|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0001
|
2,558,261
|
Dollars,
U.S.
|
$1.00
|
$2,558,261.00
EST
|
|
|
BASE
EFFORT - UIS PROTOTYPE
FFP
The
contractor, Coda Octopus, Inc., shall develop, build and deliver
three (3)
complete prototype Underwater Inspection Systems (UISs) as per
U.S. Coast
Guard requirements and in accordance with the Statement of Work
dated 14
June 2007 and IAW with their proposal (Tasks 1 through 14) dated
15 June
2007.
Period
of Performance: Date of Award 02 July 2007 through to 01 January
2008 NTE:
6 Months
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
|||||
|
NET
AMT
|
$2,558,261.00
(EST.)
|
||||
|
ACRN
AA
CIN:
0001
|
$2,558,261.00
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0002
|
Dollars,
U.S.
|
||||
|
TRAVEL
EXPENSES
COST
The
contractor, Coda Octopus, Inc. shall separate travel expenditures
from
CLIN 0001 and bill under CLIN 0002 actual expenses in accordance
with the
JTR.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
|||||
|
ESTIMATED
COST
|
$39,149.00
|
||||
|
ACRN
AA
CIN:
0002
|
$39,149.00
|
||||
Page
2 of
37
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0003
|
634,065
|
Dollars,
U.S.
|
$1.00
|
$634,065.00
EST
|
|
|
OPTION
|
OPTION
1: RANGE RESOLUTION ENHANCEMENT
FFP
If
and when this option is executed, the contractor, Coda Octopus,
Inc.,
shall develop core beam forming hardware and FPGA technology to
improve
the current 3 or 4cm range resolution to 1 or 2cm, and increase
target
detection of objects on harbor walls and other close range
applications.
Period
of Performance: NTE 6 months from execution of option.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
||||
|
NET
AMT
|
$634,065.00
(EST.)
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0004
|
Dollars,
U.S.
|
||||
|
OPTION
|
TRAVEL
EXPENSES
COST
The
contractor, Coda Octopus, Inc. shall separate travel expenditures
and bill
under this CLIN for actual expenses in accordance with the
JTR.
FOB:
Destination
|
||||
|
ESTIMATED
COST
|
$10,000.00
|
||||
Page
3 of
37
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0005
|
378,084
|
Dollars,
U.S.
|
$1.00
|
$378,084.00
EST
|
|
|
OPTION
|
OPTION
2: INCREASE ECHOSCOPE FREQUENCY
FFP
If
and when this option is executed, the contractor, Coda Octopus,
Inc.,
shall develop new transducer and channel board hardware to allow
operation
at higher frequencies (up to 500KHz). Given the modular design
of the
Echoscope, it would then be feasible to allow dual transducers
to be
mounted simultaneously and provide multiple target returns at different
frequencies (375KHz and 500KHz). Increasing the frequency of operation
to
500KHz would also increase the resolution of the data and reduce
the
volume to approximately 25 x 25deg - effectively doubling the lateral
resolution.
Period
of Performance: NTE 6 months from execution of option.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
||||
|
NET
AMT
|
$378,084.00
(EST.)
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0006
|
Dollars,
U.S.
|
||||
|
OPTION
|
TRAVEL
EXPENSES
COST
The
contractor, Coda Octopus, Inc. shall separate travel expenditures
and bill
under this CLIN for actual expenses in accordance with the
JTR.
FOB:
Destination
|
||||
|
ESTIMATED
COST
|
$10,000.00
|
||||
Page
4 of
37
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0007
|
1,122,948
|
Dollars,
U.S.
|
$1.00
|
$1,122,948.00
EST
|
|
|
OPTION
|
OPTION
3: AUTOMATED CHANGE DETECTION
FFP
If
and when this option is executed, the contractor, Coda Octopus,
Inc.,
shall develop Automated Change Detection algorithms for on-line
detection
and post-processing analysis of captured Echoscope data. The data
post-mission would reside on a large-scale SQL database allow several
over-time analysis to be generated as well as know-good baseline
surveys
for real time analysis. Algorithm would be backwards compatible
with
existing UIS systems to enable all users to add this additional
software
capability on a per license basis.
Period
of Performance: NTE 18 months from execution of option.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
||||
|
NET
AMT
|
$1,122,948.00
(EST.)
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0008
|
Dollars,
U.S.
|
||||
|
OPTION
|
TRAVEL
EXPENSES
COST
The
contractor, Coda Octopus, Inc. shall separate travel expenditures
and bill
under this CLIN for actual expenses in accordance with the
JTR.
FOB:
Destination
|
||||
|
ESTIMATED
COST
|
$30,000.00
|
||||
Page
5 of
37
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0009
|
7
|
Each
|
$470,250.00
|
$3,291,750.00
EST
|
|
|
OPTION
|
OPTION
4: ADVANCED PROTOTYPE UIS SYSTEM
FFP
If
and when this option is executed, the contractor, Coda Octopus,
Inc.,
shall build up to seven (7) additional UIS Systems to agreed USCG
specifications.
Period
of Performance: NTE 6 months from execution of option.
NOTE:
It is estimated that delivery time from date or order for each
UIS will be
3 months. CodaOctopus will be able to build up to seven (7) further
UIS
Systems and can deliver together if required within 3-4 months
from date
of order. Delivery time will be similar regardless of whether one
(1)
additional UIS System of the seven (7) additional UIS Systems is
ordered.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
||||
|
NET
AMT
|
$3,291,750.00
(EST.)
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0010
|
247,434
|
Dollars,
U.S.
|
$1.00
|
$247,434.00
EST
|
|
|
OPTION
|
OPTION
5: DEVELOPMENT OF ONE PIECE F190
FFP
If
and when this option is executed, the contractor, Coda Octopus,
Inc.,
shall develop a one piece F190 Inertial Attitude and Positioning
System to
replace standard two piece system used in UIS. It is estimated
that this
will assist in rapid deployment and calibration of the UIS systems
further
enhancing the systems operability.
Period
of Performance: NTE 6 months from execution of option.
FOB:
Destination
PURCHASE
REQUEST NUMBER: WITSWG71155207
|
||||
|
NET
AMT
|
$247,434.00
(EST.)
|
||||
Page
6 of
37
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
0011
|
Dollars,
U.S.
|
||||
|
OPTION
|
TRAVEL
EXPENSES
COST
The
contractor, Coda Octopus, Inc. shall separate travel expenditures
and bill
under this CLIN for actual expenses in accordance with the
JTR.
FOB:
Destination
|
||||
|
ESTIMATED
COST
|
|
||||
|
ITEM
NO
|
SUPPLIES/SERVICES
|
QUANTITY
|
UNIT
|
UNIT
PRICE
|
AMOUNT
|
|
|
|||||
|
NET
AMT
|
|||||
Page
7 of
37
FOR
UNDERWATER
INSPECTION SYSTEM
14
June 2007
1.0
Scope. This
Scope of Work (SOW) sets forth the specific activities and tasks together
with
the expected deliverables to U. S. Coast Guard (USCG) Research & Development
Center (RDC) for a mobile, rapidly deployable capability to surveil and detect
subsurface threats in real time that is transferable and capable of rapid
installation on USCG small boats. In additional, several operational efforts
are
included to further advance the technology.
1.1 Background.
USCG RDC
has identified a number of requirements listed below that are believed to
be
generic to any agency with similar needs. Any system developed should fulfill
these requirements. The RDC has conducted independent sonar evaluation trials
that have compared the different sonar technologies available on the
marketplace. Based on the initial feedback from these trials the RDC has
identified 3D real time sonar as having the highest potential to fulfill
the
requirements within the port and harbor security sector.
1.2 Applicability.
Coda
Octopus manufacture the only product that exists today that is capable of
producing 3D underwater imagery in real time and have worked indirectly with
the
USCG RDC over the last 3 years in developing the concept for a mobile and
rapidly deployable underwater inspection capability. The EchoscopeTM
Real
Time 3D Sonar is a unique and patented technology that will form the core
of any
system developed. The CodaOctopus Underwater Inspection SystemTM
(UIS)
concept integrates the Echoscope with other commercially available sensors
designed for integration on a small vessel. An integrated systems approach
is
necessary to fulfill the USCG requirements and Coda Octopus is uniquely placed
to develop and supply these systems. This project is a follow on to the efforts
that have been independent to date. It is anticipated that there is opportunity
for further follow on work to further enhance US government agency
capabilities.
2.0
APPLICABLE DOCUMENTS
| o |
USCG
Document G-3RPDs draft concept of
operations.
|
3.0
REQUIREMENTS
3.1
General
Requirements. Develop
and build three (3) UISs with training schedule, full system manuals and
a
guarantee as discussed below.
3.2
Technical
Objectives and Goals.
The
prototype systems developed will be capable of the following:
| a. |
Provide
the USCG with the availability of the capability to rapidly conduct
searches for threats and parasitic attachments below the surface
in
low-visibility subsurface conditions.
|
| b. |
Independent
of ambient light (night operations).
|
| c. |
Usable
on Coast Guard small boats at 3 to 5 knots to cover 18,000 to 30,000
linear feet of bulkhead per hour.
|
| d. |
Capable
of guaranteeing 100% inspection coverage.
|
| e. |
Usable
with minimal risk to Coast Guard personnel and
assets.
|
| f. |
Intuitive
user display (no specialty skills/rating
required).
|
| g. |
Minimizes
required specialty operator skills.
|
| h. |
Capable
of being used effectively during a National Security
Event.
|
| i. |
Compatible
with current Coast Guard security
operations.
|
| j. |
Weather
effect limitations are minimized
(wind/waves/ice).
|
| k. |
Effects
of current are minimized.
|
| l. |
Field
of view is maximized.
|
| m. |
Can
be used in navigationally restricted
environments.
|
| n. |
Document
area coverage for subsequent review and
comparison.
|
Page
8 of
37
3.3
Specific
Requirements and Deliverables.
3.3.1
Build and deliver three (3) complete prototype UIS systems.
3.3.2
Deliver Monthly Status Reports (CDRL A001)
3.3.3
Provide Operator Training. This training will cover in sufficient detail
all
operations that will allow CG and local law enforcement crew to effectively
operate and maintain the systems in accordance with G-3RPDs draft concept
of
operations.
3.3.4
Deliver Presentation Materials (CDRL A002)
3.3.5
Deliver UIS Owner’s Manuals. (CDRL A003)
3.3.6
Provide one year system guarantee for each system supplied. (CDRL
A004)
3.3.7
Conferences
and Symposia.
The government will occasionally host professional conferences or symposia
on
topics relevant to technology needs of the combating terrorism
community. Upon receipt of a written directive, from the Contracting
Officer Representative (COR) or Contracting Officer, the contractor shall
be
prepared to participate in these conferences by providing equipment displays
and
technical expertise. For planning purposes, the government expects one
such event, of 4 days in the Washington DC area, during the duration of this
effort.
3.4
OPTIONAL
UIS DEVELOPMENTS
3.4.1
Option 1: Range
Resolution Enhancement. Develop
core beam forming hardware and FPGA technology to improve the current 3 or
4cm
range resolution to 1 or 2cm, and increase target detection of objects on
harbor
walls and other close range applications.
3.4.2
Option 2: Increased
Echoscope Frequency.
Develop
new transducer and channel board hardware to allow operation at higher
frequencies (up to 500KHz). Given the modular design of the Echoscope, it
would
then be feasible to allow dual transducers to be mounted simultaneously and
provide multiple target returns at different frequencies (375KHz and 500KHz).
Increasing the frequency of operation to 500KHz would also increase the
resolution of the data and reduce the volume to approximately 25 x 25deg
-
effectively doubling the lateral resolution.
Page
9 of
37
3.4.3
Option 3: Automated
Change Detection.
Develop
Automated Change Detection algorithms for on-line detection and post-processing
analysis of captured Echoscope data. The data post-mission would reside on
a
large-scale SQL database allow several over-time analysis to be generated
as
well as know-good baseline surveys for real time analysis. Algorithm would
be
backwards compatible with existing UIS systems to enable all users to add
this
additional software capability on a per license basis.
3.4.4
Option 4: Advanced
Prototype UIS Systems.
Build up
to seven additional UIS systems to agreed USCG specification.
3.4.5
Option 5: Development
of Prototype One Piece F190 Inertial Navigation System to Upgrade UIS
Capability.
Develop
a one piece F190 Inertial Attitude and Positioning System to replace standard
two piece system used in UIS. It is estimated that this will assist in rapid
deployment and calibration of the UIS systems further enhancing the systems
operability.
4
MILESTONES
For
project planning purposes the following schedule of milestones will be
followed:
|
0
Days
|
Contract
Award
|
|
7-14
DAC
|
Kickoff
Meeting
|
|
30
DAC
|
Preliminary
Design Review
|
|
60
DAC
|
Standard
UIS Component Delivery
|
|
90
DAC
|
Second
Design Review & Initial UIS Deployment (System #1)
|
|
120
DAC
|
Prototype
Systems Delivery (UIS Systems #2 and #3)
|
|
150
DAC
|
Training
and Final Integration
|
|
180
DAC
|
Contract
Complete
|
5
DELIVERABLES
5.1
Data
Deliverables. The
contractor shall deliver data deliverables as delineated herein and in the
Contract Data Requirements List (CDRL) attached to the basic contract. All
written documentation (meeting minutes, reports, plans, etc.) will have the
TSWG
task number (PS-ID-2393), title given by TSWG (Underwater Inspection System),
and contract number on the upper right corner of the front sheet.
5.2
Contractor
Progress, Status, and Management Reports Deliverable.
The
contractor shall provide monthly status and cost reports identifying the
progress made during each calendar month and provide in detail any problems
or
issues that should be discussed. The reports shall further document complete
financial status including current funding level, accrued costs, billed costs
and remaining funds. These reports will be delivered by email in Microsoft
Word
format to tierneyl@tswg.gov
and
paula.kestler@us.army.mil
prior to
the 15th
day of
the month following the start of work. (CDRL
A001)
Page
10
of 37
5.3
Presentation
Material/Meeting Support/Informal Technical Information
Deliverable.
The
contractor shall prepare electronic or hardcopy viewgraphs and a wall board
that
describes the task and results. The contractor shall take 5-20 8 inch x 10
inch
color photographs and/or high-resolution digital images (>800dpi) of various
stages of the project to be delivered in hard copy and in JPEG format on
media.
The contractor shall prepare and submit meeting agendas, handouts,
presentations, and minutes for meetings or demonstrations directly related
to
this effort.
(CDRL A002)
5.4
User
Manual Deliverable.
The
contractor shall provide a Underwater Inspection Systems Owner’s Manual that
includes system and component descriptions, calibration procedures, operating
instructions, maintenance requirements, troubleshooting section and a
recommended spare parts list. The Underwater Inspection Systems Owner’s Manual
must allow the operators to use the Underwater Inspection Systems without
contractor support. (CDRL
A003)
5.5
System
Guarantee Deliverable.
The
contractor shall provide documentation for each of the three Underwater
Inspection Systems a one year system guarantee. (CDRL
A004)
5.6
Addressees
for Deliverables.
The
contractor shall use the following mailing addresses and information for
the
activities listed in Block 14 and 16 of the DD Form 1423.
The
UIS System Prototypes shall be delivered to the following
address:
Underwater
Systems, USCG R&D Center
Scot
T. Tripp
1082
Shennecossett Road
Avery
Point, Groton CT
860-441-2680
(v) 2792 (f)
Email:
Scot.T.Tripp@uscg.mil
All
documentation deliverables shall be delivered to the following addresses
as
specified under 5.1 through 5.5
Contracting
Officer’s Representative (COR) / Program Manager (PM):
Lawrence
Tierney
Technical
Support Working group
P.O.
Box
16224
Arlington,
VA 22215
703-604-0122
(v) 703-602-0180 (f)
Email: tierneyl@tswg.gov
Procuring
Contracting Officer (PCO):
J.
Renee Hodge
U.S.
Army
RDECOM Acquisition Center
Attn:
AMSSB-ACC-A
4118
Susquehanna Avenue
Aberdeen
Proving Ground, MD 21005-3013
410-278-0881
(v) 410-306-3729 (efax)
Procuring
Contract Specialist (PCS):
Paula
Kestler
410-278-0795
(v) 410-306-3735 (efax)
Email:
paula.kestler@us.army.mil
Page
11
of 37
6
MARKINGS/DISTRIBUTION OF REPORTS
6.1
Data
Rights. All
reports and deliverables shall contain the following:
This
material may be reproduced by or for the U.S. Government pursuant to the
copyright license under clause at DFARS 252.227-7013 (November 1995). The
U.S.
Government retains Unlimited Rights. Unlimited rights means right to use,
modify, perform, display, release, or disclose technical data in whole or
in
part, in any manner and for any purpose whatsoever, and to have or authorize
others to do so.
6.2
Distribution/Release
Limitation Statements. All
data
provided by the Government and/or developed by the Contractor(s) for the
Government shall be protected from disclosure in accordance with the markings
contained thereon and paragraphs below. All other information relating to
the
items to be delivered or services to be performed under this delivery order
may
not be disclosed by any means without prior approval by the Government.
Dissemination or public disclosure includes, but is not limited to, permitting
access to such information by foreign nationals or by any other person or
entity; publication of technical or scientific papers; advertising; or, any
other proposed public release. The Contractor shall provide adequate physical
protection to such information so as to preclude access by any person or
entity
not authorized such access by the Government.
“DISTRIBUTION
STATEMENT C.
Distribution authorized to U.S. Government Agencies and their contractors).
Other requests for this document shall be referred to (insert controlling
DoD
office) Further distribution only as directed by CTTSO, TSWG Attn: Program
Security Officer, or the Director of CTTSO, PO Box 16224, Arlington VA
22215.”
6.3
Destruction
Notice. The
Contractor shall include a destruction notice on all technical documents
marked
with Distribution Statements B, C, D, E, F, or X as follows.
“DESTRUCTION
NOTICE
-
For classified documents, follow the procedures in DOD 5200.22-M, Industrial
Security Manual, Section 11-19 or DOD 5200.1-R, Information Security Program
Regulation, Chapter IX. For unclassified, limited documents, destroy by any
method that will prevent disclosure of contents or reconstruction of the
document.”
7.0
Period of Performance.
Period
of Performance for the BASE EFFORT shall be from date of award
02
July 2007
through to 01
January 2008 and
shall not exceed (NTE) six months.
See
Section F for Option(s) details.
8.0
Security.
8.1
Classification. This
project is UNCLASSIFIED.
8.2
Distribution. No
data
or other deliverable from this project shall be distributed, published, briefed,
or otherwise used without the expressed approval of the CTTSO Program
Manager.
Page
12
of 37
CLAUSES
INCORPORATED BY FULL TEXT
AMCAC
52.0204-4001, IDENTIFICATION OF OZONE DEPLETING SUBSTANCES (OCT
1999)
a.
The
following required Class I Ozone Depleting Substances (ODS) have been identified
and
approved
for use under performance of any resultant contract.
(X)
None.
(_)
(List
any approved ODS requirements): ________________________________
__________________________________________________________________________________
__________________________________________________________________________________
b.
If
during performance of the contract, an approved Class I ODS is discovered,
the
contractor
is
encouraged to notify the contracting officer immediately.
c.
The
ODS restrictions apply to subcontracts as well.
AMCAC
52.0204-4002, CLASS I OZONE DEPLETING SUBSTANCES (OCT
1999)
a.
Per
Section 326 of Public Law 102-484, effective 1 Jun 93, specifications and
standards cannot
require
the use of Class I ozone depleting substances (ODS) without approval. There
are
some cases where
a
specification or standard allows
the use
of an ODS, but does not specifically require
its use.
A situation
of
this
type does not require substitution under the law.
b.
If
this requirement allows, but does not require, the use of a Class I ODS,
although it is not
mandatory
for the contractor to use a non-ODS substance, the contractor is encouraged
to
give preference
to
using
the non-ODS choice.
AMCAC
52.0223-4001, OSHA STANDARDS (OCT 1999)
Contractor
must comply with all applicable OSHA standards.
Page
13
of 37
CLAUSES
INCORPORATED BY FULL TEXT
AMCAC
52.0247-4001, COMMERCIAL PACKAGING (AUG 1999)
Packaging
of all
deliverables as specified in the CDRLs, DD Form 1423-1
shall be
in accordance with standard commercial practices, which are necessary to
prevent
deterioration and damage due to hazards of shipping, handling and
storage.
APG
52.0210-4100, CONSIGNMENT OF DELIVERIES (JUL 1999)
All
deliveries shall be marked and/or consigned as stated in the Government
Statement of Work (SOW) and IAW CDRLs, DD Form 1423-1.
NOTE:
All
packages/envelopes shall be clearly marked with applicable contract number,
W91CRB-07-C-0093
and
shall contain appropriate packing slip.
Page
14
of 37
INSPECTION
AND ACCEPTANCE TERMS
of all
deliverables shall be performed by the Government at destination and be
coordinated through the Contracting Officer’s Representative (COR) in accordance
with the CDRLs, DD Form 1423-1.
CLAUSES
INCORPORATED BY REFERENCE
|
52.246-7
|
Inspection
Of Research And Development Fixed Price
|
AUG
1996
|
|
|
52.246-15
|
Certificate
of Conformance
|
APR
1984
|
|
|
52.246-16
|
Responsibility
For Supplies
|
APR
1984
|
|
|
252.246-7000
|
Material
Inspection And Receiving Report
|
MAR
2003
|
|
Page
15
of 37
PERIOD
OF PERFORMANCE:
The
contract Base Effort period of performance shall become effective on
02 July 2007
through
to 01
January 2008.
CLIN
0001 - Base Effort (NTE 6 Months)
CLIN
0002 - Travel Expense
Estimated
Period of Performances for the Options is as follows:
CLIN
0003 - Option One (1) Range Resolution Enhancement
(NTE:
6 Months After Receipt of Order (ARO)
CLIN
0005 - Option Two (2) Increased EchoscopeTM
Frequency
(NTE:
6 Months ARO)
CLIN
0007 - Option Three (3) Automated Change Detection
(NTE:
18 Months ARO)
CLIN
0009 - Option Four (4) not to exceed seven (7) Advanced Prototype UIS
Systems
(NTE:
6 Months ARO)
CLIN
0010 - Option Five (5) Development of Prototype One Piece F190 Inertial
Navigation System to Upgrade UIS Capability (NTE:
6 Months ARO)
DELIVERY
INFORMATION:
The
contractor shall provide all deliverables (CDRLs) in accordance with the
SOW,
which are delineated herein under Section 5
Deliverables and 5.6 Addresses for Deliverables.
The
UIS System Prototypes shall be delivered to the following
address:
Underwater
Systems, USCG R&D Center
Scot
T. Tripp
1082
Shennecossett Road
Avery
Point, Groton CT
860-441-2680
(v) 2792 (f)
Email:
Scot.T.Tripp@uscg.mil
Page
16
of 37
All
documentation deliverables shall be delivered to the following addresses
as
specified under 5.1 through 5.5
Contracting
Officer’s Representative (COR) / Program Manager (PM):
Lawrence
Tierney
Technical
Support Working group
P.O.
Box
16224
Arlington,
VA 22215
703-604-0122
(v) 703-602-0180 (f)
Email: tierneyl@tswg.gov
Procuring
Contracting Officer (PCO):
Paula
Kestler
U.S.
Army
RDECOM Acquisition Center
Attn:
AMSSB-ACC-A
4118
Susquehanna Avenue
Aberdeen
Proving Ground, MD 21005-3013
410-278-0795
(v) 410-306-3735 (efax)
Email:
paula.kestler@us.army.mil
CLAUSES
INCORPORATED BY REFERENCE
|
52.242-15
|
Stop-Work
Order
|
AUG
1989
|
|
|
52.247-34
|
F.O.B.
Destination
|
NOV
1991
|
|
Page
17
of 37
INVOICE
INFORMATION
a.
The Contracting Office representative is:
Name:
PAULA
KESTLER -Procuring Contracting Officer (PCO)
Organization
Code: AMSRD-ACC-CS
Telephone
Area Code and Number: 410-278-0795
DSN: 298-0795
E-FAX:
410-306-3735
Email:
paula.kestler@us.army.mil
b.
Payment to the contractor shall be made in accordance with FAR Subpart 32.11,
Electronic Funds Transfer.
c.
Paying Office Information: NAVY
SYSTEMS MANAGEMENT ACTIVITY
Telephone
Inquiries: 703-699-4165 or 4160 or 4163 or 4170
FAX:
703-699-4136
Email:
wrtaza.irene@mail.navy.mil
| d. |
Invoice
Instructions:
|
The
contractor, CODAOCTOPUS
INCORPORATED
is permitted to invoice Monthly per FAR
Subpart 32.5 Progress Payments
as follows:
Contractor’s
Voucher/Invoice shall specify the following:
| 1. |
Contractor’s
name, address, contract number and number consecutively
starting with 001
|
| 2. |
Statement
as to whether the voucher is for provisional,
partial
or
final
payment
|
| 3. |
Signature
of authorized representative of the
contractor
|
| 4. |
REMIT
ADDRESS AS STATED ON THE ACH VENDOR FORM:
Bank’s name, address, account number type of account, routing number,
Tax
ID number and Duns number.
|
| 5. |
Invoices
shall be submitted through the following addressees as stated below
to
payment officer for payments (see
block 12 for payment office):
|
Page
18
of 37
CODAOCTOPUS
INCORPORATED -
CONTRACTOR: The
contractor must utilize Public Vouchers (SF 1443) for Progress Payments.
| · |
Each
SIGNED
voucher/invoice MUST be
submitted on a MONTHLY
BASIS.
|
| · |
The
contractor shall submit electronically a signed,
scanned, emailed and or faxed
copy to the COR/PM
(Larry)
and PCO
(Paula)
along with the MSRs.
|
| · |
The
contractor is instructed to notify the COR and the PCO immediately
if any
payments issues occur on the voucher/invoice.
|
Larry
Tierney - COR/PM:
| · |
The
COR/PM is authorized to review, approve, sign and forward the contractor’s
Progress Payments voucher/invoice direct submissions.
|
| · |
The
COR/PM is also authorized to review, approve and sign DD 250 when
applicable.
|
| · |
The
COR/PM is instructed to notify the PCO if there are any technical
issues
that have an impact on the voucher/invoice within five (5) working
days
after receipt.
|
Technical
Support Working Group
P.O.
Box 16224
Arlington,
VA 22215
COR:
Larry Tierney
703-604-0122
(v) 703-604-1729 (f)
Email:
tierneyl@tswg.gov
and cdsubgroup@tswg.gov
Paula
Kestler - PCO:
| · |
The
PCO will administer the binding contract, modifications, vouchers/invoices
and any other pertinent documents.
|
| · |
The
PCO will also review invoices and notify appropriate person(s) if
inaccurate.
|
| · |
The
PCO will sign invoices when directed to so by the
COR/PM.
|
US
ARMY RDECOM ACQUISITION CENTER
AMSRD-ACC-CS
4118
Susquehanna Avenue
APG,
MD 21005-3013
PCO:
Paula Kestler
410-278-0795
(v) 410-306-3735 (efax)
Email:
paula.kestler@us.army.mil
FUNDING
INFORMATION
The
Base
Effort of the contract will be funded in the amount of $2,597,410.00
per
MIPR
#N41756 07 MP 50382
(Basic)
dated 25 April 2007.
ACCOUNTING
AND APPROPRIATION DATA
|
AA:
9770400FBCG0004175600689412D000000G2000715000
|
|
AMOUNT:
$2,597,410.00
|
|
CIN
0001 & 0002: $2,597,410.00
|
Page
19
of 37
POST
AWARD CONFERENCE
Post
Award Conference/Project Kick Off Meeting
shall be
organized by CODAOCTOPUS
INCORPORATED
and held
at the
their facility in Saint Petersburg, Florida where the work will be performed
as
soon
as possible following the award, NO
LATER THAN 30 DAYS after
the
contract award date and all stakeholders shall be contacted when this Conference
/Meeting is to be held. Alternatively at the discretion of the U.S. Coast
Guard
and the contracting officer the Post Award Conference/Kick Off Meeting may
be
held at one of their nominated facilities. CODAOCTOPUS
INCORPORATED shall
keep the minutes of the Conference/Meeting IAW
CDRL A002 and
have
a sign-in roster present. The Conference/Meeting should be in accordance
with
FAR 42.503-2. The primary purpose is to review the data package/requirements
with CODAOCTOPUS
INCORPORATED to
clarify any pertinent questions that CODAOCTOPUS
INCORPORATED may
propose, and to insure that CODAOCTOPUS
INCORPORATED has
a
complete and legible data package as well as a complete understanding of
the
contracts technical and contractual requirements. The purpose of this
Conference/Meeting is NOT
to make
any changes to contract in any way.
Page
20
of 37
CLAUSES
INCORPORATED BY FULL TEXT
AMCAC
52.0228-4001, INSURANCE REQUIREMENTS (JUL 1999)
The
following insurance is required as a minimum in accordance with the Federal
Acquisition Regulations and the appropriate clause in Section I:
a.
Legally Required Insurance: Where certain laws apply, such as State laws
governing workman’s compensation and employer’s liability coverage, etc., the
contractor, prior to commencement of work, shall furnish the Contracting
Officer
a written statement that such laws have been complied with and that compliance
will continue throughout the period of contract performance. Minimum coverage
of
$100,000 is required.
b.
Comprehensive General Liability and Automobile Liability:
|
Each
Person
|
Per
Occurrence
|
Property
Damage
|
||||||||
|
Comprehensive
General
|
None
|
$
|
500,000
|
None
|
||||||
|
Liability
|
||||||||||
|
Automobile
Liability
|
$
|
200,000
|
$
|
500,000
|
$
|
20,000
|
||||
Page
21
of 37
AMCAC 52.0242-4003, GOVERNMENT-CONTRACTOR RELATIONSHIPS (SEP 1999)
a.
The
Government and the contractor understand and agree that the services to be
delivered under this contract by the contractor to the Government are
non-personal services and the parties recognize and agree that no
employer-employee or master-servant relationships exist or will exist under
the
contract between the Government and the contractor and/or between the Government
and the contractor’s employees. It is therefore, in the best interest of the
Government to afford the parties a full and complete understanding of their
respective obligations.
b.
Contractor personnel under this contract shall not:
(1)
be
placed in a position where they are appointed or employed by a Federal Officer,
or are under the supervision, direction, or evaluation of a Federal Officer,
Military or Civilian.
(2)
be
placed in a staff or policymaking position.
(3)
be
placed in a position of command, supervision, administration or control over
DA
Military or Civilian Personnel, or personnel of other contractors, or become
a
part of the Government organization.
(4)
be
used for the purpose of avoiding manpower ceilings or other personnel rules
and
regulations of DA or the Civil Service Commission.
(5)
be
used in administration or supervision of military procurement
activities.
c.
Employee Relationship:
(1)
The
services to be performed under this contract do not require the contractor
or
its employees to exercise personal judgment and discretion on behalf of the
Government, but rather the contractor’s employees will act and exercise personal
judgment and discretion on behalf of the contractor.
(2)
Rules, regulations, directions, and requirements that are issued by command
authorities under their responsibility for good order, administration,
and
security are applicable to all personnel who enter the installation, or
who
travel on Government transportation. This is not to be construed or interpreted
to establish any degree of Government control that is inconsistent with
a
non-personal services contract.
Page
22
of 37
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
|
|
|
52.203-6
|
Restrictions
On Subcontractor Sales To The Government
|
SEP
2006
|
|
|
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
|
|
|
52.204-2
|
Security
Requirements
|
AUG
1996
|
|
|
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
|
|
|
52.211-5
|
Material
Requirements
|
AUG
2000
|
|
|
52.211-15
|
Defense
Priority And Allocation Requirements
|
SEP
1990
|
|
|
52.215-8
|
Order
of Precedence--Uniform Contract Format
|
OCT
1997
|
|
|
52.215-14
Alt I
|
Integrity
of Unit Prices (Oct 1997) - Alternate I
|
OCT
1997
|
|
|
52.215-17
|
Waiver
of Facilities Capital Cost of Money
|
OCT
1997
|
|
|
52.216-2
|
Economic
Price Adjustment - Standard Supplies
|
JAN
1997
|
|
|
52.219-8
|
Utilization
of Small Business Concerns
|
MAY
2004
|
|
|
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
|
|
|
52.223-6
|
Drug-Free
Workplace
|
MAY
2001
|
|
|
52.223-11
|
Ozone-Depleting
Substances
|
MAY
2001
|
|
|
52.223-13
|
Certification
of Toxic Chemical Release Reporting
|
AUG
2003
|
|
|
52.223-14
|
Toxic
Chemical Release Reporting
|
AUG
2003
|
|
|
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
|
|
|
52.228-7
|
Insurance--Liability
To Third Persons
|
MAR
1996
|
|
|
52.232-2
|
Payments
Under Fixed-Price Research And Development Contracts
|
APR
1984
|
|
|
52.232-8
|
Discounts
For Prompt Payment
|
FEB
2002
|
|
|
52.232-9
|
Limitation
On Withholding Of Payments
|
APR
1984
|
|
|
52.232-13
|
Notice
Of Progress Payments
|
APR
1984
|
|
|
52.232-14
|
Notice
Of Availability Of Progress Payments Exclusively For Small Business
Concerns
|
APR
1984
|
|
|
52.232-17
|
Interest
|
JUN
1996
|
|
|
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
|
Prompt
Payment
|
OCT
2003
|
|
Page
23
of 37
|
52.232-33
|
Payment
by Electronic Funds Transfer--Central Contractor Registration
|
OCT
2003
|
|
|
52.233-1
|
Disputes
|
JUL
2002
|
|
|
52.233-3
|
Protest
After Award
|
AUG
1996
|
|
|
52.239-1
|
Privacy
or Security Safeguards
|
AUG
1996
|
|
|
52.242-13
|
Bankruptcy
|
JUL
1995
|
|
|
52.243-1
Alt V
|
Changes--Fixed-Price
(Aug 1987) - Alternate V
|
APR
1984
|
|
|
52.244-2
|
Subcontracts
|
AUG
1998
|
|
|
52.244-5
|
Competition
In Subcontracting
|
DEC
1996
|
|
|
52.244-6
|
Subcontracts
for Commercial Items
|
MAR
2007
|
|
|
52.245-1
|
Property
Records
|
APR
1984
|
|
|
52.245-2
Alt I
|
Government
Property (Fixed-Price Contracts) (May 2004) - Alternate I
|
APR
1984
|
|
|
52.245-4
|
Government-Furnished
Property (Short Form)
|
JUN
2003
|
|
|
52.245-18
|
Special
Test Equipment
|
FEB
1993
|
|
|
52.245-19
|
Government
Property Furnished "As Is"
|
APR
1984
|
|
|
52.246-24
|
Limitation
Of Liability--High-Value Items
|
FEB
1997
|
|
|
52.249-9
|
Default
(Fixed-Priced Research And Development)
|
APR
1984
|
|
|
52.249-14
|
Excusable
Delays
|
APR
1984
|
|
|
52.253-1
|
Computer
Generated Forms
|
JAN
1991
|
|
|
252.201-7000
|
Contracting
Officer's Representative
|
DEC
1991
|
|
|
252.203-7001
|
Prohibition
On Persons Convicted of Fraud or Other Defense-Contract-Related
Felonies
|
DEC
2004
|
|
|
252.204-7000
|
Disclosure
Of Information
|
DEC
1991
|
|
|
252.204-7002
|
Payment
For Subline Items Not Separately Priced
|
DEC
1991
|
|
|
252.204-7003
|
Control
Of Government Personnel Work Product
|
APR
1992
|
|
|
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
|
|
|
252.225-7001
|
Buy
American Act And Balance Of Payments Program
|
JUN
2005
|
|
|
252.227-7013
Alt I
|
Rights
in Technical Data--Noncommercial Items (Nov 1995) - Alternate I
|
JUN
1995
|
|
|
252.227-7014
Alt I
|
Rights
in Noncommercial Computer Software and Noncommercial Computer Software
Documentation (Jun 1995) - Alternate I
|
JUN
1995
|
|
|
252.227-7015
|
Technical
Data--Commercial Items
|
NOV
1995
|
|
|
252.227-7016
|
Rights
in Bid or Proposal Information
|
JUN
1995
|
|
|
252.227-7017
|
Identification
and Assertion of Use, Release, or Disclosure Restrictions
|
JUN
1995
|
|
|
252.227-7019
|
Validation
of Asserted Restrictions--Computer Software
|
JUN
1995
|
|
|
252.227-7020
|
Rights
In Data--Special Works
|
JUN
1995
|
|
|
252.227-7021
|
Rights
In Data--Existing Works
|
MAR
1979
|
|
|
252.227-7026
|
Deferred
Delivery Of Technical Data Or Computer Software
|
APR
1988
|
|
|
252.227-7027
|
Deferred
Ordering Of Technical Data Or Computer Software
|
APR
1988
|
|
|
252.227-7037
|
Validation
of Restrictive Markings on Technical Data
|
SEP
1999
|
|
|
252.227-7039
|
Patents--Reporting
Of Subject Inventions
|
APR
1990
|
|
|
252.232-7010
|
Levies
on Contract Payments
|
DEC
2006
|
|
|
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
|
|
|
252.245-7001
|
Reports
Of Government Property
|
MAY
1994
|
|
|
252.246-7001
Alt II
|
Warranty
Of Data (Dec 1991) - Alternate II
|
DEC
1991
|
|
Page
24
of 37
CLAUSES
INCORPORATED BY FULL TEXT
52.215-6
Place of Performance.
As
prescribed in 15.209(f), insert the following provision:
Place
of Performance (Oct 1997)
(a)
The
offeror or respondent, in the performance of any contract resulting from
this
solicitation,
o intends, xdoes
not
intend [check
applicable block]
to use
one or more plants or facilities located at a different address from the
address
of the offeror or respondent as indicated in this proposal or response to
request for information.
(b)
If
the offeror or respondent checks "intends" in paragraph (a) of this provision,
it shall insert in the following spaces the required information:
|
PLACE
OF PERFORMANCE
|
NAME
AND ADDRESS OF OWNER AND OPERATOR OF THE PLANT OR FACILITY IF OTHER
THAN
OFFEROR OR RESPONDENT
|
|
|
NAME
OF COMPANY
|
CodaOctopus,
Inc.
|
|
|
STREET
ADDRESS
|
100
14th
Avenue South
|
|
|
CITY
|
Saint
Petersburg
|
|
|
STATE
|
FL
|
|
|
COUNTY
|
||
|
ZIP
CODE
|
33701
|
(End
of
provision)
52.217-7
OPTION FOR INCREASED QUANTITY--SEPARATELY PRICED LINE ITEM (MAR
1989)
The
Government may require the delivery of the numbered line item, identified
in the
Schedule as an option item, in the quantity and at the price stated in the
Schedule. The Contracting Officer may exercise the option by written notice
to
the Contractor within
the six (6) month period of performance.
Delivery of added items shall continue at the same rate that like items are
called for under the contract, unless the parties otherwise agree.
(End
of
clause)
Page
25
of 37
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
Contractorwithin
the six (6) month period of performance;
provided that the Government gives the Contractor a preliminary written notice
of its intent to extend
at least 30 days before
the contract 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 four
(4) years or 48 months.
(End
of
clause)
52.227-11
PATENT RIGHTS--RETENTION BY THE CONTRACTOR (SHORT FORM) (JUN 1997)
(a)
Definitions.
(1)
"Invention" means any invention or discovery which is or may be patentable
or
otherwise protectable under title 35 of the United States Code, or any novel
variety of plant which is or may be protected under the Plant Variety Protection
Act (7 U.S.C. 2321, et seq.).
(2)
"Made" when used in relation to any invention means the conception or first
actual reduction to practice of such invention.
(3)
"Nonprofit organization" means a university or other institution of higher
education or an organization of the type described in section 501(c) (3)
of the
Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation
under
section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)) or any nonprofit
scientific or educational organization qualified under a state nonprofit
organization statute.
(4)
"Practical application" means to manufacture, in the case of a composition
of
product; to practice, in the case of a process or method, or to operate,
in the
case of a machine or system; and, in each case, under such conditions as
to
establish that the invention is being utilized and that is benefits are,
to the
extent permitted by law or Government regulations, available to the public
on
reasonable terms.
(5)
"Small business firm" means a small business concern as defined at section
2 of
Pub. L. 85-536 (15 U.S.C. 632) and implementing regulations of the Administrator
of the Small Business Administration. For the purpose of this clause, the
size
standards for small business concerns involved in Government procurement
and
subcontracting at 13 CFR 121.3-8 and 13 CFR 121.3-12, respectively, will
be
used.
(6)
"Subject invention" means any invention of the contractor conceived or first
actually reduced to practice in the performance of work under this contract,
provided that in the case of a variety of plant, the date of determination
(as
defined in section 41(d) of the Plant Variety Protection Act, 7 U.S.C. 2401(d))
must also occur during the period of contract performance.
(b)
Allocation of principal rights. The Contractor may retain the entire right,
title, and interest throughout the world to each subject invention subject
to
the provisions of this clause and 35 U.S.C. 203. With respect to any subject
invention in which the Contractor retains title, the Federal Government shall
have a nonexclusive, nontransferable, irrevocable, paid-up license to practice
or have practiced for or on behalf of the United States the subject invention
throughout the world.
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(c)
Invention disclosure, election of title, and filing of patent application
by
Contractor. (1) The Contractor will disclose each subject invention to the
Federal agency within 2 months after the inventor discloses it in writing
to
Contractor personnel responsible for patent matters. The disclosure to the
agency shall be in the form of a written report and shall identify the contract
under which the invention was made and the inventor(s). It shall be sufficiently
complete in technical detail to convey a clear understanding to the extent
known
at the time of the disclosure, of the nature, purpose, operation, and the
physical, chemical, biological or electrical characteristics of the invention.
The disclosure shall also identify any publication, on sale or public use
of the
invention and whether a manuscript describing the invention has been submitted
for publication and, if so, whether it has been accepted for publication
at the
time of disclosure. In addition, after disclosure to the agency, the Contractor
will promptly notify the agency of the acceptance of any manuscript describing
the invention for publication or of any on sale or public use planned by
the
Contractor.
(2)
The
Contractor will elect in writing whether or not to retain title to any such
invention by notifying the Federal agency within 2 years of disclosure to
the
Federal agency. However, in any case where publication, on sale or public
use
has initiated the 1-year statutory period wherein valid patent protection
can
still be obtained in the United States, the period for election of title
may be
shortened by the agency to a date that is no more than 60 days prior to the
end
of the statutory period.
(3)
The
Contractor will file its initial patent application on a subject invention
to
which it elects to retain title within 1 year after election of title or,
if
earlier, prior to the end of any statutory period wherein valid patent
protection can be obtained in the United States after a publication, on sale,
or
public use. The Contractor will file patent applications in additional countries
or international patent offices within either 10 months of the corresponding
initial patent application or 6 months from the date permission is granted
by
the Commissioner of Patents and Trademarks to file foreign patent applications
where such filing has been prohibited by a Secrecy Order.
(4)
Requests for extension of the time for disclosure election, and filing under
subparagraphs (c) (1), (2), and (3) of this clause may, at the discretion
of the
agency, be granted.
(d)
Conditions when the Government may obtain title. The Contractor will convey
to
the Federal agency, upon written request, title to any subject invention--
(1)
If
the Contractor fails to disclose or elect title to the subject invention
within
the times specified in paragraph (c) of this clause, or elects not to retain
title; provided, that the agency may only request title within 60 days after
learning of the failure of the Contractor to disclose or elect within the
specified times.
(2)
In
those countries in which the Contractor fails to file patent applications
within
the times specified in paragraph (c) of this clause; provided, however, that
if
the Contractor has filed a patent application in a country after the times
specified in paragraph (c) of this clause, but prior to its receipt of the
written request of the Federal agency, the Contractor shall continue to retain
title in that country.
(3)
In
any country in which the Contractor decides not to continue the prosecution
of
any application for, to pay the maintenance fees on, or defend in reexamination
or opposition proceeding on, a patent on a subject invention.
(e)
Minimum rights to Contractor and protection of the Contractor right to file.
(1)
The Contractor will retain a nonexclusive royalty-free license throughout
the
world in each subject invention to which the Government obtains title, except
if
the Contractor fails to disclose the invention within the times specified
in
paragraph (c) of this clause. The Contractor's license extends to its domestic
subsidiary and affiliates, if any, within the corporate structure of which
the
Contractor is a party and includes the right to grant sublicenses of the
same
scope to the extent the Contractor was legally obligated to do so at the
time
the contract was awarded. The license is transferable only with the approval
of
the Federal agency, except when transferred to the successor of that part
of the
Contractor's business to which the invention pertains.
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(2)
The
Contractor's domestic license may be revoked or modified by the funding Federal
agency to the extent necessary to achieve expeditious practical application
of
subject invention pursuant to an application for an exclusive license submitted
in accordance with applicable provisions at 37 CFR Part 404 and agency licensing
regulations (if any). This license will not be revoked in that field of use
or
the geographical areas in which the Contractor has achieved practical
application and continues to make the benefits of the invention reasonably
accessible to the public. The license in any foreign country may be revoked
or
modified at the discretion of the funding Federal agency to the extent the
Contractor, its licensees, or the domestic subsidiaries or affiliates have
failed to achieve practical application in that foreign country.
(3)
Before revocation or modification of the license, the funding Federal agency
will furnish the Contractor a written notice of its intention to revoke or
modify the license, and the Contractor will be allowed 30 days (or such other
time as may be authorized by the funding Federal agency for good cause shown
by
the Contractor) after the notice to show cause why the license should not
be
revoked or modified. The Contractor has the right to appeal, in accordance
with
applicable regulations in 37 CFR Part 404 and agency regulations, if any,
concerning the licensing of
Government-owned
inventions, any decision concerning the revocation or modification of the
license.
(f)
Contractor action to protect the Government's interest. (1) The Contractor
agrees to execute or to have executed and promptly deliver to the Federal
agency
all instruments necessary to (i) establish or confirm the rights the Government
has throughout the world in those subject inventions to which the Contractor
elects to retain title, and (ii) convey title to the Federal agency when
requested under paragraph (d) of this clause and to enable the Government
to
obtain patent protection throughout the world in that subject invention.
(2)
The
Contractor agrees to require, by written agreement, its employees, other
than
clerical and nontechnical employees, to disclose promptly in writing to
personnel identified as responsible for the administration of patent matters
and
in a format suggested by the Contractor each subject invention made under
contract in order that the Contractor can comply with the disclosure provisions
of paragraph (c) of this clause, and to execute all papers necessary to file
patent applications on subject inventions and to establish the Government's
rights in the subject inventions. This disclosure format should require,
as a
minimum, the information required by subparagraph (c) (1) of this clause.
The
Contractor shall instruct such employees, through employee agreements or
other
suitable educational programs, on the importance of reporting inventions
in
sufficient time to permit the filing of patent applications prior to U.S.
or
foreign statutory bars.
(3)
The
Contractor will notify the Federal agency of any decisions not to continue
the
prosecution of a patent application, pay maintenance fees, or defend in a
reexamination or opposition proceeding on a patent, in any country, not less
than 30 days before the expiration of the response period required by the
relevant patent office.
(4)
The
Contractor agrees to include, within the specification of any United States
patent application and any patent issuing thereon covering a subject invention,
the following statement, "This invention was made with Government support
under
(identify the contract) awarded by (identify the Federal agency). The Government
has certain rights in the invention."
(g)
Subcontracts. (1) The Contractor will include this clause, suitably modified
to
identify the parties, in al subcontracts, regardless of tier, for experimental,
developmental, or research work to be performed by a small business firm
or
domestic nonprofit organization. The subcontractor will retain all rights
provided for the Contractor in this clause, and the Contractor will not,
as part
of the consideration for awarding the subcontract, obtain rights in the
subcontractor's subject inventions.
(2)
The
Contractor will include in all other subcontracts, regardless of tier, for
experimental, developmental, or research work the patent rights clause required
by Subpart 27.3.
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(3)
In
the case of subcontracts, at any tier, the agency, subcontractor, and the
Contractor agree that the mutual obligations of the parties created by this
clause constitute a contract between the subcontractor and the Federal agency
with respect to the matters covered by the clause; provided, however, that
nothing in this paragraph is intended to confer any jurisdiction under the
Contract Disputes Act in connection with proceedings under paragraph (j)
of this
clause.
(h)
Reporting on utilization of subject inventions. The Contractor agrees to
submit,
on request, periodic reports no more frequently than annually on the utilization
of a subject invention or on efforts at obtaining such utilization that are
being made by the Contractor or its licensees or assignees. Such reports
shall
include information regarding the status of development, date of first
commercial sale or use, gross royalties received by the Contractor, and such
other data and information as the agency may reasonably specify. The Contractor
also agrees to provide additional reports as may be requested by the agency
in
connection with any march-in proceeding undertaken by the agency in accordance
with paragraph (j) of this clause. As required by 35 U.S.C. 202(c) (5), the
agency agrees it will not disclose such information to persons outside the
Government without permission of the Contractor.
(i)
Preference for United States industry. Notwithstanding any other provision
of
this clause, the Contractor agrees that neither it nor any assignee will
grant
to any person the exclusive right to use or sell any subject invention in
the
United States unless such person agrees that any product embodying the subject
invention or produced through the use of the subject invention will be
manufactured substantially in the United States. However, in individual cases,
the requirement for such an agreement may be waived by the Federal agency
upon a
showing by the Contractor or its assignee that reasonable but unsuccessful
efforts have been made to grant licenses on similar terms to potential licensees
that would be likely to manufacture substantially in the United States or
that
under the circumstances domestic manufacture is not commercially feasible.
(j)
March-in rights. The Contractor agrees that, with respect to any subject
invention in which it has acquired title, the Federal agency has the right
in
accordance with the procedures in 37 CFR 401.6 and any supplemental regulations
of the agency to require the Contractor, an assignee or exclusive licensee
of a
subject invention to grant a nonexclusive, partially exclusive, or exclusive
license in any field of use to a responsible applicant or applicants, upon
terms
that are reasonable under the circumstances, and if the Contractor, assignee,
or
exclusive licensee refuses such a request the Federal agency has the right
to
grant such a license itself if the Federal agency determines that--
(1)
Such
action is necessary because the Contractor or assignee has not taken, or
is not
expected to take within a reasonable time, effective steps to achieve practical
application of the subject invention in such field of use;
(2)
Such
action is necessary to alleviate health or safety needs which are not reasonably
satisfied by the Contractor, assignee, or their licensees;
(3)
Such
action is necessary to meet requirements for public use specified by Federal
regulations and such requirements are not reasonably satisfied by the
Contractor, assignee, or licensees; or
(4)
Such
action is necessary because the agreement required by paragraph (i) of this
clause has not been obtained or waived or because a licensee of the exclusive
right to use or sell any subject invention in the United States is in breach
of
such agreement.
(k)
Special provisions for contracts with nonprofit organizations. If the Contractor
is a nonprofit organization, it agrees that--
(1)
Rights to a subject invention in the United States may not be assigned without
the approval of the Federal agency, except where such assignment is made
to an
organization which has as one of its primary functions the management of
inventions; provided, that such assignee will be subject to the same provisions
as the Contractor;
(2)
The
Contractor will share royalties collected on a subject invention with the
inventor, including Federal employee co-inventors (when the agency deems
it
appropriate) when the subject invention is assigned in accordance with 35
U.S.C.
202(e) and 37 CFR 401.10;
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(3)
The
balance of any royalties or income earned by the Contractor with respect
to
subject inventions, after payment of expenses (including payments to inventors)
incidental to the administration of subject inventions will be utilized for
the
support of scientific research or education; and
(4)
It
will make efforts that are reasonable under the circumstances to attract
licensees of subject inventions that are small business firms, and that it
will
give a preference to a small business firm when licensing a subject invention
if
the Contractor determines that the small business firm has a plan or proposal
for marketing the invention which, if executed, is equally as likely to bring
the invention to practical application as any plans or proposals from applicants
that are not small business firms; provided, that the Contractor is also
satisfied that the small business firm has the capability and resources to
carry
out its plan or proposal. The decision whether to give a preference in any
specific case will be at the discretion of the contractor. However, the
Contractor agrees that the Secretary of Commerce may review the Contractor's
licensing program and decisions regarding small business applicants, and
the
Contractor will negotiate changes to its licensing policies, procedures,
or
practices with the Secretary of Commerce when the Secretary's review discloses
that the Contractor could take reasonable steps to more effectively implement
the requirements of this subparagraph (k) (4).
(l)
Communications.
Refer
all questions regarding this clause to the procuring contracting officer,
Paula
Kestler @ 410-278-0795 or email: paula.kestler@us.army.mil
(End
of
clause)
52.232-16
PROGRESS PAYMENTS (APR 2003) ALTERNATE I (MAR 2000)
The
Government will make progress payments to the Contractor when requested as
work
progresses, but not more frequently than monthly,
in
amounts predetermined and approved by the Contracting
Officer,
under
the following conditions:
(a)
Computation of amounts. (1) Unless the Contractor requests a smaller amount,
the
Government will compute each progress payment as 80 percent of the Contractor's
total costs incurred under this contract whether or not actually paid, plus
financing payments to subcontractors (see paragraph (j) of this clause),
less
the sum of all previous progress payments made by the Government under this
contract. The Contracting Officer will consider cost of money that would
be
allowable under FAR 31.205-10 as an incurred cost for progress payment
purposes.
(2)
The
amount of financing and other payments for supplies and services purchased
directly for the contract are limited to the amounts that have been paid
by
cash, check, or other forms of payment, or that are determined due and will
be
paid to subcontractors--
(i)
In
accordance with the terms and conditions of a subcontract or invoice;
and
(ii)
Ordinarily within 30 days of the submission of the Contractor's payment request
to the Government.
(3)
The
Government will exclude accrued costs of Contractor contributions under employee
pension plans 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 total costs for progress payments until
paid).
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(4)
The
Contractor shall not include the following in total costs for progress payment
purposes in paragraph (a)(1) of this clause:
(i)
Costs
that are not reasonable, allocable to this contract, and consistent with
sound
and generally accepted accounting principles and practices.
(ii)
Costs incurred by subcontractors or suppliers.
(iii)
Costs ordinarily capitalized and subject to depreciation or amortization
except
for the properly depreciated or amortized portion of such costs.
(iv)
Payments made or amounts payable to subcontractors or suppliers, except for
--
(A)
Completed work, including partial deliveries, to which the Contractor has
acquired title; and
(B)
Work
under cost-reimbursement or time-and-material subcontracts to which the
Contractor has acquired title.
(5)
The
amount of unliquidated progress payments may exceed neither
(i)
the
progress payments made against incomplete work (including allowable unliquidated
progress payments to subcontractors) nor
(ii)
the
value, for progress payment purposes, of the incomplete work. Incomplete
work
shall be considered to be the supplies and services required by this contract,
for which delivery and invoicing by the Contractor and acceptance by the
Government are incomplete.
(6)
The
total amount of progress payments shall not exceed 80 percent of the total
contract price.
(7)
If a
progress payment or the unliquidated progress payments exceed the amounts
permitted by subparagraphs (a)(4) or (a)(5) of this clause, the Contractor
shall
repay the amount of such excess to the Government on demand.
(8)
Notwithstanding any other terms of the contract, the Contractor agrees not
to
request progress payments in dollar amounts of less than $2,500. The Contracting
Officer may make exceptions.
(b)
Liquidation. Except as provided in the Termination for Convenience of the
Government clause, all progress payments shall be liquidated by deducting
from
any payment under this contract, other than advance or progress payments,
the
unliquidated progress payments, or 80 percent of the amount invoiced, whichever
is less. The Contractor shall repay to the Government any amounts required
by a
retroactive price reduction, after computing liquidations and payments on
past
invoices at the reduced prices and adjusting the unliquidated progress payments
accordingly. The Government reserves the right to unilaterally change from
the
ordinary liquidation rate to an alternate rate when deemed appropriate for
proper contract financing.
(c)
Reduction or suspension. The Contracting Officer may reduce or suspend progress
payments, increase the rate of liquidation, or take a combination of these
actions, after finding on substantial evidence any of the following
conditions:
(1)
The
Contractor failed to comply with any material requirement of this contract
(which includes paragraphs (f) and (g) of this clause).
(2)
Performance of this contract is endangered by the Contractor's --
(i)
Failure to make progress or
(ii)
Unsatisfactory financial condition.
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(3)
Inventory allocated to this contract substantially exceeds reasonable
requirements.
(4)
The
Contractor is delinquent in payment of the costs of performing this contract
in
the ordinary course of business.
(5)
The
unliquidated progress payments exceed the fair value of the work accomplished
on
the undelivered portion of this contract.
(6)
The
Contractor is realizing less profit than that reflected in the establishment
of
any alternate liquidation rate in paragraph (b) of this clause, and that
rate is
less than the progress payment rate stated in subparagraph (a)(1) of this
clause.
(d)
Title.
(1)
Title
to the property described in this paragraph (d) shall vest in the Government.
Vestiture shall be immediately upon the date of this contract, for property
acquired or produced before that date. Otherwise, vestiture shall occur when
the
property is or should have been allocable or properly chargeable to this
contract.
(2)
"Property," as used in this clause, includes all of the below-described items
acquired or produced by the Contractor that are or should be allocable or
properly chargeable to this contract under sound and generally accepted
accounting principles and practices.
(i)
Parts, materials, inventories, and work in process;
(ii)
Special tooling and special test equipment to which the Government is to
acquire
title under any other clause of this contract;
(iii)
Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns,
taps, gauges, test equipment, and other similar manufacturing aids, title
to
which would not be obtained as special tooling under paragraph (d)(2)(ii)
above;
and
(iv)
Drawings and technical data, to the extent the Contractor or subcontractors
are
required to deliver them to the Government by other clauses of this
contract.
(3)
Although title to property is in the Government under this clause, other
applicable clauses of this contract; e.g., the termination or special tooling
clauses, shall determine the handling and disposition of the
property.
(4)
The
Contractor may sell any scrap resulting from production under this contract
without requesting the Contracting Officer's approval, but the proceeds shall
be
credited against the costs of performance.
(5)
To
acquire for its own use or dispose of property to which title is vested in
the
Government under this clause, the Contractor must obtain the Contracting
Officer's advance approval of the action and the terms. The Contractor shall
(i)
exclude the allocable costs of the property from the costs of contract
performance, and (ii) repay to the Government any amount of unliquidated
progress payments allocable to the property. Repayment may be by cash or
credit
memorandum.
(6)
When
the Contractor completes all of the obligations under this contract, including
liquidation of all progress payments, title shall vest in the Contractor
for all
property (or the proceeds thereof) not--
(i)
Delivered to, and accepted by, the Government under this contract;
or
(ii)
Incorporated in supplies delivered to, and accepted by, the Government under
this contract and to which title is vested in the Government under this
clause.
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(7)
The
terms of this contract concerning liability for Government-furnished property
shall not apply to property to which the Government acquired title solely
under
this clause.
(e)
Risk
of loss. Before delivery to and acceptance by the Government, the Contractor
shall bear the risk of loss for property, the title to which vests in the
Government under this clause, except to the extent the Government expressly
assumes the risk. The Contractor shall repay the Government an amount equal
to
the unliquidated progress payments that are based on costs allocable to property
that is damaged, lost, stolen, or destroyed.
(f)
Control of costs and property. The Contractor shall maintain an accounting
system and controls adequate for the proper administration of this
clause.
(g)
Reports and access to records. The Contractor shall promptly furnish reports,
certificates, financial statements, and other pertinent information reasonably
requested by the Contracting Officer for the administration of this clause.
Also, the Contractor shall give the Government reasonable opportunity to
examine
and verify the Contractor's books, records, and accounts.
(h)
Special terms regarding default. If this contract is terminated under the
Default clause, (i) the Contractor shall, on demand, repay to the Government
the
amount of unliquidated progress payments and (ii) title shall vest in the
Contractor, on full liquidation of progress payments, for all property for
which
the Government elects not to require delivery under the Default clause. The
Government shall be liable for no payment except as provided by the Default
clause.
(i)
Reservations of rights.
(1)
No
payment or vesting of title under this clause shall -
(i)
excuse the Contractor from performance of obligations under this contract
or
(ii) constitute a waiver of any of the rights or remedies of the parties
under
the contract.
(2)
The
Government's rights and remedies under this clause
(i)
Shall
not be exclusive but rather shall be in addition to any other rights and
remedies provided by law or this contract and
(ii)
Shall not be affected by delayed, partial, or omitted exercise of any right,
remedy, power, or privilege, nor shall such exercise or any single exercise
preclude or impair any further exercise under this clause or the exercise
of any
other right, power, or privilege of the Government.
(j)
Financing payments to subcontractors. The financing payments to subcontractors
mentioned in paragraphs (a)(1) and (a)(2) of this clause shall be all financing
payments to subcontractors or divisions, if the following conditions are
met:
(1)
The
amounts included are limited to--
(i)
The
unliquidated remainder of financing payments made; plus
(ii)
Any
unpaid subcontractor requests for financing payments.
(2)
The
subcontract or interdivisional order is expected to involve a minimum of
approximately 6 months between the beginning of work and the first delivery;
or,
if the subcontractor is a small business concern, 4 months.
(3)
If
the financing payments are in the form of progress payments, the terms of
the
subcontract or interdivisional order concerning progress payments--
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(i)
Are
substantially similar to the terms of this clause for any subcontractor that
is
a large business concern, or this clause with its Alternate I for any
subcontractor that is a small business concern;
(ii)
Are
at least as favorable to the Government as the terms of this
clause;
(iii)
Are
not more favorable to the subcontractor or division than the terms of this
clause are to the Contractor;
(iv)
Are
in conformance with the requirements of FAR 32.504(e); and
(v)
Subordinate all subcontractor rights concerning property to which the Government
has title under the subcontract to the Government's right to require delivery
of
the property to the Government if--
(A)
The
Contractor defaults; or
(B)
The
subcontractor becomes bankrupt or insolvent.
(4)
If
the financing payments are in the form of performance-based payments, the
terms
of the subcontract or interdivisional order concerning payments--
(i)
Are
substantially similar to the Performance-Based Payments clause at FAR 52.232-32
and meet the criteria for, and definition of, performance-based payments
in FAR
Part 32;
(ii)
Are
in conformance with the requirements of FAR 32.504(f); and
(iii)
Subordinate all subcontractor rights concerning property to which the Government
has title under the subcontract to the Government's right to require delivery
of
the property to the Government if--
(A)
The
Contractor defaults; or
(B)
The
subcontractor becomes bankrupt or insolvent.
(5)
If
the financing payments are in the form of commercial item financing payments,
the terms of the subcontract or interdivisional order concerning
payments--
(i)
Are
constructed in accordance with FAR 32.206(c) and included in a subcontract
for a
commercial item purchase that meets the definition and standards for acquisition
of commercial items in FAR Parts 2 and 12;
(ii)
Are
in conformance with the requirements of FAR 32.504(g); and
(iii)
Subordinate all subcontractor rights concerning property to which the Government
has title under the subcontract to the Government's right to require delivery
of
the property to the Government if--
(A)
The
Contractor defaults; or
(B)
The
subcontractor becomes bankrupt or insolvent.
(6)
If
financing is in the form of progress payments, the progress payment rate
in the
subcontract is the customary rate used by the contracting agency, depending
on
whether the subcontractor is or is not a small business concern.
(7)
Concerning any proceeds received by the Government for property to which
title
has vested in the Government under the subcontract terms, the parties agree
that
the proceeds shall be applied to reducing any unliquidated financing payments
by
the Government to the Contractor under this contract.
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(8)
If no
unliquidated financing payments to the Contractor remain, but there are
unliquidated financing payments that the Contractor has made to any
subcontractor, the Contractor shall be subrogated to all the rights the
Government obtained through the terms required by this clause to be in any
subcontract, as if all such rights had been assigned and transferred to the
Contractor.
(9)
To
facilitate small business participation in subcontracting under this contract,
the Contractor shall provide financing payments to small business concerns,
in
conformity with the standards for customary contract financing payments stated
in FAR 32.113. The Contractor shall not consider the need for such financing
payments as a handicap or adverse factor in the award of
subcontracts.
(k)
Limitations on undefinitized contract actions. Notwithstanding any other
progress payment provisions in this contract, progress payments may not exceed
80 percent of costs incurred on work accomplished under undefinitized contract
actions. A "contract action" is any action resulting in a contract, as defined
in Subpart 2.1, including contract modifications for additional supplies
or
services, but not including contract modifications that are within the scope
and
under the terms of the contract, such as contract modifications issued pursuant
to the Changes clause, or funding and other administrative changes. This
limitation shall apply to the costs incurred, as computed in accordance with
paragraph (a) of this clause, and shall remain in effect until the contract
action is definitized. Costs incurred which are subject to this limitation
shall
be segregated on Contractor progress payment requests and invoices from those
costs eligible for higher progress payment rates. For purposes of progress
payment liquidation, as described in paragraph (b) of this clause, progress
payments for undefinitized contract actions shall be liquidated at 80 percent
of
the amount invoiced for work performed under the undefinitized contract action
as long as the contract action remains undefinitized. The amount of unliquidated
progress payments for undefinitized contract actions shall not exceed 80
percent
of the maximum liability of the Government under the undefinitized contract
action or such lower limit specified elsewhere in the contract. Separate
limits
may be specified for separate actions.
(l)
Due date. The designated payment office will make progress payments on the
15th
day after the designated billing office receives a proper progress payment
request.
In the event that the Government requires an audit or other review of a specific
progress 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. Progress payments are considered contract financing
and
are not subject to the interest penalty provisions of the Prompt Payment
Act.
(m)
Progress payments under indefinite--delivery contracts. The Contractor shall
account for and submit progress payment requests under individual orders
as if
the order constituted a separate contract, unless otherwise specified in
this
contract.
(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://www.arnet.gov/far
http://farsite.hill.af.mil
http://www.acq.osd.mil/dpap/dfars/index.htm
http://www.arnet.gov/far/loadmainre.html
http://farsite.hill.af.mil/Vfdfar1.htm
(End
of
clause)
Page
35
of 37
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 Acquisition Regulation Supplement
(48 CFR
Chapter
1)
clause
with an authorized deviation is indicated by the addition of "(DEVIATION)"
after
the name of the regulation.
(End
of
Clause)
Page
36
of 37
|
DOCUMENT
TYPE
|
DESCRIPTION
|
DATE
|
|
|
Attachment
J.1
|
CODAOCTOPUS
INCORPORATED
MARITIME
PORT SECURITY COUNTERTERRORISM INITIATIVE UNDERWATER INSPECTION
SYSTEM
|
15
JUN 07
|
|
|
PROPRIETARY
DO NOT RELEASE
|
|||
|
Attachment
J.2
|
Contract
Data Requirements (CDRLs) - DD FORM 1423-1
|
05
APR 07
|
|
|
A001
|
Progress,
Status and Management Reports
Monthly
Status Report (MSR)
|
||
|
A002
|
Presentation
Material
Conference
Minutes Report, Record of
|
||
|
Meeting/Minutes
|
|||
|
A003
|
Manuals
for UIS Owner’s Manual
|
||
|
A004
|
System
Support for One Year Documentation
|
||
|
Attachment
J.3
|
252.227-7017
Identification and Assertion of Use, Release, or Disclosure Restrictions.
(Jun 1995)
|
02
JUN 07
|
|
Page
37
of 37