
|
Fixed
Fee
|
MAR
1997
|
|
52.219-8
|
Utilization
of Small Business Concerns
|
MAY
2004
|
|
52.222-2
|
Payment
For Overtime Premiums
|
JUL
1990
|
|
52.222-3
|
Convict
Labor
|
JUN
2003
|
|
52.222-21
|
Prohibition
Of Segregated Facilities
|
FEB
1999
|
|
52.222-26
|
Equal
Opportunity
|
MAR
2007
|
|
52.222-35
|
Equal
Opportunity For Special Disabled Veterans, Veterans of the Vietnam Era,
and Other Eligible Veterans
|
SEP
2006
|
|
52.222-36
|
Affirmative
Action For Workers With Disabilities
|
JUN
1998
|
|
52.222-37
|
Employment
Reports On Special Disabled Veterans, Veterans Of The Vietnam Era, and
Other Eligible Veterans
|
SEP
2006
|
|
52.222-39
|
Notification
of Employee Rights Concerning Payment of Union Dues or
Fees
|
DEC
2004
|
|
52.222-50
|
Combating
Trafficking in Persons
|
AUG
2007
|
|
52.223-6
|
Drug-Free
Workplace
|
MAY
2001
|
|
52.223-14
|
Toxic
Chemical Release Reporting
|
AUG
2003
|
|
52.225-13
|
Restrictions
on Certain Foreign Purchases
|
FEB
2006
|
|
52.227-1
Alt I
|
Authorization
And Consent (Jul 1995) - Alternate I
|
APR
1984
|
|
52.227-2
|
Notice
And Assistance Regarding Patent And Copyright Infringement
|
AUG
1996
|
|
52.227-11
|
Patent
Rights--Ownership By The Contractor
|
DEC
2007
|
|
52.228-7
|
Insurance--Liability
To Third Persons
|
MAR
1996
|
|
52.232-9
|
Limitation
On Withholding Of Payments
|
APR
1984
|
|
52.232-17
|
Interest
|
JUN
1996
|
|
52.232-20
|
Limitation
Of Cost
|
APR
1984
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
23
HDTRA1-08-C-0003
Page 24
of 28
52.232-22
|
Limitation
Of Funds
|
APR
1984
|
|
52.232-23
Alt I
|
Assignment
of Claims (Jan 1986) - Alternate I
|
APR
1984
|
|
52.232-25
Alt I
|
Prompt
Payment (Oct 2003) Alternate I
|
FEB
2002
|
|
52.232-33
|
Payment
by Electronic Funds Transfer--Central Contractor
Registration
|
OCT
2003
|
|
52.233-1
Alt I
|
Disputes
(Jul 2002) - Alternate I
|
DEC
1991
|
|
52.233-3
Alt I
|
Protest
After Award (Aug 1996) - Alternate I
|
JUN
1985
|
|
52.233-4
|
Applicable
Law for Breach of Contract Claim
|
OCT
2004
|
|
52.242-1
|
Notice
of Intent to Disallow Costs
|
APR
1984
|
|
52.242-3
|
Penalties
for Unallowable Costs
|
MAY
2001
|
|
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
|
|
52.245-1
|
Government
Property
|
JUN
2007
|
|
52.245-9
|
Use
And Charges
|
JUN
2007
|
|
52.246-9
|
Inspection
Of Research And Development (Short Form)
|
APR
1984
|
|
52.246-25
|
Limitation
Of Liability--Services
|
FEB
1997
|
|
52.249-6
|
Termination
(Cost Reimbursement)
|
MAY
2004
|
|
52.251-1
|
Government
Supply Sources
|
APR
1984
|
|
52.253-1
|
Computer
Generated Forms
|
JAN
1991
|
|
252.203-7001
|
Prohibition
On Persons Convicted of Fraud or Other Defense-Contract-Related
Felonies
|
DEC
2004
|
|
252.204-7000
|
Disclosure
Of Information
|
DEC
1991
|
|
252.204-7003
|
Control
Of Government Personnel Work Product
|
APR
1992
|
|
252.204-7004
Alt A
|
Central
Contractor Registration (52.204-7) Alternate A
|
NOV
2003
|
|
252.205-7000
|
Provision
Of Information To Cooperative Agreement Holders
|
DEC
1991
|
|
252.209-7004
|
Subcontracting
With Firms That Are Owned or Controlled By The Government of a Terrorist
Country
|
DEC
2006
|
|
252.215-7000
|
Pricing
Adjustments
|
DEC
1991
|
|
252.215-7002
|
Cost
Estimating System Requirements
|
DEC
2006
|
|
252.215-7004
|
Excessive
Pass-Through Charges
|
APR
2007
|
|
252.225-7004
|
Report
of Contract Performance Outside the United States and Canada--Submission
after Award
|
MAY
2007
|
|
252.225-7006
|
Quarterly
Reporting of Actual Contract Performance Outside the United
States
|
MAY
2007
|
|
252.225-7012
|
Preference
For Certain Domestic Commodities
|
JAN
2007
|
|
252.226-7001
|
Utilization
of Indian Organizations and Indian-Owned Economic Enterprises, and Native
Hawaiian Small Business Concerns
|
SEP
2004
|
|
252.227-7013
|
Rights
in Technical Data--Noncommercial Items
|
NOV
1995
|
|
252.227-7016
|
Rights
in Bid or Proposal Information
|
JUN
1995
|
|
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
|
SEP
1999
|
|
252.227-7039
|
Patents--Reporting
Of Subject Inventions
|
APR
1990
|
|
252.231-7000
|
Supplemental
Cost Principles
|
DEC
1991
|
|
252.232-7003
|
Electronic
Submission of Payment Requests
|
MAR
2007
|
|
252.232-7010
|
Levies
on Contract Payments
|
DEC
2006
|
|
252.235-7002
|
Animal
Welfare
|
DEC
1991
|
|
252.235-7010
|
Acknowledgment
of Support and Disclaimer
|
MAY
1995
|
|
252.235-7011
|
Final
Scientific or Technical Report
|
NOV
2004
|
|
252.243-7002
|
Requests
for Equitable Adjustment
|
MAR
1998
|
|
252.244-7000
|
Subcontracts
for Commercial Items and Commercial Components (DoD
Contracts)
|
JAN
2007
|
|
252.247-7023
|
Transportation
of Supplies by Sea
|
MAY
2002
|
|
252.247-7024
|
Notification
Of Transportation Of Supplies By Sea
|
MAR
2000
|
|
252.251-7000
|
Ordering
From Government Supply Sources
|
NOV
2004
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
24
HDTRA1-08-C-0003
Page 25
of 28
CLAUSES
INCORPORATED BY FULL TEXT
52.217-9 OPTION
TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)
(a) The
Government may extend the term of this contract by written notice to the
Contractor on or before the expiration of the contract basic
period. The Government will give the Contractor a preliminary written
notice of its intent to extend at least 30 days before the contract(and any
exercised option) expires. The preliminary notice does not commit the Government
to an extension.
(b) If
the Government exercises this option, the extended contract shall be considered
to include this option clause.
(c) The
total duration of this contract, including the exercise of any options under
this clause, shall not exceed 5 Years.
(End of
clause)
52.249-14 EXCUSABLE
DELAYS (APR 1984)
(a)
Except for defaults of subcontractors at any tier, the Contractor shall not be
in default because of any failure to perform this contract under its terms if
the failure arises from causes beyond the control and without the fault or
negligence of the Contractor. Examples of these causes are (1) acts of God or of
the public enemy, (2) acts of the Government in either its sovereign or
contractual capacity, (3) fires, (4) floods, (5) epidemics, (6) quarantine
restrictions, (7) strikes, (8) freight embargoes, and (9) unusually severe
weather. In each instance, the failure to perform must be beyond the control and
without the fault or negligence of the Contractor. "Default" includes failure to
make progress in the work so as to endanger performance.
(b) If
the failure to perform is caused by the failure of a subcontractor at any tier
to perform or make progress, and if the cause of the failure was beyond the
control of both the Contractor and subcontractor, and without the fault or
negligence of either, the Contractor shall not be deemed to be in default,
unless--
(1) The
subcontracted supplies or services were obtainable from other
sources;
(2) The
Contracting Officer ordered the Contractor in writing to purchase these supplies
or services from the other source; and
(3) The
Contractor failed to comply reasonably with this order.
(c) Upon
request of the Contractor, the Contracting Officer shall ascertain the facts and
extent of the failure. If the Contracting Officer determines that any failure to
perform results from one or more of the causes above, the delivery schedule
shall be revised, subject to the rights of the Government under the termination
clause of this contract.
(End of
clause)
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
25
HDTRA1-08-C-0003
Page 26
of 28
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 address:
xxxx://xxxxxxx.xxxx.xx.xxx/
(End of
clause)
252.242-9000 CONTRACTOR
PERFORMANCE ASSESSMENT REPORTING SYSTEM (CPARS) (NOV 2002)
1. As
required by FAR Parts 42 and 15, and DTRA policy for the Contractor Performance
Assessment Reporting System (CPARS) and Past Performance Information Retrieval
System (PPIRS), formerly known as PPAIS, effective July, 2001, the Government
shall complete a CPAR each year of the period of performance of this
contract. The contractor will have an opportunity to provide their
comments in each CPAR before it is completed. In accordance with DTRA
CPARS policy the completed CPARs will be entered into PPIRS, a retrieval system
for Government source selection teams to access the CPARs of contractor's
performance. The DTRA CPARS and PPIRS policy includes an explanation
of the process and procedures that will be utilized under this
contract. A copy is available for contractor reference via the
DTRAlink (xxx.xxxx.xxx) by accessing Acquisition, Doing Business With
Us.
2. The
CPARs shall occur annually in accordance with the schedule established
below:
(i) Initial
CPAR: 12 months after contract start date (date performance
begins) TBD (by PCO)
(ii)
Interim CPAR(s) will be performed annually on the anniversary of the contract
start date according to the following schedule: TBD (by
PCO)
(iii) A
Final CPAR will be completed upon contract termination, transfer of program
management/contract management responsibility outside of DTRA, the delivery of
the final end item on contract and/or the completion of the performance
period.
(iv) An
Out-of-Cycle CPAR may be required when there is a significant change in
performance that alters the assessment in one or more evaluation
area(s). An Out-of-Cycle CPAR is optional and shall be processed in
accordance with DTRA CPARS policy referenced in paragraph 1. above.
3. Each
CPAR shall only cover the period elapsing from the last annual
CPAR. The final CPAR shall not be used to summarize or "roll-up" the
contractor's performance under the entire contract. Each annual CPAR
and the final CPAR together will comprise a total picture of contractor
performance.
4. At
the request of the Government, a verbal, informal review of the Contractor’s
performance may be held 3-6 months before the completion of the Interim or Final
Evaluation periods. This review entails discussing any problems
or areas of concern regarding the Contractor’s performance to
date. No written evaluation form or other formal documentation is
required for this evaluation. It may be conducted with the Contractor
by telephone, teleconference or face-to-face. This is designed to
offer the Contractor an opportunity to correct known deficiencies or weaknesses
prior to the formal written evaluation.
5. As
set forth in DTRA CPARS policy, any disagreements between the Contractor and the
Program Manager regarding the CPAR(s) that cannot be resolved shall be reviewed
by the designated Reviewing Official prior to completion of the
CPAR.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
26
HDTRA1-08-C-0003
Page 27
of 28
6. Special Requirements for
Indefinite Delivery Contracts (IDIQ and Requirements type), CPARs shall be
processed (select one)
____ for
all existing orders (combined) at the time the CPAR is processed
____ on
an order-by-order basis
____ on a
grouped order basis
7. The
policy and procedures set forth in this clause and DTRA CPARS policy are not
subject to "Disputes" as described in FAR Part 33.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
27
HDTRA1-08-C-0003
Page 28
of 28
ATTACHMENTS/EXHIBITS
DOCUMENT TYPE
|
DESCRIPTION
|
PAGES
|
DATE
|
Attachment
1
|
Statement
of Work – "Biological Advanced Development."
|
6
|
April
30, 2008
|
Exhibit
A
|
CDRL
and Instructions
|
6
|
March
13, 2008
|
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
28
HDTRA1-08-C-0003
Attachment
Number 1
STATEMENT
OF WORK
Biological
Advanced Development
April
30, 2008
[*]
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has been
filed separately with the Securities and Exchange
Commission.
29
Exhibit
A
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
30
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
31
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
32
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
33
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
34
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
35
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
36
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange
Commission.
[ * ] The
following portion has been omitted pursuant to a Confidential Treatment
Request under Rule 24b-2 of the Securities Exchange Act of 1934 and has
been filed separately with the Securities and Exchange Commission.
37