ITEM NO 0001 SUPPLIES/SERVICES UNIT Dollars, U.S. AMOUNT $1,749,965.00

The Contractor shall comply with the requirements of ARO Form 18, Army Research Office Reporting Instructions, located at www.aro.army.mil/forms/forms2.htm. ARO Form 18 provides specific submission instructions and due dates for reports required under this contract including annual Interim Progress and Final Progress Reports. The Forecast Expenditure Report is not required for this contract. On-line submission is required for the Interim and Final Progress Reports and encouraged for the other reports. Submissions require Adobe PDF forms. The electronic forms SF298 and SF298 Continuation Sheet may be downloaded from the ARO home page at www.aro.army.mil/forms/forms2.httn. The Contractor shall submit a copy of each report cover page or transmittal sheet to the Defense Contract Management Agency (DCMA) identified in Section G.1.

G.3

Vouchers for payment shall be submitted electronically through Wide Area Workflow (WAWF) in accordance with DFARS clause ###-###-####, Electronic Submission of Payment Requests. Information on WAWF is available on the Internet at https;//wawf.eb.mil/.

 

G.5

The Contractor is permitted to submit payment requests every two weeks in accordance with FAR clause 52.216-7, Allowable Cost and Payment.

G.6

As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows: Costs, as provided for under FAR clause 52.216-7, Allowable Cost and Payment, not to exceed the amount set forth as "Estimated Cost" in Section B, and subject to FAR clause 52.232-20, Limitation of Cost.

Publication of results of the research project in appropriate professional journals is encouraged as an important method of recording and reporting scientific information. One copy of each manuscript submitted for publication in a journal shall be forwarded to the Army Research Office at the same time it is submitted to the journal in accordance with the reporting instructions in ARO Form 18, Following publication, copies of reprints shall be submitted to the Army Research Office in accordance with the reporting instructions in ARO Form 18. See Section F. The Contracting Officer may request submission of publications to other addressees.

a. The Contractor shall bear responsibility for the conduct of the research specified in the Contractor's proposal identified in the contract. The Contractor will exercise judgment in obtaining the stated research objectives within the limits of the terms and conditions of the contract; provided, however, that the Contractor will obtain the Contracting Officer's approval to change the Statement of Work. Consistent with the foregoing the Contractor shall conduct the work as set forth in his proposal and accepted by the contract award.

 

b. The Principal Investigator identified in the proposal shall be continuously responsible for the conduct of the research project, and shall be closely involved with the research efforts.

 

c. The Contractor shall advise the Contracting Officer if the Principal Investigator identified in the contract plans to devote less effort to the work than set forth in the proposal.

 

d. The Contractor shall obtain the Contracting Officer's approval prior to changing the named Principal Investigator.

The Government authorizes the reproduction of reports, data or other written material, if required, provided the material produced does not exceed 5,000 production units of any page, and items consisting of multiple pages do not exceed 25,000 production units in the aggregate. The Contractor shall obtain the express prior written authorization of the Contracting Officer to reproduce material in excess of the quantities cited above.

If in the conduct of this research, the Contractor develops information, which in the Contractor's opinion might have an adverse effect on the national security if it were disclosed, the Contractor should promptly notify the Contracting Officer's Representative and should not disclose the information without the prior concurrence of the Contracting Officer's Representative.

Pursuant to Section 8115 of the Defense Appropriations Act 2008, no funds made available under that act may be used to pay indirect costs that exceed thirty-five percent of the total amount of the contract for basic research. Any funds provided under that Act for this contract are identified herein. Indirect costs exceeding thirty-five percent of the total amount to be reimbursed from that appropriation will be considered unallowable and will not be reimbursed. If subsequent audit

indicates indirect costs exceeding thirty-five percent of the total amount paid from this appropriation have been disbursed, the Contractor will refund the amount over the statutory limitation to the Government.

Inasmuch as the Contractor does not have an approved purchasing system, consent to subcontract is required from the cognizant administrative contracting officer (ACO) in accordance with FAR Clause 52.244-2(c) for any subcontract that----(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or (2) Is fixed-price and exceeds the greater of the simplified acquisition threshold or 5 percent of the total estimated cost of the contract.

The Contractor is authorized to purchase the equipment (CD Spectropolarometer) identified in the cost proposal at Section C and be reimbursed under this contract. Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost shall pass to and vest in the Government upon the vendor's delivery of such property. Upon completion of the contract, all Government property shall be returned to the Government, or otherwise disposed of, as directed by the Government in accordance with FAR 52.245-1.

Contractor certifications valid from 11/25/2008 to 11/25/2009 under ORCA are incorporated by reference in this contract.

(1) When the Contractor becomes aware that a change in its ownership has occurred, or is certain to occur, that could result in changes in the valuation of its capitalized assets in the accounting records, the Contractor shall notify the Administrative Contracting Officer (ACO) within 30 days.

(2) The Contractor shall also notify the ACO within 30 days whenever changes to asset valuations or any other cost changes have occurred or are certain to occur as a result of a change in ownership.

(3) Ensure that all individual and grouped assets, their capitalized values, accumulated depreciation or amortization, and remaining useful lives are identified accurately before and after each of the Contractor's ownership changes; and

(4) Retain and continue to maintain depreciation and amortization schedules based on the asset records maintained before each Contractor ownership change.

The Contractor shall include the substance of this clause in all subcontracts under this contract that meet the applicability requirement of FAR 15.408(k),

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed -0- or the overtime premium is paid for work --

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall--

(1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime;

(2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations or by employing additional personnel.

* Insert either "zero" or the dollar amount agreed to during negotiations. The inserted figure does not apply to the exceptions in paragraph (a)(1) through (a)(4) of the clause.

(a) Definition, As used in this clause--

United States means the 50 States, the District of Columbia, Puerto Rico, the Northern Mariana Islands, American Samoa, Guam, the U.S. Virgin Islands, and Wake Island.

(b) Except as provided in paragraph (e) of this clause, during the term of this contract, the Contractor shall post a notice, in the form of a poster, informing employees of their rights concerning union membership and payment of union dues and fees, in conspicuous places in and about all its plants and offices, including all places where notices to employees are customarily posted. The notice shall include the following information (except that the information pertaining to National Labor Relations Board shall not be included in notices posted in the plants or offices of carriers subject to the Railway Labor Act, as amended (45 U.S.C. 151-188)).

Notice to Employees

Under Federal law, employees cannot be required to join a union or maintain membership in a union in order to retain their jobs. Under certain conditions, the law permits a union and an employer to enter into a union-security agreement requiring employees to pay uniform periodic dues and initiation fees. However, employees who are not union members can object to the use of their payments for certain purposes and can only be required to pay their share of union costs relating to collective bargaining, contract administration, and grievance adjustment.

If you do not want to pay that portion of dues or fees used to support activities not related to collective bargaining, contract administration, or grievance adjustment, you are entitled to an appropriate reduction in your payment. If you believe that you have been required to pay dues or fees used in part to support activities not related to collective bargaining, contract administration, or grievance adjustment, you may be entitled to a refund and to an appropriate reduction in future payments.

For further information concerning your rights, you may wish to contact the National Labor Relations Board (NLRB) either at one of its Regional offices or at the following address or toll free number:

To locate the nearest NLRB office, see NLRB's website at http://www.nlrb.gov.

(c) The Contractor shall comply with all provisions of Executive Order 13201 of February 17, 2001, and related implementing regulations at 29 CFR part 470, and orders of the Secretary of Labor.

(d) In the event that the Contractor does not comply with any of the requirements set forth in paragraphs (b), (c), or (g), the Secretary may direct that this contract be cancelled, terminated, or suspended in whole or in part, and declare the Contractor ineligible for further Government contracts in accordance with procedures at 29 CFR part 470, Subpart B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures. Such other sanctions or remedies may be imposed as are provided by 29 CFR part 470, which implements Executive Order 13201, or as are otherwise provided by law.

(e) The requirement to post the employee notice in paragraph (b) does not apply to--

 

(1) Contractors and subcontractors that employ fewer than 15 persons;

 

(2) Contractor establishments or construction work sites where no union has been formally recognized by the Contractor or certified as the exclusive bargaining representative of the Contractor's employees;

(3) Contractor establishments or construction work sites located in a jurisdiction named in the definition of the United States in which the law of that jurisdiction forbids enforcement of union-security agreements;

(4) Contractor facilities where upon the written request of the Contractor, the Department of Labor Deputy Assistant Secretary for Labor-Management Programs has waived the posting requirements with respect to any of the Contractor's facilities if the Deputy Assistant Secretary finds that the Contractor has demonstrated that--

(i) The facility is in all respects separate and distinct from activities of the Contractor related to the performance of a contract; and

(ii) Such a waiver will not interfere with or impede the effectuation of the Executive order; or

(5) Work outside the United States that does not involve the recruitment or employment of workers within the United States.

(f) The Department of Labor publishes the official employee notice in two variations; one for contractors covered by the Railway Labor Act and a second for all other contractors. The Contractor shall--

(1) Obtain the required employee notice poster from the Division of Interpretations and Standards, Office of Labor- Management Standards, U.S. Department of Labor, 200 Constitution Avenue, NW, Room N-5605, Washington, DC 20210, or from any field office of the Department's Office of Labor-Management Standards or Office of Federal Contract Compliance Programs;

(2) Download a copy of the poster from the Office of Labor-Management Standards website at http://www,olms.dol.gov; or

 

(g) The Contractor shall include the substance of this clause in every subcontract or purchase order that exceeds the simplified acquisition threshold, entered into in connection with this contract, unless exempted by the Department of Labor Deputy Assistant Secretary for Labor-Management Programs on account of special circumstances in the national interest under authority of 29 CFR 470.3(c), For indefinite quantity subcontracts, the Contractor shall include the substance of this clause if the value of orders in any calendar year of the subcontract is expected to exceed the simplified acquisition threshold. Pursuant to 29 CFR part 470, Subpart B--Compliance Evaluations, Complaint Investigations and Enforcement Procedures, the Secretary of Labor may direct the Contractor to take such action in the enforcement of these regulations, including the imposition of sanctions for noncompliance with respect to any such subcontract or purchase order. If the Contractor becomes involved in litigation with a subcontractor or vendor, or is threatened with such involvement, as a result of such direction, the Contractor may request the United States, through the Secretaty of Labor, to enter into such litigation to protect the interests of the United States.

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):

252 ###-###-#### Acknowledgment of Support and Disclaimer, (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government's support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the U.S. Army Research Office and Defense Threat Reduction Agency under Contract No. W911NF-09-C-0135.

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the U.S. Army Research Office and Defense Threat Reduction Agency.