CTM 10-K
Castellum, Inc. (CTM)
10-K
2026-03-09
For: 2025-12-31
View Original
Added on
April 11, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
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(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the fiscal year ended December 31 , 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 001-04321
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________________________________________
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Securities registered pursuant to section 12(g) of the Act: None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of
the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the shares of voting common stock held by non-affiliates of the registrant was approximately $97,867,246 based upon the closing price of the Company’s common stock on the NYSE American LLC.
The registrant had outstanding 94,612,750 shares of common stock, par value $0.0001, as of March 6, 2026.
Documents Incorporated by Reference
Castellum, Inc.
Table of Contents
Annual Report on Form 10-K
December 31, 2025
Legal Proceedings | ||||||||
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | ||||||||
Item 15. | ||||||||
Explanatory Note Regarding Forward-Looking Statements
Certain information included or incorporated by reference in this Form 10-K, may not address historical facts and, therefore, could be interpreted to be “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including projections of financial performance; statements of plans, strategies, and objectives of management for future operations; any statement concerning developments, performance, or industry rankings relating to products or services; any statements regarding future economic conditions or performance; any statements of assumptions underlying any of the foregoing; and any other statements that address activities, events, or developments that the Company intends, expects, projects, believes, or anticipates will or may occur in the future. Forward-looking statements may be characterized by terminology such as “believe,” “anticipate,” “expect,” “should,” “intend,” “plan,” “will,” “estimates,” “view,” and similar expressions. These statements are based on assumptions and assessments made by the Company’s management in light of its experience and its perception of historical trends, current conditions, expected future developments, and other factors it believes to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties that include but are not limited to the factors set forth under “Part I, Item 1A, Risk Factors” in this Form 10-K.
Any such forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ materially from those envisaged by such forward-looking statements. The forward-looking statements included herein speak only as of the date of this Form 10-K. The Company disclaims any duty to update such forward-looking statements, all of which are expressly qualified by the foregoing.
Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include, but are not limited to:
•overall levels of government spending on defense spending and spending on information technology (“IT”) services, significant delays or reductions in appropriations for our programs or U.S. government funding more broadly, including a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the potential imposition of sequestration in the absence of an approved budget or continuing resolution;
•changes in political, economic, or regulatory conditions generally and in the markets in which we operate;
•potential future net income losses and growth trajectory;
•our ability to retain and attract senior management and other employees with suitable experience leading a public company;
•our ability to attract, retain, and develop highly qualified personnel who possess the necessary security clearances to support the specialized and sensitive nature of our work;
•our ability to raise additional capital on acceptable terms;
•our ongoing relationships with government entities, agencies, and teaming partners;
•our ability to win new contracts amidst increased levels of competition in contract bidding process;
•delays due to the appropriation process, change in the procurement process, and audits or cost adjustments to our contracts;
•our ability to successfully develop or commercialize new products and partner with companies that have complementary products and to successfully develop these offerings;
•our inability to receive full amounts authorized, or ongoing lack of funding, for contracts in our backlog;
•potential systems failures, security breaches, or the inability of Company employees to obtain required clearances;
•our ability successfully to execute additional acquisitions and integrate those operations into our ongoing businesses; and
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•the effect of ongoing financing efforts and volatility of our common stock share price; and other risks, including those described in “Part I, Item 1A. Risk Factors” discussion of this Form 10-K.
In this Form 10-K, unless the context otherwise requires, all references to the “Company”, “our Company,” “we,” “our,” “us,” and “Castellum,” refer to Castellum, Inc., a Nevada corporation, and its wholly owned subsidiaries.
Part I
Item 1. Business
Overview
Castellum is focused on building a large, successful technology services, solutions, and products company in the areas of cybersecurity, IT, electronic warfare, information warfare, system modernization, and information operations with businesses in the defense, federal, civilian, and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). These services are applicable to customers in the United States (“U.S.”) government (“USG”), financial services, legal, and other users of large data applications. They can be delivered to on-premises enclaves or customers who rely upon cloud-based infrastructures. The Company routinely works with multiple business brokers and contacts within their business network to identify potential acquisitions. Due to our success in completing seven acquisitions since 2019 and given our executive officers’ and key managers’ networks of contacts in the IT, telecom, cybersecurity, and defense sectors, we believe that we are well positioned to continue to execute our business strategy. Because of our executive officers’ and key managers’ prior experience growing businesses organically, we believe that we are well positioned to grow our existing business via internal growth as well. The Company has developed a qualified business opportunity (the “Opportunity Pipeline”). Although there can be no assurance that the Opportunity Pipeline can be converted to revenues, the Company believes that the total value of the Opportunity Pipeline to be approximately $817 million as of December 31, 2025. The Opportunity Pipeline represents the revenue opportunity for the Company from potential future contracts obtained through organic growth from qualified customers based on the expected base year contract value plus the value of all option periods.
Our primary customers are currently agencies and departments of the USG. Our expertise and technology support national security missions and government modernization for intelligence, defense, and federal civilian customers. The demand for our expertise and technology, in large measure, is created by the increasingly complex network, systems, and information environments in which governments and businesses operate, and by the need to stay current with emerging technology while increasing productivity, enhancing security, and ultimately, improving performance.
We provide expertise and technology to enterprise and mission customers in support of national security missions and government modernization/transformation. Due to the nature of the work being executed for the USG the budgets are expected to continue to grow in support of bipartisan national security imperatives. The majority of contracted work is operational in nature and is funded on an on-going basis.
Castellum competes with many different companies, including Northrop Grumman Corporation, CACI International, Inc., Peraton, Inc., and Booz-Allen Hamilton, Inc. among others. It is common in the defense industry for work on major programs to be shared among a number of companies. A company competing to be a prime contractor may, upon ultimate award of the contract to another competitor, serve as a subcontractor to the ultimate prime contracting company. It is not unusual to compete for a contract award with a peer company and, simultaneously, perform as a supplier to or a customer of that same competitor on other contracts, or vice versa.
Our Markets
We provide our expertise and technology to our domestic and international customers in the following market areas:
•Digital Solutions. Castellum transforms how government does business. We modernize enterprise and agency-unique applications, enterprise infrastructure, and business processes to enhance productivity, security, and increase user satisfaction. We transform data into actionable intelligence through advanced analytics and visualization, enabling our customers to improve performance and operational efficiency.
•Command, Control, Communications, and Computer (“C4”) Intelligence Surveillance Reconnaissance (“C4ISR”), Cyber & Space. Castellum helps ensure information superiority by delivering multi-domain C4 technology and networks. Our software-defined, full-spectrum cyber, electronic warfare, and Counter-Unmanned Aircraft Systems solutions provide electromagnetic spectrum advantage and deliver precision
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effects against national security threats. We are at the forefront of developing policies that meet the challenges of 5G wireless communications both on and off the battlefield, millimeter wave, and the use of lasers for free space optical communications and long-range sensing. We support the development, qualification and deployment of specialty ISR sensors on military and commercial UAVs and aircraft. We independently test and/or evaluate complex ISR systems at our facilities.
•Engineering Services. Castellum provides platform integration, modernization, and sustainment; system engineering; naval architecture; training and simulation services; and logistics engineering to help our customers achieve a decisive tactical edge. We enhance platforms to improve situational awareness, mobility, interoperability, lethality, and survivability. We conduct software vulnerability analysis and harden technology to protect against malicious actors. Our platform-agnostic, mission-first approach ensures optimal performance, so our nation’s forces can overmatch our adversaries. We also specialize in Interactive Electronic Technical Manual (“IETM”) technical publication development with colorized graphics and interactive wiring diagrams with circuitry illumination.
•IT Services. Castellum amplifies efficiency with unmatched expertise and next-generation technology. We design, implement, protect, and manage secure enterprise IT solutions for the USG, state, and local agencies to optimize efficiency, enhance performance, and ensure end-user satisfaction. We implement Agile and DevSecOps methodologies supporting rapid, secure, and continuous delivery of mission-critical capabilities. We offer Risk Management Framework and Accreditation support services to obtain and maintain systems’ Authority to Operate (“ATO”).
•Mission support. Castellum specializes in planning and intelligence support for information warfare and information operations (“IW/IO”). The Company develops IW/IO plans, exercises, doctrine, and training for the Military Services and the Combatant Commands in domestic and deployed overseas locations. Our intelligence support ensures continuous advances in collection, analysis, and dissemination to optimize decision-making. Castellum also has linguists and cultural advisors who provide clients with insights into the history, media consumption, and cultural nuances of target audiences to maximize the effectiveness of communications plans and ensure mission success.
Strengths and Strategy
Extensive Sector Knowledge and Advanced Technology. We primarily offer our expertise and technology to defense, intelligence, and civilian agencies of the U.S. federal, state, and local governments. Our work for USG agencies may combine a wide range of skills drawn from our expertise and technology. For example, Castellum performs software development and virtualization of infrastructure services for the U.S. Navy. We are subject matter experts in electronic and electromagnetic warfare. We perform advanced data analytics on litigation data in support of the Department of Justice (“DOJ”).
Deep-Seated Government Relationships. To effectively perform on our existing customer contracts and secure new customer contracts with the U.S. federal, state, and local governments, we must maintain expert knowledge of agency policies, operations, and challenges. We combine this comprehensive knowledge with expertise and technology for our enterprise and mission customers. Our capabilities provide us with opportunities either to compete directly for, or to support other bidders in competition for multi-million dollar and multi-year award contracts from the U.S. federal, state, and local governments.
Complementary Product and Service Offerings. We have strategic business relationships with several companies associated with the IT and defense industry which have business objectives compatible with ours and offer complementary products and services. We continue to develop these types of relationships wherever they support our growth objectives. Some of these business relationships may lead to Castellum acquiring the teaming partner firm.
Our marketing and new business development is conducted by many of our officers and managers including the Chief Executive Officer (“CEO”), Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and General Counsel, and other key managers. We employ business development, capture, and proposal writer professionals who identify and qualify major contract opportunities, primarily in the USG market and submit bids for those opportunities.
Much of our business is won through submission of formal competitive bids. Government customers typically base their decisions regarding contract awards on their assessment of the quality of past performance, compliance with proposal requirements, price, and other factors. The terms, conditions, and form of government contract bids, however, are in most cases specified by the customer. In situations in which the customer-imposed contract type and/or terms appear to expose
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us to inappropriate risk or do not offer us a sufficient financial return, we may seek alternative arrangements or opt not to bid for the work. Essentially all contracts with the USG, and many contracts with other government entities, permit the government customer to terminate the contract at any time for the convenience of the government or for default by the contractor. None of Castellum’s subsidiaries have had contract work terminated for non-performance. Although we operate under the risk of such terminations with the potential to have a material impact on operations, they historically have not been common. Additionally, as with other government contractors, our business is subject to government customer funding decisions and actions that are beyond our control.
Our contracts and subcontracts are composed of a wide range of contract types, including firm fixed price (“FFP”), cost plus fixed fee (“CPFF”), time and materials (“T&M”), indefinite delivery/indefinite quantity (“IDIQ”), and government wide acquisition contracts (“GWACS”) such as U.S. General Services Administration (“GSA”) schedule contracts, substantially all of which are annual contracts, with options to renew. Because most government contracts renew annually, the Company does not have a material number of multi-year contracts. Typically, the prime contract will dictate the terms of the subcontracts including, among other things, the workshare percentages, mechanics of payment terms, and the process for operational management. We generated $16,987,361 (32%), $24,483,023 (55%), and $25,631,786 (57%) of our total revenues from T&M contracts in the years ended December 31, 2025, 2024, and 2023, respectively.
In the year ending December 31, 2025, the top three revenue-producing contracts, some of which consist of multiple task orders, accounted for fifty-four percent (54%) of our revenue, or $28,341,498. Each of those contracts is associated with the Company’s areas of core expertise.
•An annual contract with Naval Air Systems Command (“NAVAIR”) Naval Air Warfare Center Aircraft Division (“NAWCAD”) that contains multiple renewal options is a CPFF contract providing cyber engineering, systems engineering, design/software engineering, development, and sustainment expertise. The Company is supporting a broad portfolio of mission-critical systems that enable carrier-based and expeditionary naval aviation operations for Aircraft Launch and Recovery Equipment.
•An annual contract with Special Missions Management of On-Site Services (“MOSS”) in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions is a CPFF contract which consists of multiple Intelligence, Surveillance, Reconnaissance, and Targeting (“ISR&T”) programs. These programs include, but are not limited to, the Maritime Patrol and Reconnaissance Force Family of Systems, P-8A Research and Development, SM Platforms, Minotaur Family of Services, P-8A Increment 3, P-8A Foreign Military Sales, MQ-4C Triton Multiple Intelligence, Mobile Quick Look, ground & mission support stations, and future capabilities.
•An annual contract with Naval Sea Systems Command (“NAVSEA”) that contains multiple renewal options is a CPFF contract covering engineering and technical services for the analysis, design, prototyping, test and evaluation, integration, project management, implementation, and documentation of various C4ISR sensor systems and subsystems for the U.S. Department of Defense (“DoD”).
Some of our key initiatives include the following:
•Continue our unwavering commitment to our customers while supporting the communities in which we work and live;
•Grow organic revenue across our large, addressable market;
•Recruit and hire a world class workforce to execute on our growing backlog; and
•Differentiate ourselves through our investments, including our strategic mergers and acquisitions which allow us to enhance our current capabilities and create new customer access points.
U.S. Political, Budgetary, and Regulatory Environment
The U.S. continues to face an uncertain and evolving political, budgetary, and regulatory environment. In particular, it is difficult to predict the specific course of future defense budgets. Current and future requirements related to the conflicts in Ukraine and the Middle East, threats in the Pacific region and other security priorities, as well as the macroeconomic environment, the national debt, and other domestic priorities, among other things, in the U.S. and globally, will continue to impact our customers’ budgets, spending, and priorities. The U.S. political environment may also impact defense budgets
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and priorities, issues related to the national debt, and government spending more broadly. We anticipate that issues related to budgetary priorities and defense spending levels, the debt ceiling, and the spending caps, particularly with respect to discretionary spending, will continue to be a subject of considerable debate, with a potentially significant impact on our programs and the Company.
The majority of the U.S. federal government is currently funded through September 30, 2026 pursuant to Public Law 119-75, the Consolidated Appropriations Act, 2026 (H.R. 7148), which provides full-year appropriations for most major federal agencies, including the Department of Defense. Additional appropriations legislation enacted during fiscal year 2026 provided full-year funding for other federal agencies; however, the Department of Homeland Security (“DHS”) received only temporary funding through February 13, 2026 under a continuing resolution, resulting in a partial federal government shutdown beginning February 14, 2026. The Company currently does not maintain contracts with DHS.
The Presidential Administration (the “Administration”) has issued numerous executive orders affecting federal acquisition and defense procurement policies, including initiatives to modernize the Federal Acquisition Regulation (“FAR”), reform defense acquisition processes, and address contractor performance, production investment, and related incentive structures. Certain executive orders remain subject to legal challenges, and the scope and timing of implementation remain uncertain. Changes in executive policy, regulatory requirements, federal budget priorities, debt ceiling actions, or broader geopolitical and economic conditions could create a more challenging or costly operating environment and may materially impact defense spending generally and the Company’s programs specifically.
Acquisition Strategy
Castellum seeks acquisitions which fit one or more of the following criteria: (1) expands our capability in existing areas of expertise such as cybersecurity and electronic warfare; (2) broadens the scope of clients Castellum serves such as adding a new service branch or new government agency; (3) increases the scale of our business in existing areas to generate better operating profit margins and reduce the Company's fully burdened cost of labor, including direct and indirect costs or (i.e., the wrap rate); (4) increases the geographic footprint of Castellum in order to offer more capability to existing or new clients; (5) adds a new product or solution to our offerings; (6) adds technological capability in new areas which we believe are high growth potential; and (7) fills a need within Castellum to be able to serve current customers such as adding a prime contract vehicle or the capability to win new prime contract vehicles. In all cases, Castellum seeks acquisitions which are immediately accretive on revenue, earnings before interest, depreciation, and amortization (“EBITDA”) and net income per share bases, as well as positive from a net present value perspective and which fit the culture of Castellum.
Customers
We provide expertise and technology to defense, intelligence, and civilian agencies of the U.S. federal, state, and local governments. Our clients call us to work on their hardest problems by providing innovative, intelligent, and agile cloud-ready capabilities across the DoD Information Network Operations, Electromagnetic Warfare, Cyberspace Operations, Intelligence, and Information Dominance community. We specialize in intelligence analysis, software development, software engineering, turnkey system development, program management, strategic and mission planning, information assurance, cybersecurity, and policy along with analysis support.
Our government clients include cabinet-level departments of the USG, U.S. Army, U.S. Navy, U.S. Marine Corp, Special Operations, as well as other federal and civilian agencies. We also serve state and local agencies and commercial clients, working to solve their hardest and most sophisticated cyber challenges.
Contract Backlog
We define backlog to include the following three components:
•Funded Backlog. Funded backlog represents the revenue value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.
•Unfunded Backlog. Unfunded backlog represents the revenue value of orders (including optional orders) for services under existing contracts for which funding has not been appropriated or otherwise authorized.
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•Priced Options. Priced contract options represent 100% of the revenue value of all future contract option periods under existing contracts that may be exercised at our clients’ option and for which funding has not been appropriated or otherwise authorized.
Our backlog does not include (1) contracts that have been awarded but are currently under protest and (2) any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.
We cannot predict with any certainty the portion of our backlog that we expect to recognize as revenue in any future period and we cannot guarantee that we will recognize any revenue from our backlog. The primary risks that could affect our ability to recognize such revenue on a timely basis or at all are: program schedule changes, contract modifications, and our ability to assimilate and deploy new consulting staff against funded backlog; cost-cutting initiatives and other efforts to reduce USG spending, which could reduce or delay funding for orders for services; and delayed funding of our contracts due to delays in the completion of the USG's budgeting process and the use of a CR by the USG to fund its operations. The amount of our funded backlog is also subject to change, due to, among other factors: changes in U.S. Congressional appropriations that reflect changes in USG policies or priorities resulting from various military, political, economic, or international developments; changes in the use of USG contracting vehicles, and the provisions therein used to procure our services and adjustments to the scope of services, or cancellation of contracts, by the USG at any time. In our recent experience, none of the following additional risks have had a material negative effect on our ability to realize revenue from our funded backlog: the unilateral right of the USG to cancel multi-year contracts and related orders or to terminate existing contracts for convenience or default; in the case of unfunded backlog, the potential that funding will not be made available; and, in the case of priced options, the risk that our clients will not exercise their options.
In addition, contract backlog excludes orders under contracts for which the period of performance has expired, and we may not recognize revenue on the funded backlog that includes such orders due to, among other reasons, the tardy submission of invoices by our subcontractors and the expiration of the relevant appropriated funding in accordance with a predetermined expiration date such as the end of the USG's fiscal year.
We expect to recognize revenue from a substantial portion of funded backlog within the next 24 months. However, given the uncertainties discussed above, as well as the risks described in U.S. Political, Budgetary, and Regulatory Environment, we can give no assurance that we will be able to convert our backlog into revenue in any particular period, if at all.
Competition
We operate in a highly competitive industry that includes many entities, some of which are larger in size and have greater financial resources than we have. We know of no single competitor that is dominant in our fields of technology. Key characteristics of our industry include long operating cycles and intense competition, which is evident through the number of competitors bidding on program opportunities and the number of competitor protests of USG procurement awards. We have a small share of the addressable market for our solutions and services and intend to achieve growth and increase market share both organically and through strategic acquisitions.
Research and Development
The Company from time to time engages in research and development relative to its service offerings; however, the amounts expended for such efforts are not material to our financial statements.
Intellectual Property
The Company currently has no patents or trademarks that it believes to be material to the business. The Company does have significant intellectual property in the form of our highly educated and trained workforce which provides us with technical expertise and an enhanced ability to win “re-compete” business.
Regulation
As a contractor to the USG, as well as state and local governments, we are heavily regulated in most fields in which we operate. We deal with numerous USG agencies and entities, and when working with these and other entities, we must comply with and are affected by unique laws and regulations relating to the formation, administration, and performance of government contracts. Some significant laws and regulations that affect us include the following:
•the FAR and agency regulations supplemental to FAR, which regulate the formation, administration, and performance of USG contracts;
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•the False Claims Act, which imposes civil and criminal liability for violations, including substantial monetary penalties for, among other things, presenting false or fraudulent claims for payments or approval;
•the False Statements Act, which imposes civil and criminal liability for making false statements to the USG;
•the Truthful Cost or Pricing Data Statute (formerly known as the “Truth in Negotiations Act”), which requires certification and disclosure of cost and pricing data in connection with the negotiation of certain contracts, modifications, or task orders;
•the Procurement Integrity Act, which regulates access to competitor bid and proposal information and certain internal government procurement sensitive information, and our ability to provide compensation to certain former government procurement officials;
•laws and regulations restricting the ability of a contractor to provide gifts or gratuities to employees of the USG;
•post-government employment laws and regulations, which restrict the ability of a contractor to recruit and hire current employees of the USG and deploy former employees of the USG;
•laws, regulations, and executive orders restricting the handling, use, and dissemination of information classified for national security purposes or determined to be “controlled unclassified information” or “for official use only,” and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work;
•laws, regulations, and executive orders regulating the handling, use, and dissemination of personally identifiable information in the course of performing a USG contract;
•laws, regulations, and executive orders governing organizational conflicts of interest that may restrict our ability to compete for certain USG contracts because of the work that we currently perform for the USG or may require that we take measures such as firewalling off certain employees or restricting their future work activities due to the current work that they perform under a USG contract;
•laws, regulations, and executive orders that impose requirements on us to ensure compliance with requirements and protect the government from risks related to our supply chain, including compliance with Cybersecurity Maturity Model Certification (“CMMC”);
•laws, regulations, and mandatory contract provisions providing protections to employees or subcontractors seeking to report alleged fraud, waste, and abuse related to a government contract;
•the National Industrial Security Operating Manual and other laws and regulations concerning the maintenance of a facility security clearance and the safeguarding of classified materials;
•the Contractor Business Systems rule, with authorizes DoD agencies to withhold a portion of our payments if we are determined to have a significant deficiency in our accounting, cost estimating, purchasing, earned value management, material management and accounting, and/or property management system; and
•the Cost Accounting Standards and Cost Principles, which impose accounting and allowability requirements that govern our right to reimbursement under certain cost-based USG contracts and require consistency of accounting practices over time.
Given the magnitude of our revenue derived from contracts with the DoD, the Defense Contract Audit Agency (“DCAA”) is our relevant government audit agency. The DCAA audits the adequacy of our internal control systems and policies including, among other areas, compensation. The Defense Contract Management Agency (“DCMA”) as our relevant government contract management agency, may determine that a portion of our employee compensation is unallowable based on the findings and recommendations in the DCAA’s audits. In addition, the DCMA directly reviews the adequacy of certain other business systems, such as our purchasing system. We are also subject to audit by Inspectors General of other USG agencies.
The USG may revise its procurement practices or adopt new contract rules and regulations at any time. Internationally, we are subject to special USG laws and regulations (such as The Foreign Corrupt Practices Act of 1977 (the “FCPA”)), local government regulations and procurement policies and practices, including regulations relating to import-export control,
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investments, exchange controls, and repatriation of earnings, as well as varying currency, political, and economic risks. To ensure CMMC compliance, the Company has a senior executive on its management team whose responsibilities includes preparing the Company for CMMC certification.
USG contracts are, by their terms, subject to termination by the USG either for convenience or default by the contractor. In addition, USG contracts are conditioned upon the continuing availability of U.S. Congressional appropriations. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract performance could take many years. As is common in the industry, we are subject to business risk, including changes in governmental appropriations, national defense policies, service modernization plans, and availability of funds. Any of these factors could materially adversely affect our business with the USG in the future.
The USG has a broad range of actions it can utilize to enforce its procurement law and policies. These include proposing a contractor, certain of its operations, or individual employees for debarment; or, suspending or debarring a contractor, certain of its operations or individual employees from future government business. In addition to criminal, civil, and administrative actions by the USG, under the False Claims Act, an individual alleging fraud related to payments under a USG contract or program may file a qui tam lawsuit on behalf of the government against us; if successful in obtaining a judgment or settlement, the individual filing the suit may receive up to thirty percent (30%) of the amount recovered by the government.
See “Part I, Item 1A, Risk Factors.” We generate substantially all of our revenue from contracts with the U.S. federal, state, and local governments which are subject to a number of challenges and risks that may adversely impact our business, prospects, financial condition, and operating results.
Human Capital Resources
Our employees are our most valuable resource. We are in continuing competition for highly skilled professionals in virtually all of our market areas. The success and growth of our business are significantly correlated with our ability to recruit, train, promote, and retain high quality people at all levels of the organization. As of December 31, 2025, we employed 244 full and part-time employees with fifty-eight percent (58%) of our employees holding degrees in science, technology, engineering, or mathematics fields, twenty percent (20%) holding advanced degrees, and ninety-seven percent (97%) of our employees holding security clearances. We also retain nine independent contractors. We have never had a work stoppage, and none of our employees is represented by a labor organization or under any collective bargaining arrangements. We consider our employee relations to be good. All employees are subject to contractual agreements that specify requirements on confidentiality and restrictions on working for competitors, as well as other standard matters.
Castellum considers employee benefits to be a critical component of its human capital strategy and its ability to attract, retain, and motivate highly qualified personnel in a competitive labor market. The Company offers a comprehensive benefits program, including a 401(k) retirement plan with employer matching contributions and a suite of fully insured health and welfare benefits. Management believes these programs promote employee engagement, support workforce stability, and contribute to operational effectiveness. The Company periodically reviews its benefits offerings to ensure they remain competitive and aligned with employee needs and industry practices.
Available Information
Our principal executive offices are located at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182. Our telephone number is (703) 752-6157 and our website address is www.castellumus.com.
We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference into this Form 10-K.
Throughout this Form 10-K, we incorporate by reference information from parts of other documents filed with the U.S. Securities and Exchange Commission (“SEC”). The SEC allows us to disclose important information by referring to it in this manner.
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements for our annual stockholders’ meetings and amendments to those reports are available free of charge on our website www.castellumus.com/investor-relations.html, as soon as reasonably practical after we electronically file the material with, or furnish it to, the SEC. In addition, copies of our annual report will be made available, free of charge, upon written
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request. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements, and other information regarding SEC registrants, including Castellum.
Item 1A. Risk Factors
A description of some of the most important risks and uncertainties associated with our business is set forth below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Form 10-K, including our audited consolidated financial statements and related notes included in “Part II, Item 8, Financial Statements” and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in Part II, Item 7. The occurrence of any of the events or developments described below could materially and adversely affect our business, financial condition, results of operations, and growth prospects. In such an event, the market price of our common stock could decline, and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently believe are not material may also impair our business, financial condition, results of operations, and growth prospects.
Risks Related to our Business, Industry and Operations
We lack a long-term operating history on which to evaluate our consolidated business and determine if we will be able to execute our business plan, and we can give no assurance that our operations will result in sustained profitability.
We are focused on building a large, successful technology company in the areas of IT, electronic warfare, information warfare, and cybersecurity with businesses in the governmental and commercial markets. Since November 2019, we have executed our business plan and completed seven acquisitions. As a result, we have a limited operating history on a consolidated basis to evaluate our business and prospects. Our business operations are subject to numerous risks, uncertainties, expenses, and difficulties associated with early-stage enterprises. You should consider an investment in our Company in light of these risks, uncertainties, expenses, and difficulties. Such risks include:
•limited operating history at our current scale;
•our ability to raise capital to develop our business and fund our operations;
•our ability to anticipate and adapt to developing markets;
•acceptance by our customers;
•limited marketing experience;
•competition from competitors with substantially greater financial resources and assets; and
•the ability to identify, attract, and retain qualified personnel.
Because we are subject to these risks, and the other risks outlined below, you may have a difficult time evaluating our business and your investment in our Company.
We have historically suffered net losses, and we may not be able to sustain profitability.
We had an accumulated deficit of $56,588,218 as of December 31, 2025, and we expect to continue to generate a net loss in the year ending December 31, 2025. As a result, we are incurring net losses, and it is possible that we may not be able to achieve the revenue levels necessary to achieve and sustain net profitability. If we fail to generate sufficient revenues to operate profitably on a consistent basis, or if we are unable to fund our continuing losses, you could lose all or part of your investment.
We rely upon a few, select key employees who are instrumental to our ability to conduct and grow our business. In the event any of those key employees would no longer be affiliated with the Company, and we did not replace them with equally capable replacements, it may have a material detrimental impact on our ability to successfully operate our business.
Our future success will depend in large part on our ability to attract, retain, and motivate high-quality management, operations, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors. The loss of qualified executives and key employees, or our inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business, may harm our operating results and impair our ability to grow.
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Effective July 1, 2024, Glen R. Ives, the Company’s former chief operating officer (“COO”), was appointed as President and CEO, after which, on September 1, 2024, Andrew L. Merriman was promoted to COO. Tammy L. Martin was appointed to serve as our General Counsel (“GC”) effective January 1, 2026. We depend on the continued services of our key personnel, including our CEO, CFO (David T. Bell), COO, and GC. Our work with each of these key personnel is subject to changes and/or termination, and our inability to effectively retain the services of our key management personnel could materially and adversely affect our operating results and future prospects.
We may have difficulty raising additional capital, which could deprive us of necessary resources.
We expect to continue to devote significant capital resources to fund our acquisition strategy. To support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of public or private debt, equity financing, or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets and the market price of our common stock. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock. If we are unable to raise additional capital to implement our business plan it could have a material adverse effect on our financial condition, business prospects, and operations, and the value of an investment in our Company.
You may experience dilution, subordination of stockholder rights, preferences, and privileges, and decrease in market price of our common stock as a result of our financing efforts.
Any future equity financing may involve substantial dilution to our then existing stockholders. Any future debt financing could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. There can be no assurance that such additional capital will be available, on a timely basis, or on terms acceptable to us. If we are unsuccessful in raising additional capital or the terms of raising such capital are unacceptable, then we may have to modify our business plan and/or curtail our planned activities and other operations.
Sales of a substantial number of shares of our common stock in the public market could adversely affect the market price of our common stock. We may issue substantial amounts of common stock in the future, which would dilute the percentage ownership held by the investors who purchase shares of our common stock in any such offering. Additionally, we have certain potential dilutive instruments, of which the conversion of these instruments could result in dilution to stockholders: As of March 6, 2026 the maximum potential dilution is 19,950,231 shares and includes Series A preferred stock convertible into approximately 587,500 shares of common stock, Series C preferred stock convertible into 356,250 shares of common stock, options granted exercisable into 13,352,500 shares of common stock, and warrants granted exercisable into 5,653,981 shares of common stock.
Failure to effectively manage any future growth could place strains on our managerial, operational, and financial resources and could adversely affect our business and operating results.
Our expected growth could place a strain on our managerial, operational, and financial resources. Further, if our subsidiaries’ businesses grow, then we will be required to manage multiple relationships. Any further growth by us or our subsidiaries, or any increase in the number of our strategic relationships, will increase the strain on our managerial, operational, and financial resources. This strain may inhibit our ability to achieve the rapid execution necessary to implement our business plan and could have a material adverse effect on our financial condition, business prospects, and operations, and the value of an investment in our Company.
We generate substantially all of our revenue from contracts with the U.S. federal, state, and local governments which are subject to a number of challenges and risks that may adversely impact our business, prospects, financial condition, and operating results.
Sales to U.S. federal, state, and local governmental agencies have in the past accounted for, and may in the future account for, substantially all of our revenue. Sales to such government entities are subject to the following risks:
•selling to governmental agencies can be highly competitive, expensive, and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale. Our existing contracts typically expire after some period of time and must be “re-competed.” There is no guarantee that we will win such re-compete efforts;
•government certification requirements applicable to our service may change and in doing so restrict our ability to sell into the USG sector until we have attained the revised certification;
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•government demand and payment for our services may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our products and services;
•governments can generally terminate our contracts “for convenience”, meaning we could lose part or all of our revenue on short notice;
•governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our services, which would adversely impact our revenue and results of operations, or institute fines or civil or criminal liability if the audit uncovers improper or illegal activities; and
•when we are a subcontractor, we have less control over the execution and success of the contract with the government.
If we were suspended or debarred from contracting with the USG, if our reputation or relationship with government agencies was impaired, or if the government otherwise ceased doing business with us or significantly decreased the amount of business it does with us, our business, prospects, financial condition, and operating results would be materially and adversely affected.
We operate in an industry that is highly regulated and unexpected changes in laws could have a significant adverse impact on our business.
As a contractor to the USG, as well as state and local governments, we are heavily regulated in most fields in which we operate. We deal with numerous USG agencies and entities, and when working with these and other entities, we must comply with and are affected by unique laws and regulations relating to the formation, administration, and performance of government contracts. Some significant laws and regulations that affect us include the following:
•the FAR, and agency regulations supplemental to FAR, which regulate the formation, administration, and performance of USG contracts;
•the False Statements Act, which imposes civil and criminal liability for making false statements to the USG;
•the Truthful Cost or Pricing Data Statute (formerly known as the “Truth in Negotiations Act”), which requires certification and disclosure of cost and pricing data in connection with the negotiation of certain contracts, modifications, or task orders;
•the Procurement Integrity Act, which regulates access to competitor bid and proposal information and certain internal government procurement sensitive information, and our ability to provide compensation to certain former government procurement officials;
•laws and regulations restricting the ability of a contractor to provide gifts or gratuities to employees of the USG, including the FCPA which prohibits U.S. citizens and entities from bribing foreign government officials to benefit their business interests;
•post-government employment laws and regulations, which restrict the ability of a contractor to recruit and hire current employees of the USG and deploy former employees of the USG;
•laws, regulations, and executive orders restricting the handling, use, and dissemination of information classified for national security purposes or determined to be “controlled unclassified information” or “for official use only,” and the export of certain products, services, and technical data, including requirements regarding any applicable licensing of our employees involved in such work;
•laws, regulations, and executive orders regulating the handling, use, and dissemination of personally identifiable information in the course of performing a USG contract;
•laws, regulations, and executive orders governing organizational conflicts of interest that may restrict our ability to compete for certain USG contracts because of the work that we currently perform for the USG or may require that we take measures such as firewalling off certain employees or restricting their future work activities due to the current work that they perform under a USG contract;
•laws, regulations, and executive orders that impose requirements on us to ensure compliance with requirements and protect the USG from risks related to our supply chain such as compliance with CMMC;
•laws, regulations, and mandatory contract provisions providing protections to employees or subcontractors seeking to report alleged fraud, waste, and abuse related to a USG contract;
•the Contractor Business Systems rule, which authorizes DoD agencies to withhold a portion of our payments if we are determined to have a significant deficiency in our accounting, cost estimating, purchasing, earned value management, material management and accounting, and/or property management system; and
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•the Cost Accounting Standards and Cost Principles, which impose accounting and allowability requirements that govern our right to reimbursement under certain cost-based USG contracts and require consistency of accounting practices over time.
Given the magnitude of our revenue derived from contracts with the DoD, the DCAA is our relevant government audit agency. The DCAA audits the adequacy of our internal control systems and policies including, among other areas, compensation. The DCMA, as our relevant government contract management agency, may determine that a portion of our employee compensation is unallowable based on the findings and recommendations in the DCAA’s audits. In addition, the DCMA directly reviews the adequacy of certain other business systems, such as our purchasing system. We are also subject to audit by Inspectors General of other USG agencies.
The USG may revise its procurement practices or adopt new contract rules and regulations at any time. When operating outside the U.S., we are subject to special USG laws and regulations (such as the FCPA), local government regulations and procurement policies and practices, including regulations relating to import-export control, investments, exchange controls, and repatriation of earnings, as well as varying currency, political, and economic risks.
USG contracts are, by the terms, subject to termination by the USG either for convenience or default by the contractor. In addition, USG contracts are conditioned upon the continuing availability of Congressional appropriations. Congress usually appropriates funds for a given program on a September 30 fiscal year basis, even though contract performance could take many years. As is common in the industry, our Company is subject to business risk, including changes in governmental appropriations, national defense policies, service modernizations plans, military base reductions and closures, and availability of funds. Any of these factors could materially adversely affect our Company's business with the USG in the future.
The USG has a broad range of actions it can instigate to enforce its procurement law and policies. These include proposing a contractor, certain of its operations or individual employees for debarment or suspending or debarring a contractor, certain of its operations or individual employees from future government business. In addition to criminal, civil, and administrative actions by the USG, under The False Claims Act, an individual alleging fraud related to payments under a USG contract or program may file a qui tam lawsuit on behalf of the government against us; if successful in obtaining a judgment or settlement, the individual filing the suit may receive up to 30% of the amount recovered by the government. If we are subject to an enforcement action by the USG, it could materially and adversely affect our results of operations.
USG contracts contain numerous provisions that are unfavorable to us.
USG contracts contain provisions and are subject to laws and regulations that give the government rights and remedies, some of which are not typically found in commercial contracts, including allowing the government to:
•cancel multi-year contracts and related orders if funds for contract performance for any subsequent year become unavailable;
•claim rights in systems and software developed by us;
•suspend or debar us from doing business with the USG or with a governmental agency;
•impose fines and penalties and subject us to criminal prosecution; and
•control or prohibit the export of our data technology or proprietary service solutions.
If the government terminates a contract for convenience, we may recover only our incurred or committed costs, settlement expenses, and profit on work completed prior to the termination. If the government terminates a contract for default, we may be unable to recover even those amounts and instead may be liable for excess costs incurred by the government in procuring undelivered items and services from another source. Depending on the value of a contract, such termination could cause our actual results to differ materially and adversely from those anticipated. Certain contracts also contain organizational conflicts of interest (“OCI”) clauses that limit our ability to compete for or perform certain other contracts. OCIs arise any time we engage in activities that (i) make us unable or potentially unable to render impartial assistance or advice to the government; (ii) impair or might impair our objectivity in performing contract work; or (iii) provide us with an unfair competitive advantage. Depending upon the value of the matters affected, an OCI issue that precludes our participation in or performance of a program or contract could cause our actual results to differ materially and adversely from those anticipated.
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If we are unable to maintain successful relationships with our teaming partners, our ability to market, sell, and distribute our services will be limited, and our business, financial position, and results of operations will be harmed.
We expect that sales through teaming partners will continue to be a significant percentage of our revenue. Our agreements with our teaming partners are generally non-exclusive, meaning our teaming partners may offer customers services from several different companies, including services that compete with ours. The loss of a substantial number of our teaming partners, our possible inability to replace them, or the failure to recruit additional teaming partners could materially and adversely affect our results of operations.
We are exposed to the credit risk of some of our teaming partners, which could result in material losses.
Most of our sales for work performed for the USG are through our teaming partners and are on an open credit basis. We cannot assure an investor these programs will be effective in reducing our credit risks. If we are unable to adequately control these risks, our business, results of operations, and financial condition could be harmed.
Our business could be adversely affected by significant delays or reductions in appropriations for our programs or USG funding more broadly, including a prolonged continuing resolution, government shutdown, or breach of the debt ceiling, as well as the imposition by the USG of sequestration in the absence of an approved budget or CR.
USG programs are subject to annual congressional budget authorization and appropriation processes. For many programs, Congress appropriates funds annually even though the program performance period may extend over several years. Programs are often partially funded initially, with additional funds committed only as Congress makes further appropriations. Because we derive substantially all of our revenue from contracts with the federal, state, and local governments, we believe that the success and development of our business will continue to depend on our successful participation in federal, state, and local contract programs. Since the majority of our revenue comes from the USG, changes in USG budgetary priorities, such as for homeland security or to address Social Security or Medicare reform, or actions taken to address government budget deficits, the national debt, and/or prevailing economic conditions, could directly affect our financial performance.
When we or our subcontractors incur costs in excess of funds obligated on a contract, we are generally at risk for reimbursement unless and until additional funds are obligated to the contract. We cannot predict what funding will ultimately be approved for individual programs. In addition, pressures on, as well as laws and plans relating to the federal budget, potential changes in priorities and defense spending, the timing and substance of the appropriations process, use of continuing resolutions, and the federal debt limit (including a breach of the federal debt ceiling), could adversely affect the amount and timing of funding for individual programs and delay purchasing or payments by our customers.
The U.S. continues to face a changing geopolitical environment, along with substantial fiscal, economic, and security challenges, which affect funding and budgetary priorities. The budget and macroeconomic environment, global security environment, political instability, and uncertainty surrounding the appropriations processes and the debt ceiling, remain significant short and long-term risks. See “U.S. Political, Budgetary, and Regulatory Environment” in MD&A. In addition, high deficit levels and high debt servicing costs could drive cuts to federal spending. Considerable uncertainty exists regarding how future budget and program decisions will unfold. If annual appropriations bills are not timely enacted, the USG may continue to operate under a CR, (potentially of extended duration), restricting new contract or program starts, presenting resource allocation challenges and placing limitations on budgets.
We also may face a prolonged government shutdown that could lead to program cancellations, disruptions and/or stop work orders and could limit the USG’s ability to progress programs and make timely payments. A prolonged shutdown could limit our ability to perform on our contracts and successfully compete for new work. If the statutory debt limit is not increased adequately, we could be obligated to work without receiving timely payments, and a prolonged breach could have far-reaching adverse consequences.
If the USG imposes sequestration in the absence of an approved budget or CR, our participation in USG contract programs could be impaired. A significant decline in USG expenditures, a shift of expenditures away from programs that we support, or a change in USG contracting policies could cause USG agencies to reduce their purchases under contracts, to exercise their right to terminate contracts at any time without penalty or not to exercise options to renew contracts.
At times, we may continue to work without funding, and use our own internal funds to meet our customer’s desired delivery dates for products or services. It is uncertain at this time which of our programs’ funding could be reduced in future years or whether new legislation will be passed by Congress in the next fiscal year that could result in additional or alternative funding cuts.
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If we fail to establish and maintain important relationships with government entities and agencies, our ability to successfully bid for new business may be adversely affected.
To facilitate our ability to prepare bids for new business, we rely in part on establishing and maintaining relationships with officials of various government entities and agencies. These relationships enable us to provide informal input and advice to government entities and agencies prior to the development of a formal bid. We may be unable to successfully maintain our relationships with government entities and agencies, and any failure to do so may adversely affect our ability to bid successfully for new business and could cause our actual results to differ materially and adversely from those anticipated.
We derive significant revenue from contracts and task orders awarded through a competitive bidding process. If we are unable to consistently win new awards over any extended period, our business and prospects will be adversely affected.
Our contracts and task orders with the USG are typically awarded through a competitive bidding process. We expect that much of that business we will seek in the foreseeable future will continue to be awarded through competitive bidding. Budgetary pressures and changes in the procurement process have caused many government customers to increasingly purchase goods and services through IDIQ contracts, GSA schedule contracts, and other GWACs. These contracts, some of which are awarded to multiple contractors, have increased competition and pricing pressure, requiring that we make sustained post-award efforts to realize revenue under each such contract.
This competitive bidding process presents a number of risks, including the following:
•we bid on programs before the completion of their design, which may result in unforeseen technological difficulties and cost overruns;
•we expend substantial cost and managerial time and efforts to prepare bids and proposals for contracts that we may not win;
•we may be unable to estimate accurately the resources and cost structure that will be required to service any contract we win; and
•we may encounter expense and delay if our competitors protest or challenge awards or contracts to us in competitive bidding, and any such protest or challenge could result in the resubmission of bids on modified specifications, or in termination, reduction, or modification of the awarded contract.
If we are unable to win particular contracts we may be prevented from providing services to customers that are purchased under those contracts for a number of years. If we are unable to consistently win new contract awards over any extended period, our business and prospects will be adversely affected and that could cause our actual results to differ materially and adversely from those anticipated. If we are unable to win prime contracts, or acquire companies with prime contract vehicles, our business and prospects will be adversely affected. In addition, upon the expiration of a contract, if the customer requires further services of the type provided by the contract, there is frequently a competitive rebidding process. There can be no assurance that we will win any particular bid, or that we will be able to replace business lost upon expiration or completion of a contract and the termination or non-renewal of any of our significant contracts could cause our actual results to differ materially and adversely from those anticipated.
Our business may suffer if we or our employees are unable to obtain the security clearances or other qualifications needed to perform services for our customers.
Many of our USG contracts require us to have security clearances and employ personnel with specified levels of education, work experience, and security clearances. Depending on the level of clearance, security clearances can be difficult and time-consuming to obtain. If we or our employees lose or are unable to obtain necessary security clearances, we may not be able to win new business and our existing customers could terminate their contracts with us or decide not to renew them. To the extent we cannot obtain or maintain the required security clearances for our employees working on a particular contract, we may not generate the revenue anticipated from the contract which could cause our results to differ materially and adversely from those anticipated.
If our prime contractors fail to maintain their relationships with the applicable governmental agency and fulfill their contractual obligations, our performance as a subcontractor and our ability to obtain future business could be materially and adversely impacted and our actual results could differ materially and adversely from those anticipated.
Our performance as a subcontractor on a government contract is dependent on our prime contractor’s ability to satisfactorily maintain its relationship with the applicable government agency and fulfill its obligations under their contract.
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A failure by our prime contractor to fulfill its obligations under their contract could result in the termination of the prime contract, thereby resulting in the termination of our subcontract. If any significant subcontract is terminated in this manner, it could cause our actual results to differ materially and adversely from those anticipated.
The USG’s appropriation process and other factors may delay the collection of our receivables, and our business may be adversely affected if we cannot collect our receivables in a timely manner.
We depend on the timely collections of our receivables to generate cash flow, provide working capital, pay debt, and continue our business operations. If the USG or any of our other customers or any prime contractors for which we are a subcontractor fail to pay or delays the payment of their outstanding invoices for any reason, our business and financial condition may be materially and adversely affected. The USG may fail to pay outstanding invoices for a number of reasons, including lack of appropriated funds, administrative error, or lack of an approved budget. If we experience difficulties collecting receivables, it could cause our actual results to differ materially and adversely from those anticipated.
The USG may change its procurement or other practices in a manner adverse to us.
The USG may change its procurement practices or adopt new contracting rules and regulations, such as those related to cost accounting standards. It could also adopt new contracting methods relating to GSA contracts or other government-wide contracts, adopt new socio-economic requirements, or change the basis upon which it reimburses our compensation and other expenses or otherwise limit such reimbursements. In all such cases, there is uncertainty surrounding the changes and what actual impacts they may have on contractors. These changes could impair our ability to obtain new contracts or win re-competed contracts or adversely affect our future profit margin. Any new contracting methods could be costly or administratively difficult for us to satisfy and, as a result, could cause actual results to differ materially and adversely from those anticipated.
Our contracts and administrative processes and systems are subject to audits and cost adjustments by the USG, which could reduce our revenue, disrupt our business, or otherwise adversely affect our operating results.
USG agencies routinely audit and investigate government contracts and government contractors’ administrative processes and systems. These agencies review our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations, and standards. They also evaluate the adequacy of internal controls over our business systems, including our purchasing, accounting, estimating, earned value management, and government property systems. Any costs found to be improperly allocated or assigned to contracts will not be reimbursed, and any such costs already reimbursed must be refunded and certain penalties may be imposed. Moreover, if any of the administrative processes and systems are found not to comply with requirements, we may be subjected to increased government scrutiny and approval that could delay or otherwise adversely affect our ability to compete for or perform contracts or collect our revenue in a timely manner. Therefore, an unfavorable outcome of an audit by the DCAA or another government agency could cause actual results to differ materially and adversely from those anticipated. If a government investigation uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeitures of profits, suspension of payments, fines, and suspension or debarment from doing business with the USG. In addition, we could suffer serious reputational harm if allegations of impropriety were made against us. Each of these results could cause actual results to differ materially and adversely from those anticipated.
We may not receive the full amounts authorized under the contracts included in our backlog, which could reduce our revenue in future periods below the levels anticipated.
Our total backlog consists of funded and unfunded amounts. Funded backlog represents contract value from funds appropriated by Congress and obligated by the customer which is expected to be recognized as revenue. Unfunded backlog represents the sum of the unappropriated contract value on executed contracts and unexercised option years that is expected to be recognized as revenue. The primary risks that could affect our ability to recognize revenue from backlog on a timely basis or at all are: program schedule changes, contract modifications, and our ability to assimilate and deploy new consulting staff against funded backlog; cost-cutting initiatives and other efforts to reduce USG spending, which could reduce or delay funding for orders for services; and delayed funding of our contracts due to delays in the completion of the USG's budgeting process and the use of CRs by the USG to fund its operations. The amount of our funded backlog is also subject to change, due to, among other factors: changes in congressional appropriations that reflect changes in USG policies or priorities resulting from various military, political, economic, or international developments; changes in the use of USG contracting vehicles, and the provisions therein used to procure our services and adjustments to the scope of services, or cancellation of contracts, by the USG at any time. In addition, contract backlog includes orders under contracts for which the period of performance has expired, and we may not recognize revenue on the funded backlog that includes
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such orders due to, among other reasons, the tardy submission of invoices by our subcontractors and the expiration of the relevant appropriated funding in accordance with a predetermined expiration date such as the end of the USG's fiscal year. Our backlog may not result in actual revenue in any particular period, or at all, which could cause our actual results to differ materially and adversely from those anticipated.
Without additional Congressional appropriations, some of the contracts included in our backlog will remain unfunded, which could materially and adversely affect our future operating results.
Many of our USG contracts include multi-year performance periods in which Congress appropriates funds on an annual basis. A majority of our contracts are only partially funded at any point during their full performance period and unfunded contract work is subject to future appropriations by Congress. As a result of a lack of appropriated funds or efforts to reduce USG spending, our backlog may not result in revenue or may be delayed. If our backlog estimate is inaccurate and we fail to realize those amounts as revenue, our future operating results could be materially and adversely affected.
Employee misconduct, including security breaches, could result in the loss of customers and our suspension or debarment from contracting with the USG.
We may be unable to prevent our employees from engaging in misconduct, fraud, or other improper activities that could adversely affect our business and reputation. Misconduct could include the failure to comply with USG procurement regulations, regulations regarding the protection of classified information, and legislation regarding the pricing of labor and other costs in government contracts. Many of the systems we work on involve managing and protecting information involved in national security and other sensitive government functions. A security breach in one of these systems could prevent us from having access to such critically sensitive systems. Other examples of employee misconduct could include timecard fraud and violations of the Anti-Kickback Act of 1986. The precautions we take to prevent and detect this activity may not be effective, and we could face unknown risks or losses. As a result of employee misconduct, we could face fines and penalties, loss of security clearance, and suspension or debarment from contracting with the USG, which could cause our actual results to differ materially and adversely from those anticipated.
We face intense competition and could fail to gain market share from our competitors, which could adversely affect our business, financial condition, and results of operations.
We obtain much of our business on the basis of proposals submitted in response to requests from potential and current customers, who may also receive proposals from other firms. The market for our products and services is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards, and frequent new product introductions and improvements. We anticipate continued challenges from current competitors, which in many cases are more established and enjoy greater resources than we do, as well as by new entrants into the industry. Non-traditional players have entered the market and have established positions related to such areas as cloud computing, cyber, satellite operations, and business systems. We also face indirect competition from certain government agencies that perform services for themselves similar to those marketed by us. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate or revenue that could adversely affect our business and results of operations.
In addition, some of our larger competitors have substantially broader product and service offerings and may be able to leverage their relationships with distribution partners and customers based on other products or services, or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, subscriptions and services, including by selling at zero or negative margins, product bundling, or offering closed technology platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of product performance or features. As a result, even if the features of our platform or the quality of our services are superior, customers may not purchase our products or services. In addition, new innovative start-up companies, and larger companies that are making significant investments in research and development, may invent similar or superior products and technologies that compete with our platform. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition, and results of operations could be adversely affected.
Systems failures may disrupt our business and have an adverse effect on our operating results.
Any systems failures, including network, software, or hardware failures, whether caused by us, a third-party service provider, unauthorized intruders and hackers, computer viruses, natural disasters, power shortages, or terrorist attacks,
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could cause loss of data or interruptions or delays in our business or that of our customers. Like other companies, we have experienced cyber security threats to our data and systems, our Company sensitive information, and our IT infrastructure, including attempted malware and computer virus attacks, unauthorized access, systems failures, and temporary disruptions. Prior attempted cyber-attacks directed at us have not had a material adverse impact on our business and financial results.
Many of the systems that we develop, integrate, maintain, otherwise support or use involve managing and protecting intelligence, national security, and other sensitive government information. A security breach or system failure in a system that we develop, integrate, maintain or otherwise support could result in a loss of revenue, remediation costs, claims for damages or contract termination and our errors and omissions liability insurance may be inadequate to compensate us from all the damages that we might incur. Any such event could also cause serious damage to our reputation and prevent us from having access to or being eligible further work on such sensitive systems for government customers.
In addition, to provide services to our customers, we often depend upon or use customer systems that are supported by the customer or third parties. Any security breach or system failure in such systems could result in an interruption of our customer’s operations, significant delays under a contract, loss of revenue, claims for damages, contract termination, and have a material adverse effect on our results of operations.
Our insurance, including for errors and omissions liability and property and business interruption, may be inadequate to compensate us for all losses that may occur as a result of any system or operational failure or disruption and, as a result, our actual results could differ materially and adversely from those anticipated.
Our failure to adequately protect our confidential information and proprietary rights may harm our competitive position.
Our success depends, in part, upon our ability to protect our proprietary information. Although our employees are subject to confidentiality obligations, this protection may be inadequate to deter misappropriation of our proprietary information. In addition, we may be unable to detect unauthorized use of our proprietary information in order to take appropriate steps to enforce our rights. If we are unable to prevent third parties from infringing or misappropriating our proprietary information, our competitive position could be harmed, and our actual results could differ materially and adversely from those anticipated.
Our annual revenue and operating results could be volatile due to the unpredictability of the USG’s budgeting process and policy priorities.
Our annual revenue and operating results may fluctuate significantly and unpredictably in the future. If the USG does not adopt, or delays adoption of, a budget for each fiscal year beginning on October 1, or fails to pass a CR, federal agencies may be forced to suspend our contracts and delay the award of new and follow-on contracts and orders due to a lack of funding. Further, the rate at which the USG procures technology may be negatively affected following changes in presidential administrations and senior government officials or by “divided government” where one political party controls the White House and another party controls Congress. Therefore, period-to-period comparisons of our operating results may not be a good indication of our future performance. Our annual operating results may not meet the expectations of securities analysts or investors, which in turn may have an adverse effect on the market price of our common stock.
We may lose money or generate less than anticipated profits if we do not accurately estimate the cost of an engagement which is conducted on a fixed-price basis.
We generated 5% of our total revenue in the year ended December 31, 2025, 6% of our total revenue in the year ended December 31, 2024, and 7% of our total revenue in the year ended December 31, 2023, from FFP contracts. FFP contracts require us to price our contracts by predicting our expenditures in advance. In addition, some of our engagements obligate us to provide ongoing maintenance and other supporting or ancillary services on a FFP basis or with limitations on our ability to increase prices. Many of our engagements are also on a T&M basis. To the extent that our actual labor costs are higher than the contract rates, our actual results could differ materially and adversely from those anticipated.
When making proposals for engagements on a FFP basis, we rely on our estimates of costs and timing for completing the projects. These estimates reflect our best judgment regarding our capability to complete the task efficiently. Any increased or unexpected costs or unanticipated delays in connection with the performance of FFP contracts, including delays caused by factors outside of our control, could make these contracts less profitable or unprofitable. If we encounter such problems in the future, our actual results could differ materially and adversely from those anticipated.
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Our earnings and margins may vary based on the mix of our contracts and programs.
As of December 31, 2025, our backlog included cost reimbursable, T&M, and FFP contracts. Cost reimbursable and T&M contracts generally have lower profit margins than FFP contracts. Our earnings and margins may, therefore, vary materially and adversely depending on the relative mix of contract types, the costs incurred in their performance, the achievement of other performance objectives and the state of performance at which the right to receive fees, particularly under incentive and award fee contracts, is finally determined.
Risks Related to our Acquisitions
We may have difficulty integrating the operations of any companies we acquire, which could cause actual results to differ materially and adversely from what we anticipated.
The success of our acquisition strategy will depend on our ability to continue to successfully integrate any businesses we may acquire in the future. The integration of these businesses into our operations may result in unforeseen operating difficulties, absorb significant management attention, and require significant financial resources that would otherwise be available for the ongoing development of our business. These integration difficulties include the integration of personnel with disparate business backgrounds, the transition of new information systems, coordination of geographically dispersed organizations, loss of key employees of acquired companies, and reconciliation of different corporate cultures. For these or other reasons, we may be unable to retain key customers of acquired companies. Moreover, any acquired business may fail to generate the revenue or net income we expected or produce the efficiencies or cost-savings we anticipated. Any of these outcomes could cause our actual results to differ materially and adversely from those anticipated.
We have substantial investments in recorded goodwill as a result of prior acquisitions and a change in future business conditions could cause these investments to become impaired, requiring substantial write-downs that would reduce our operating income.
Goodwill accounts for $10,676,834 of our recorded total assets as of December 31, 2025. We evaluate the recoverability of recorded goodwill amounts annually or more frequently, if evidence of potential impairment exists. The annual impairment test is based on several factors requiring judgment. Principally, a decrease in expected reporting unit cash flows or changes in market conditions may indicate potential impairment of recorded goodwill. If there is an impairment, we would be required to write down the recorded amount of goodwill, which would be reflected as a charge against operating income and would reduce the value of our total assets and our total equity on our balance sheet. During the third quarter of 2023, due to decline in stock price, Management determined that a triggering event occurred representing an indicator of goodwill impairment, resulting in a noncash charge of $0. No triggering events were identified during 2024 or 2025.
Risks Related to our Common Stock and Preferred Stock
Future sales or potential sales of our common stock in the public market could cause our share price to decline.
If the existing holders of our common stock sell a large number of shares, they could adversely affect the market price for our common stock. Sales of substantial amounts of our common stock in the public market, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Because we will not pay dividends on our common stock in the foreseeable future, holders of common stock will only benefit from owning common stock if it appreciates.
We have never paid cash dividends on our common stock, and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. However, the holders of our Series A preferred stock and Series C preferred stock receive cash dividends and have seniority in liquidation preference to the holders of our common stock. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.
Low Trading Price of Common Stock on the NYSE American
Our common stock was approved for listing on the NYSE American and began trading there on October 13, 2022. In the case of a company whose common stock sells for a low price per share for a substantial period of time, the NYSE American continued listing rules permit the exchange to de-list a listed company in the event it fails to effect a reverse split
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of such shares within a reasonable time after being notified that the exchange deems such action to be appropriate under the circumstances. We have not received any such notification from the NYSE American but could receive it in the future. In the event we received such a notice from the NYSE American and failed to comply within a reasonable time after receiving such notice with its request to effect a reverse stock split of our common shares, our shares of common stock could be delisted from the NYSE American.
Our failure to meet the continued listing requirements of the NYSE American could result in a delisting of our common stock and subject us to the penny stock rules.
Our common stock was approved for listing on the NYSE American and began trading there on October 13, 2022; however, if we subsequently fail to meet any of NYSE American’s continued listing requirements, our common stock may be delisted. In addition, our Board may determine that the cost of maintaining our listing on a national securities exchange outweighs the benefits of such listing. A delisting of our common stock from the NYSE American may materially impair our stockholders’ ability to buy and sell our common stock and could have an adverse effect on the market price of, and the efficiency of the trading market for, our common stock. The delisting of our common stock could significantly impair our ability to raise capital and the value of your investment. The delisting of our common stock would also subject us to the rules adopted by the SEC that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and as a result, stockholders may have difficulty selling their shares.
Although our Company does not intend to utilize the controlled company exemptions to the NYSE American corporate governance listing standards, if we are eligible to utilize the controlled company exemptions in the future, we may choose to do so. In such instance we would be exempted from, among other things, the requirements to have a board with a majority of independent members and the requirement that we have a nominating and governance committee and compensation committee that are composed entirely of independent directors and have written charters addressing the respective committee’s purpose and responsibilities. Our Company’s reliance on such exemption would likely result in a reduction in transparency to shareholders on various governance matters which could negatively impact their investment decisions.
We are an “emerging growth company” and will be able to avail ourselves of reduced disclosure requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1,235,000,000 or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of the public offering; (iii) the date on which we have issued more than $1,000,000,000 in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.
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Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our financial condition and profitability and we may take tax positions that the Internal Revenue Service or other tax authorities may contest.
We are subject to income taxes in the U.S. Significant judgments and estimates are required to be made in determining our provision for income taxes. Changes in estimates of projected future operating results, loss of deductibility of items, recapture of prior deductions, limitations on our ability to utilize tax net operating losses in the future, or changes in assumptions regarding our ability to generate future taxable income could result in significant increases to our tax expense and liabilities that could adversely affect our financial condition and profitability.
We have in the past and may in the future take tax positions that the Internal Revenue Service (“IRS”) or other tax authorities may contest. We are required by an IRS regulation to disclose particular tax positions to the IRS as part of our tax returns for that year and future years. If the IRS or other tax authority successfully contests a tax position that we take, we may be required to pay additional taxes, interest, or fines that may adversely affect our results of operations and financial position.
Anti-takeover provisions in our charter documents and Nevada law could discourage, delay, or prevent a change in control of our Company and may affect the trading price of our common stock.
We are a Nevada corporation and the anti-takeover provisions of the Nevada Revised Statutes may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. An interested stockholder is a person who, together with the affiliates and associates, beneficially owns (or within the prior two years, did beneficially own) ten percent or more of the Company’s capital stock entitled to vote. In addition, our amended and restated articles of incorporation, as amended (the “Amended and Restated Articles of Incorporation”) and amended and restated bylaws (the “Amended and Restated Bylaws”) may discourage, delay, or prevent a change in our management or control over us that stockholders may consider favorable. Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws (i) authorize the issuance of “blank check” preferred stock that could be issued by our Board of Directors (“Board”) to thwart a takeover attempt; (ii) provide that vacancies on our Board, including newly created directorships, may be filled by a majority vote of directors then in office, (iii) provide that the Board shall have the sole power to adopt, amend, or repeal the Amended and Restated Bylaws, and (iv) requires a stockholder to provide advance written notice of a stockholder proposal.
Our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws contain an exclusive forum provision, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees, or agents.
Our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide that, to the fullest extent permitted by law, and unless the Company consents in writing to the selection of an alternative forum, the Eighth Judicial District Court of Clark County, Nevada, shall, to the fullest extent permitted by law, be the sole and exclusive forum for state law claims with respect to: (a) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (b) any action asserting a claim for breach of any fiduciary duty owed by any director, officer, employee, or agent of the Company to the Company or the Company’s stockholders, (c) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or 92A or any provision of the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply, enforce, or determine the validity of the Amended and Restated Articles of Incorporation or the Amended and Restated Bylaws. Pursuant to Article IX of the Amended and Restated Articles of Incorporation and pursuant to Article XIII of the Amended and Restated Bylaws, and for the avoidance of doubt, this exclusive forum provision shall not be applicable to any action brought under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act or the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have
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notice of and consented to the provisions of Article IX of our Amended and Restated Articles of Incorporation and Article XIII of our Amended and Restated Bylaws. There exists uncertainty, however, as to whether such forum selection provisions of our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws would be enforced by a court.
The choice of forum provision in our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors, officers, employees, or agents, which may discourage such lawsuits against us and our directors, officers, employees, and agents even though an action, if successful, might benefit our stockholders. The applicable courts may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. With respect to the provision making the Eighth Judicial District Court of Clark County, Nevada the sole and exclusive forum for certain types of actions, stockholders who do bring a claim in the Eighth Judicial District Court of Clark County, Nevada could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near Nevada. Finally, if a court were to find this provision of our Amended and Restated Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could have a material adverse effect on us.
If we fail to establish and maintain an effective system of internal control or disclosure controls and procedures are not effective, we may not be able to report our financial results accurately and timely or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our common stock.
Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”), requires that we maintain internal control over financial reporting that meets applicable standards. We may err in the design or operation of our controls, and all internal control systems, no matter how well designed and operated, can provide only reasonable assurance that the objectives of the control system are met. Because there are inherent limitations in all control systems, there can be no assurance that all control issues have been or will be detected. If we are unable, or are perceived as unable, to produce reliable financial reports due to internal control deficiencies, investors could lose confidence in our reported financial information and operating results, which could result in a negative market reaction and a decrease in our stock price.
There can be no assurances that weakness in our internal controls will not occur in the future. If we identify new material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 in a timely manner, if we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting (if and when required), we may be late with the filing of our periodic reports, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. As a result of such failures, we could also become subject to investigations by the NYSE American, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation, financial condition, or divert financial and management resources from our core business and would have a material adverse effect on our business, financial condition, and results of operations.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
The Company recognizes the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.
Managing Material Risks & Integrated Overall Risk Management
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an integral part of our decision-making processes at every level. Our IT department continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.
Recognizing the complexity and evolving nature of cybersecurity threats, the Company engages with a range of external experts, including cybersecurity assessors, consultants, and auditors in evaluating and testing our critical systems. These partnerships enable us to leverage specialized knowledge and insights, ensuring our cybersecurity strategies and processes remain at the forefront of industry best practices. Our collaboration with these third parties includes periodic audits, threat assessments, and consultation on security enhancements.
Because we are aware of the risks associated with third-party service providers, the Company implements stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes quarterly assessments by our Cybersecurity Manager and on an ongoing basis by our security engineers. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third parties.
Risks from Cybersecurity Threats
Governance
The Board is acutely aware of the critical nature of managing risks associated with cybersecurity threats. The Board has established oversight mechanisms to ensure effective governance in managing risks associated with cybersecurity threats because we recognize the significance of these threats to our operational integrity and stakeholder confidence. The Board is briefed on a periodic basis as to the nature of actions taken to mitigate risks from cyberattacks.
Board Oversight
The Audit Committee is central to the Board’s oversight of cybersecurity risks and bears the primary responsibility for this domain. The Audit Committee is composed of board members with diverse expertise including, risk management, technology, and finance, equipping them to oversee cybersecurity risks effectively.
Management’s Role Managing Risk
The COO and the CEO play a pivotal role in informing the Audit Committee on cybersecurity risks. The COO was Castellum’s Vice President of Technology and Deployment before becoming COO in September of 2024, and is a certified CMMC Professional. They provide comprehensive briefings to the Audit Committee on an at least an annual basis. These briefings encompass a broad range of topics, including:
| ● | Current cybersecurity landscape and emerging threats; | |||||||
| ● | Status of ongoing cybersecurity initiatives and strategies; | |||||||
| ● | Incident reports and learnings from any cybersecurity events; and | |||||||
| ● | Compliance with regulatory requirements and industry standards. | |||||||
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Item 2. Properties
Our principal executive offices are located at 1934 Old Gallows Road, Suite 350, Vienna, Virginia 22182 in a shared office space leased from Intelligent Office. As of December 31, 2025, our subsidiaries lease property at the following locations:
| ● | Augusta, Georgia | |||||||
| ● | Toms River, New Jersey | |||||||
| ● | Hollywood, Maryland | |||||||
We believe our existing facilities are generally adequate to meet our current requirements; however, due to recent hires our location in Hollywood, Maryland currently has limited remaining space and we are therefore evaluating options for expansion. We do not own any real property.
Item 3. Legal Proceedings
As a commercial enterprise and employer, the Company and our subsidiaries are subject to threatened litigation and other legal actions in the ordinary course of business, including employee-related matters, inquiries, and administrative proceedings regarding our employment practices or other matters. Neither our Company nor any of our subsidiaries is a party to any legal proceeding that, individually or in the aggregate, we believe to be uncovered by insurance or otherwise material to our Company as a whole.
Item 4 Mine Safety Disclosures
Not applicable.
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Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Price of Our Common Stock
Until October 13, 2022, our common stock was quoted on the OTC Pink Marketplace operated by OTC Markets Group Inc. under the trading symbol “ONOV”. Since October 13, 2022, our common stock has been listed for trading on the NYSE American LLC (“NYSE American”) under the symbol “CTM”.
Holders of Record
As of March 6, 2026, there were 94,612,750 shares of common stock outstanding held by approximately 179 holders of record (not including an indeterminate number of beneficial holders of stock held in street name), and the last reported sale price of our common stock on the NYSE American on March 6, 2026 was $0.90.
Dividend Policy
To date, we have not paid any dividends on our common stock and do not anticipate paying any dividends on our common stock in the foreseeable future. We have paid cash dividends to holders of our Series A preferred stock and Series C preferred stock and currently expect that comparable cash dividends will continue to be paid in the future. The declaration and payment of dividends on our common stock is at the discretion of our Board of Directors (“Board”) and will depend on, among other things, our operating results, financial condition, capital requirements, contractual restrictions, or such other factors as our Board may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
See the section titled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” for information regarding securities authorized for issuance.
Unregistered Sales of Securities
Other than those unregistered securities previously disclosed in reports filed with the SEC during the period covered by this report, we have not sold any securities without registration under the Securities Act of 1933, as amended, during the period covered by this report. The issuances were exempt from registration pursuant to Section 4(a)(2) of the Securities Act because the issuances did not involve a public offering. The securities contain a legend restricting their transferability absent registration or applicable exemption.
Item 6. [ Reserved ]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the historical financial statements and the related notes thereto included elsewhere in this Annual Report on Form 10-K (“Form 10-K”). The following discussion contains, in addition to historical information, forward-looking statements that include risks and uncertainties. Our actual results may differ materially from those expressed or contemplated in those forward-looking statements as a result of certain factors, including those set forth under the headings “Forward-Looking Statements” and “Risk Factors” elsewhere in this Form 10-K.
Business Overview
We are a technology services and solutions company focused on leveraging the power of information technology to help solve our nation’s most pressing national security challenges. We provide clients in the United States (“U.S.) government (“USG”), financial services, legal, and other users of large data applications with services which include intelligence analysis, software development, software engineering, system modernization, program management, strategic and mission planning, information assurance, cybersecurity and policy support, data analytics, and model based systems engineering (“MBSE”). In addition to constantly innovating and enhancing our organic capabilities, Castellum is executing strategic acquisitions of technology companies in the areas of cybersecurity, information technology (“IT”), electronic warfare, information warfare, and information operations with businesses in the defense, federal, civilian, and commercial markets
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that share our passionate commitment to U.S. national security and have a history of bringing exceptional value to their clients.
Recent Developments
On December 1, 2023, the Company filed a universal shelf registration statement on Form S-3 (File No. 333-275840) which was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on December 12, 2023 and remains effective. Pursuant to this registration statement, the Company may offer and sell up to $10 million in the aggregate of equity securities. Additionally, certain selling stockholders may offer and sell up to 1,425,000 shares in the aggregate of the Company’s common stock. We will not receive any proceeds from the sale of our common stock by the selling stockholders.
On January 25, 2024, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share. As of December 31, 2024, all Pre-funded Warrants have been exercised.
In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants have an exercise price of $0.35 and are exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants are exercisable for five years. The shares, the Pre-funded Warrants, and the Pre-funded Warrant Shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the SEC on December 12, 2023, and a related prospectus supplement dated January 25, 2024, related to the Registered Offering. The Registered Offering closed on January 29, 2024.
Pursuant to a placement agency agreement dated as of January 25, 2024 (the “Placement Agency Agreement”), the Company engaged Maxim Group LLC (“Maxim”) to act as the lead placement agent in connection with the Registered Offering. At closing, the Company paid Maxim (i) a cash fee equal to 7.0% of the aggregate gross proceeds of the Registered Offering and (ii) reimbursed Maxim for all reasonable and documented out-of-pocket expenses of $60,000, which included the reasonable fees, costs, and disbursements of its legal counsel.
In December of 2024, 6,437,501 of the Regular Warrants have been exercised to purchase an equal number of common shares, for total gross proceeds of $2.3 million and 700,000 warrants, issued in 2023, were exercised to purchase an equal number of common shares, which resulted in proceeds to the Company of approximately $966,000.
On December 22, 2024, the Company entered into a securities purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a registered direct offering, 9,473,700 shares of the Company’s common stock, at a purchase price of $0.38 per share (the “Second Registered Offering”). This resulted in aggregate gross proceeds to the Company of approximately $3.6 million, The Second Registered Offering closed on December 24, 2024. The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the SEC on December 12, 2023, and a related prospectus supplement, dated December 22, 2024, related to the Second Registered Offering.
On December 27, 2024, the Company entered into a securities purchase agreement with several institutional investors, pursuant to which the Company agreed to sell and issue, in a public offering that included certain additional other purchasers an aggregate of 4,355,000 shares of the Company’s common stock, at a purchase price of $0.85 per share (the “Public Offering”). This resulted in aggregate gross proceeds to the Company of approximately $3.7 million. The Public Offering closed on December 30, 2024. The shares are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the SEC on December 12, 2023, and a related prospectus supplement, dated December 27, 2024, related to the Public Offering.
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Pursuant to placement agency agreements dated as of December 22, 2024 and December 27, 2024, respectively, the Company engaged Maxim to act as the lead placement agent in connection with the Second Registered Offering and the Public Offering. In connection therewith, the Company has agreed to (i) pay Maxim a cash fee equal to 7.0% of the aggregate gross proceeds of the Second Registered Offering and the Public Offering, and (ii) reimburse Maxim for all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel in the aggregate of $120,000.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company’s common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”). The ESPP was adopted by the Company’s Board of Directors on March 11, 2025 and approved by the Company’s stockholders at the annual meeting held on May 28, 2025. The ESPP is a voluntary employee benefit program that permits eligible employees to contribute up to 5% of their eligible compensation through payroll deductions each pay period. Payroll deductions and purchases of Company common stock under the ESPP did not commence until 2026. Shares are purchased on behalf of participating employees on a quarterly basis at a price equal to 85% of the fair market value on the applicable purchase date. The ESPP is intended to provide employees with an opportunity to acquire an ownership interest in the Company and is not a component of executive compensation.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290332) to register an aggregate of 9,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
On March 19, 2025, the Company closed on the public offering (the "March 2025 Public Offering") of 4,500,000 units ("Unit(s)") at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "March 2025 Warrants"). The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of issuance. The shares of common stock and 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the offering for working capital and general corporate purposes.
Of the 4,500,000 March 2025 Warrants issued during the March Public Offering, 1,755,543 warrants were exercised at $1.08 per share prior to June 30, 2025 for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 warrants expired on May 19, 2025.
On June 13, 2025, the Company closed on the public offering (the "June 2025 Public Offering") of 4,166,667 units ("Unit(s)") at a public offering price of $1.20 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock (the "June 2025 Warrants"). The June 2025 Warrants were immediately exercisable at $1.22 per share and expired 60 days from the date of issuance. The shares of common stock and June 2025 Warrants were immediately separable and issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum intends to use the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.
Of the 4,166,667 June 2025 Warrants issued during the June Public Offering, 3,673,666 warrants were exercised at $1.22 per share prior to September 30, 2025 for gross proceeds of $4.48 million before deducting placement agent fees. The remaining 493,001 warrants expired on August 12, 2025.
Key Components of Our Results of Operations
Revenues
Our revenues are primarily derived from services provided to the U.S. federal, state and local governments. We currently generate our revenue from three different types of contractual arrangements: Cost Plus Fixed Fee (“CPFF”), Fixed Firm Price (“FFP”) and Time and Materials (“T&M”) contracts. For CPFF contracts, we use input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“DCAA”) approved provisional burdens plus fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. For T&M contracts, we use input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated
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billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract.
Cost of Revenues
Cost of Revenues include direct costs incurred to provide goods and services related to contracts, specifically labor, contracted labor, materials, and other direct costs, which includes rent, insurance, and software licenses. Cost of Revenues related to contracts is recognized as expense when incurred or at the time a performance obligation is satisfied.
Gross Profit and Gross Profit Margin
Our gross profit comprises our revenues less our cost of revenues. Gross profit margin is our gross profit divided by our revenues.
Operating Expenses
Our operating expenses include indirect costs, overhead, and general and administrative expenses.
•Indirect costs consist of expenses generally associated with bonuses and fringe benefits, including employee health and medical insurance, 401k matching contributions, and payroll taxes.
•Overhead consists of expenses associated with the support of operations or production, including labor for management of contracts, operations, training, supplies, and certain facilities to perform customer work.
•General and administrative expenses consist primarily of corporate and administrative labor expenses, administrative bonuses, legal expenses, IT expenses, and insurance expenses.
Interest Income (Expense)
Interest income consists of interest earned from savings accounts, net of interest paid on the note payable between the Company and the Buckhout Charitable Remainder Trust, two promissory notes payable to Robert Eisiminger, and the related party note payable to Emil Kaunitz. During 2025, the note payable with the Buckhout Charitable Remainder Trust and the two promissory notes payable to Robert Eisiminger were paid off.
Income Tax (Provision) Benefit
Income taxes are accounted for under the asset and liability method. The current charge for income tax expense is calculated in accordance with the relevant tax regulations applicable to the entity. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.
We follow ASC 740-10 Accounting for Uncertainty in Income Taxes. This requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. Management evaluates their tax positions on a quarterly basis.
Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. When necessary, a valuation allowance is provided to reduce deferred tax assets to an amount that is more likely than not to be realized.
We file income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service (“IRS’) and state taxing authorities, generally for three years after they were filed. We have filed our 2023 and 2024 federal and state tax returns.
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Results of Operations
The year to year comparisons of our results of operations have been prepared using the historical periods included in our audited consolidated financial statements. The following discussion should be read in conjunction with the audited consolidated financial statements and related notes included elsewhere in this document.
Year Ended December 31, 2025 Compared to Year Ended December 31, 2024
| Year Ended December 31, | Amount of Increase (Decrease) | % Change | |||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| Revenues | $ | 52,866,001 | $ | 44,764,852 | $ | 8,101,149 | 18.1 | % | |||||||||||||||
| Cost of revenues | 33,497,144 | 26,498,437 | 6,998,707 | 26.4 | % | ||||||||||||||||||
| Gross profit | 19,368,857 | 18,266,415 | 1,102,442 | 6.0 | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Indirect costs | 9,424,331 | 9,275,688 | 148,643 | 1.6 | % | ||||||||||||||||||
| Overhead | 2,063,342 | 1,906,682 | 156,660 | 8.2 | % | ||||||||||||||||||
| General and administrative expenses | 10,695,746 | 14,328,672 | (3,632,926) | (25.4) | % | ||||||||||||||||||
| Total operating expenses | 22,183,419 | 25,511,042 | (3,327,623) | (13.0) | % | ||||||||||||||||||
| Loss from operations | (2,814,562) | (7,244,627) | 4,430,065 | (61.1) | % | ||||||||||||||||||
| Other income (expense) | 624,250 | (2,667,648) | 3,291,898 | 123.4 | % | ||||||||||||||||||
| Loss before income taxes and preferred stock dividends | (2,190,312) | (9,912,275) | 7,721,963 | (77.9) | % | ||||||||||||||||||
| Income tax expense | (207,980) | (68,032) | (139,948) | 205.7 | % | ||||||||||||||||||
| Net loss | (2,398,292) | (9,980,307) | 7,582,015 | (76.0) | % | ||||||||||||||||||
| Preferred stock dividend | 107,442 | 119,277 | (11,835) | (9.9) | % | ||||||||||||||||||
| Net loss to common shareholders | $ | (2,505,734) | $ | (10,099,584) | $ | 7,593,850 | (75.2) | % | |||||||||||||||
Revenue
Total revenues increased by $8,101,149 or 18.1% to $52,866,001 for the year ended December 31, 2025 from $44,764,852 for the year ended December 31, 2024. This increase in revenue was driven primarily by the award in March 2024, to the Company's subsidiary, Global Technologies Management Resources, Inc. (“GTMR”) of a $103.3 million, five and one-half year contract for Special Missions Management of On-Site Services in support of the Naval Air Systems Command (“NAVAIR”) Program Office 290 (“PMA-290”) Special Missions which ramped up during 2025 and additional direct labor growth on existing contracts.
Cost of revenues
Total cost of revenues increased by $6,998,707 or 26.4% to $33,497,144 for the year ended December 31, 2025 from $26,498,437 for the year ended December 31, 2024. This increase generally followed the growth in revenue; however, the percentage increase exceeded revenue growth primarily due to higher subcontractor and labor costs associated with the PMA-290 contract.
Gross profit
Total gross profit increased by $1,102,442 or 6.0% to $19,368,857 for the year ended December 31, 2025 from $18,266,415 for the year ended December 31, 2024. This increase was driven by the changes in revenue and cost of revenues noted above; however, higher subcontractor and labor costs resulted in margin compression during the period.
Operating expenses
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Total operating expenses decreased by $(3,327,623) or (13.0)% to $22,183,419 for the year ended December 31, 2025 from $25,511,042 for the year ended December 31, 2024. The increase in indirect cost of $148,643 was driven primarily by the increase costs of medical insurance year over year, offset by a decrease in bonus expense. The increase in overhead of $156,660 was primarily driven by an expected increase in office costs due to the additional labor force and the standard compensation adjustments for overhead labor. The decrease in general and administrative (“G&A”) costs of $(3,632,926) was primarily driven by a decrease in noncash stock based compensation granted to certain employees of $3,079,501 and a decrease in depreciation as fixed assets become fully depreciated.
Other income (expense)
Other income (expense) increased by $3,291,898 or 123.4%, to other income of $624,250 for the year ended December 31, 2025 from other expense of $(2,667,648) for the year ended December 31, 2024. This improvement was primarily driven by the payoff of the Company’s debt as detailed in Note 7, under Part II, Item 8, of this Form 10-K, which reduced interest expense and the increase in interest income due to interest earned on the Company’s higher cash balances. In addition, other income (expense) includes a noncash gain, of $621,000 related to the change in the fair value of a derivative, as noted in Note 12, under Part II, Item 8, of this Form 10-K.
Income tax expense
Income tax expense increased by $139,948 or 205.7% to $(207,980) for the year ended December 31, 2025 from $(68,032) for the year ended December 31, 2024. This increase was primarily driven by the increase in state taxes and the increase in valuation allowance. The Company continues to pay current tax while maintaining a valuation allowance on its net deferred tax assets.
Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
| Year Ended December 31, | Amount of Increase (Decrease) | % Change | |||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenues | $ | 44,764,852 | $ | 45,243,812 | $ | (478,960) | (1.1) | % | |||||||||||||||
| Cost of revenues | 26,498,437 | 26,568,485 | (70,048) | (0.3) | % | ||||||||||||||||||
| Gross profit | 18,266,415 | 18,675,327 | (408,912) | (2.2) | % | ||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||
| Indirect costs | 9,275,688 | 8,935,113 | 340,575 | 3.8 | % | ||||||||||||||||||
| Overhead | 1,906,682 | 1,884,059 | 22,623 | 1.2 | % | ||||||||||||||||||
| General and administrative expenses | 14,328,672 | 17,697,886 | (3,369,214) | (19.0) | % | ||||||||||||||||||
| Loss from change in fair value of contingent earnout | — | (92,000) | 92,000 | (100.0) | % | ||||||||||||||||||
| Total operating expenses | 25,511,042 | 35,344,152 | (9,833,110) | (27.8) | % | ||||||||||||||||||
| Loss from operations | (7,244,627) | (16,668,825) | 9,424,198 | (56.5) | % | ||||||||||||||||||
| Other expense | (2,667,648) | (2,388,470) | (279,178) | 11.7 | % | ||||||||||||||||||
| Loss before income taxes and preferred stock dividends | (9,912,275) | (19,057,295) | 9,145,020 | (48.0) | % | ||||||||||||||||||
| Income tax benefit (expense) | (68,032) | 1,257,117 | (1,325,149) | (105.4) | % | ||||||||||||||||||
| Net loss | (9,980,307) | (17,800,178) | 7,819,871 | (43.9) | % | ||||||||||||||||||
| Preferred stock dividend | 119,277 | 118,152 | 1,125 | 1.0 | % | ||||||||||||||||||
| Net loss to common shareholders | $ | (10,099,584) | $ | (17,918,330) | $ | 7,818,746 | (43.6) | % | |||||||||||||||
Revenues
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Total revenues decreased by $(478,960) or (1.1)% to $44,764,852 for the year ended December 31, 2024 from $45,243,812 for the year ended December 31, 2023. This decrease in revenue was mainly due to the sale of the Company’s subsidiary, Mainnerve Federal Services, Inc. (MFSI”) dba MFSI Government Group on September 11, 2024.
Cost of revenues
Total cost of revenues decreased by $(70,048) or (0.3)% to $26,498,437 for the year ended December 31, 2024 from $26,568,485 for the year ended December 31, 2023. This decrease was driven primarily by the sale of MFSI on September 11, 2024.
Gross profit
Total gross profit decreased by $(408,912) or (2.2)% to $18,266,415 for the year ended December 31, 2024 from $18,675,327 for the year ended December 31, 2023. This decrease was driven by changes in revenue noted above.
Operating expenses
Total operating expenses decreased by $(9,833,110) or (27.8)% to $25,511,042 for the year ended December 31, 2024 from $35,344,152 for the year ended December 31, 2023. The increase in indirect cost of $340,575 was driven primarily by the increase in accrued paid leave resulting from the Company's implementation of a new paid time off policy that initially increased the accrued leave balance. The decrease in G&A costs of $(3,369,214) was primarily driven by a reduction in salaries, achieved through the implementation of strategic cost-saving initiatives and the enhancement of operational efficiencies across all G&A support departments, and a decrease in noncash stock based compensation granted to certain employees of $2,068,783. In 2024, it was determined that no goodwill impairment expense was required, the expense was $6,919,094 in 2023, and the contingent earnout was agreed to and noted as a liability in Due to Seller in the Consolidated Balance Sheets, under Part II, Item 8, of this Form 10-K.
Other expense
Other income (expense) increased by $279,178 or 11.7% to $(2,667,648) for the year ended December 31, 2024 from $(2,388,470) for the year ended December 31, 2023. This increase was primarily driven by the fair value of the derivative liability offset by the decrease in amortization of debt discounts, due to the restructuring of the Company’s debt as detailed in Note 7, under Part II, Item 8, of this Form 10-K. With the exception of $807,173 of interest expense paid in 2024, the remainder of other income (expense) is related to noncash items, such as the amortization of debt discount of $359,567, and the change in the fair value of the derivative of $725,600 as noted in Note 12, under Part II, Item 8, of this Form 10-K.
Income tax (expense) benefit
Income tax benefit (expense) increased by $1,325,149 or (105.4)% to $(68,032) for the year ended December 31, 2024 from $1,257,117 for the year ended December 31, 2023. This increase was primarily driven by the increase in deferred tax liabilities from the acquisition of GTMR and subsequent release of valuation allowance.
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Contract Backlog
We define backlog to include the following three components:
•Funded Backlog. Funded backlog represents the revenue value of orders for services under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.
•Unfunded Backlog. Unfunded backlog represents the revenue value of orders (including optional orders) for services under existing contracts for which funding has not been appropriated or otherwise authorized.
•Priced Options. Priced contract options represent 100% of the potential revenue value of all scheduled and unscheduled future contract option periods or orders under existing contracts that may be exercised at our clients’ option and for which funding has not been appropriated or otherwise authorized.
Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under IDIQ contracts, except to the extent that task orders have been awarded to us under those contracts.
The following table summarizes the value of our contract backlog as of December 31, 2025:
| Backlog | |||||
| Funded | $ | 12,305,985 | |||
| Unfunded | $ | 41,860,014 | |||
| Priced Options | $ | 204,028,286 | |||
| Total Backlog | $ | 258,194,285 | |||
Our total backlog consists of remaining performance obligations, certain orders under contracts for which the original period of performance has expired, unexercised option periods, and other unexercised or unscheduled optional orders. Excluding unscheduled options orders, as of December 31, 2025, the Company had $258,194,285 of funded, unfunded, and scheduled priced options. We expect to recognize approximately 18% of the remaining performance obligations over the next 12 months, and approximately 52% over the next 24 months. Including priced options that have been awarded but not yet scheduled of $7,215,912, our grand total backlog is $265,410,197. The remainder is expected to be recognized thereafter. As with all government contracts there is no guarantee the customer will have future funding or exercise their contract option in the out-years. Other budget risks are discussed in “Part I, Item1. U.S. Political, Budgetary, and Regulatory Environment.” Our backlog includes orders under contracts that in some cases extend for several years. U.S. Congress (“Congress”) generally appropriates funds for our clients on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.
Liquidity and Capital Resources
Sources
We have historically sourced our liquidity requirements with cash flows from operations, borrowings under our current credit facilities, and in October 2022, with an equity issuance through the listing of our common stock on the NYSE American. As of December 31, 2025, we had $14,884,778 of cash on hand. During the fiscal year 2025, we undertook the following significant equity and debt transactions that enhanced our liquidity and sources of funds:
•2,000,000 warrants were exercised in February of 2025 to purchase 2,000,000 shares of the Company’s common stock, which resulted in aggregate proceeds to the Company of $700,000.
•Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses.
•Gross proceeds from the March 2025 Warrants were $1.90 million before deducing placement agent fees.
•Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses.
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•Gross proceeds from the June 2025 Warrants were $4.48 million before deducing placement agent fees.
We believe our existing cash provided by our ongoing operations, together with funds available from the transactions noted above, will be sufficient to meet our working capital, capital expenditures, and cash needs for the next 12 months and beyond.
Uses
Our material cash requirements from known contractual and other obligations primarily relate to payments on our credit facilities. For information related to these cash requirements, refer to Note 6, Note 7, Note 8, and Note 9, under Part II, Item 8., Financial Statements of this Form 10-K.
Information about our cash flows is presented in our statements of cash flows and is summarized in the following table:
| Twelve Months Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Net cash provided (used in) by: | |||||||||||||||||
Operating activities | $ | (1,948,377) | $ | 1,120,105 | $ | (2,264,447) | |||||||||||
Investing activities | (159,773) | 221,356 | (440,985) | ||||||||||||||
Financing activities | $ | 4,737,880 | $ | 9,082,746 | $ | (104,623) | |||||||||||
Comparison of the Years Ended December 31, 2025 and 2024
Operating activities
Net cash used in operating activities was $(1,948,377) for the year ended December 31, 2025, compared to $1,120,105 provided by operating activities for the year ended December 31, 2024. The net cash used in operating activities was primarily driven by an increase in accounts receivables (due to timing of collections), as well as noncash adjustments related to changes in the fair value of derivative liabilities during the year ended December 31, 2025.
Investing activities
Net cash used in investing activities was $(159,773), for the year ended December 31, 2025, compared to $221,356, for the year ended December 31, 2024. The net cash used in investing activities was primarily due to the purchase of fixed assets and the investment in joint ventures.
Financing activities
During the year ended December 31, 2025, $4,737,880 net cash was provided by financing activities, primarily due to the proceeds from the issuance of common stock, pre-funded warrants, and the exercise of regular warrants, offset by the full repayment of notes payable, the revolving line of credit with Live Oak Banking Company, and amounts due to seller, compared to net cash provided by financing activities of $9,082,746, for the year ended December 31, 2024.
Comparison of the Years Ended December 31, 2024 and 2023
Operating activities
Net cash provided by operating activities increased to $1,120,105 for the year ended December 31, 2024, compared to $(2,264,447) used in operating activities for the year ended December 31, 2023. This increase in net cash from operating activities was primarily driven by a decrease in net loss, decreases in accounts receivables (due to timing of collections), as well as noncash adjustments related to changes in the fair value of derivative liabilities during the year ended December 31, 2024, and goodwill impairment recognized during the year ended December 31, 2023.
Investing activities
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Net cash provided by investing activities increased to $221,356, for the year ended December 31, 2024, from $(440,985), for the year ended December 31, 2023. The decrease in net cash used in investing activities was primarily due to the cash paid in the acquisition of GTMR during 2023.
Financing activities
During the year ended December 31, 2024, $9,082,746 net cash was provided by financing activities, primarily due to the proceeds from the issuance of common stock, pre-funded warrants, and the exercise of regular warrants, offset by an increase in repayment of notes payable, notes payable - related party, and repayments of amounts due to seller, compared to net cash provided used in financing activities of $(104,623), for the year ended December 31, 2023.
Critical Accounting Policies and Estimates
The following is not intended to be a comprehensive list of our accounting policies or estimates. Our significant accounting policies are more fully described in Part II, Item 8. Financial Statements, Note 2 — Summary of Significant Accounting Policies to our annual audited consolidated financial statements, included elsewhere in the document. In preparing our financial statements and accounting for the underlying transactions and balances, we apply our accounting policies and estimates as disclosed in the Notes. We consider the policies and estimates discussed below as critical to an understanding of our financial statements because their application places the most significant demands on our judgment, with financial reporting results dependent on estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Specific risks for these critical accounting estimates are described in the following paragraphs. Preparation of our financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates.
Besides estimates that meet the “critical” accounting estimate criteria, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical, affect reported amounts of assets, liabilities, revenue, and expenses as well as disclosures of contingent assets and liabilities. Estimates are based on experience and other information available prior to the issuance of the financial statements. Materially different results can occur as circumstances change and additional information becomes known, including for estimates that we do not deem “critical.”
Revenue Recognition
The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. (“Topic 606”). Topic 606 requires entities to recognize revenues when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The principles in the standard are applied in five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Our revenue recognition policies are consistent with this five-step framework. Understanding the complex terms of agreements and determining the appropriate time, amount, and method to recognize revenue for each transaction requires judgment. These significant judgments include: (1) determining what point in time or what measure of progress depicts the transfer of control to the customer; (2) estimating contract revenue, costs, and assumptions for schedule and technical issues; (3) selecting the appropriate method to measure progress; and (4) estimating how and when contingencies, or other forms of variable consideration, will impact the timing and amount of recognition of revenue. The timing and revenue recognition in a period could vary if different judgments were made.
Goodwill and Intangible Assets
We account for goodwill and intangible assets in accordance with ASC 350, Intangibles-Goodwill and Other (“ASC 350”). ASC 350 requires that goodwill and other intangibles with indefinite lives be tested for impairment annually or on an interim basis if events or circumstances indicate that the fair value of an asset has decreased below its carrying value. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
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Our acquisitions require the application of purchase accounting, which results in tangible and identifiable intangible assets and liabilities of the acquired entity being recorded at fair value. The difference between the purchase price and the fair value of net assets acquired is recorded as goodwill. We are responsible for determining the valuation of assets and liabilities and for the allocation of purchase price to assets acquired and liabilities assumed.
Assumptions must be made in determining fair values, particularly where observable market values do not exist. Assumptions may include discount rates, growth rates, cost of capital, tax rates, and remaining useful lives. These assumptions can have a significant impact on the value of identifiable assets and accordingly can impact the value of goodwill recorded. Different assumptions could result in different values being attributed to assets and liabilities. Since these values impact the amount of annual depreciation and amortization expense, different assumptions could also impact our statement of operations and could impact the results of future asset impairment reviews. Due to the many variables inherent in the estimation of a business’s fair value and the relative size of our goodwill, if different assumptions and estimates were used, it could have an adverse effect on our impairment analysis.
During the third quarter of 2023, due to decline in stock price, management determined that a triggering event occurred representing an indicator of goodwill impairment, resulting in a noncash charge of $6,919,094. During 2024 and 2025, no triggering events were noted.
Income Taxes and Uncertain Tax Positions
Income taxes and uncertain tax positions are accounted for in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Differences between statutory tax rates and effective tax rates relate to permanent tax differences.
Management determines recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. This approach to estimate the potential outcome of any uncertain tax issue is subject to its assessment of relevant risks, facts, and circumstances existing at that time. Deferred income taxes reflect the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credits measured by applying currently enacted tax laws. When necessary, a valuation allowance is provided to reduce deferred tax assets to an amount that is more likely than not to be realized.
Share-Based Compensation
We account for share-based compensation in accordance with ASC 718 Compensation – Stock Compensation. We calculate compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. The Company recognizes these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants.
In determining the grant date fair value of share-based awards, we must estimate the performance attributes. Since share-based compensation expense can be material to our financial condition, different assumptions and estimates could have a material adverse effect on our financial statements.
Principles of Consolidation
Refer to Note 1 of the notes to our audited consolidated financial statements included in Part II, Item 8., Financial Statements within this Form 10-K for a discussion of principles of consolidation.
Recently Issued Accounting Standards
The Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the Company’s income tax disclosures, including disaggregation of the effective tax rate reconciliation and income taxes paid.
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Refer to Note 1 of the notes to our audited consolidated financial statements included in Part II, Item 8., Financial Statements within this Form 10-K for our assessment of other recently issued and adopted accounting standards.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. These risks include the following:
Interest Rate Risk
The Company is exposed to interest rate risk primarily through its cash held with financial institutions. These balances are maintained in interest-bearing accounts, and as a result, changes in market interest rates may affect the amount of interest income earned. As of December 31, 2025, the Company had no outstanding debt, with the exception of the fixed rate Note Payable - Related Party (noted in Note 8, under Part II, Item 8, of this Form 10-K) or other interest-bearing obligations and, therefore, is not exposed to interest rate risk related to borrowings. Management believes that fluctuations in interest rates will not have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
36
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID: | |||||
37
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Castellum, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Castellum, Inc. and its subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ RSM US LLP
We have served as the Company's auditor since 2020.
March 9, 2026
38
Castellum, Inc. and Subsidiaries
Consolidated Balance Sheets
| For the Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash | $ | $ | |||||||||
| Restricted Cash | |||||||||||
| Accounts receivable | |||||||||||
| Contract assets | |||||||||||
| Due from buyer | |||||||||||
| Prepaid income taxes | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Fixed assets, net | |||||||||||
| Noncurrent assets: | |||||||||||
| Due from buyer, net of current portion | |||||||||||
| Right of use asset – operating leases | |||||||||||
| Investment in joint ventures/captive insurance entity | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total noncurrent assets | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | $ | |||||||||
| Accrued payroll and payroll related expenses | |||||||||||
| Current portion of lease liability – operating leases | |||||||||||
| Due to seller | |||||||||||
| Obligation to issue common and preferred stock | |||||||||||
| Derivative liability | |||||||||||
| Revolving credit facility | |||||||||||
| Notes payable, related party | |||||||||||
| Current portion of notes payable, net of discount | |||||||||||
| Total current liabilities | |||||||||||
| Noncurrent liabilities: | |||||||||||
| Lease liability – operating leases, net of current portion | |||||||||||
| Due to seller, net of current portion | |||||||||||
| Notes payable, net of current portion | |||||||||||
| Note payable – related party, net of current portion | |||||||||||
| Total noncurrent liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders' Equity | |||||||||||
Preferred stock, | |||||||||||
39
Series A Preferred stock, par value $ | |||||||||||
Series C Preferred stock, par value $ | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders' equity | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
40
Castellum, Inc. and Subsidiaries
Consolidated Statements of Operations
| For the Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenues | $ | $ | $ | ||||||||||||||
| Cost of revenues | |||||||||||||||||
| Gross profit | |||||||||||||||||
| Operating expenses: | |||||||||||||||||
| Indirect costs | |||||||||||||||||
| Overhead | |||||||||||||||||
| General and administrative | |||||||||||||||||
| Goodwill impairment loss | |||||||||||||||||
| (Gain) from change in fair value of contingent earnout | ( | ||||||||||||||||
| Total operating expenses | |||||||||||||||||
| Loss from operations before other income (expense) | ( | ( | ( | ||||||||||||||
| Other income (expense): | |||||||||||||||||
| Loss on induced conversion | ( | ||||||||||||||||
| Loss on extinguishment of debt | ( | ||||||||||||||||
| Gain from sale of subsidiary | |||||||||||||||||
| Gain (loss) from change in fair value of derivative liability | ( | ||||||||||||||||
| Other income, net | |||||||||||||||||
| Interest income (expense), net | ( | ( | |||||||||||||||
| Total other income (expense) | ( | ( | |||||||||||||||
| Loss from operations before (expense) benefit for income taxes | ( | ( | ( | ||||||||||||||
| Income tax (expense) benefit | ( | ( | |||||||||||||||
| Net loss | ( | ( | ( | ||||||||||||||
| Less: preferred stock dividends | |||||||||||||||||
| Net loss to common shareholders | $ | ( | $ | ( | $ | ( | |||||||||||
| Net loss per share | |||||||||||||||||
| Basic and diluted | $ | ( | $ | ( | $ | ( | |||||||||||
| Shares used in calculation of net loss per share | |||||||||||||||||
| Basic and diluted | |||||||||||||||||
See accompanying notes to consolidated financial statements.
41
Castellum, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
| For the Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | |||||||||||
| Adjustments to reconcile net loss to net cash provided (used in) by operating activities: | |||||||||||||||||
| Depreciation and amortization | |||||||||||||||||
| Amortization of discounts, premiums and deferred cost | |||||||||||||||||
| Share-based compensation | |||||||||||||||||
| Deferred tax provision | ( | ||||||||||||||||
| Gain on lease termination | ( | ||||||||||||||||
| Gain on sale of reporting unit | ( | ||||||||||||||||
| Goodwill impairment loss | |||||||||||||||||
| Lease cost | |||||||||||||||||
| Change in fair value of contingent earnout | ( | ||||||||||||||||
| Change in fair value of derivative liabilities | ( | ( | |||||||||||||||
| Gain from timing difference on issuance of shares | ( | ||||||||||||||||
| Changes in assets and liabilities | |||||||||||||||||
| Accounts receivable | ( | ( | |||||||||||||||
| Proceeds from factoring accounts receivable | |||||||||||||||||
| Prepaid expenses and other current assets | ( | ( | |||||||||||||||
| Contract asset and liabilities | ( | ( | |||||||||||||||
| Lease liabilities | ( | ( | ( | ||||||||||||||
| Accounts payable and accrued expenses | ( | ||||||||||||||||
| Net cash (used in) provided by operating activities | ( | ( | |||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||
| Acquisition of business, cash paid to seller | ( | ||||||||||||||||
| Sale of subsidiary, cash received from buyer | |||||||||||||||||
| Cash paid to seller from factoring | ( | ||||||||||||||||
| Investment in Joint Ventures | ( | ||||||||||||||||
| Acquisition of business, cash received from seller | |||||||||||||||||
| Investment in captive insurance entity | ( | ||||||||||||||||
| Purchases of fixed assets | ( | ( | ( | ||||||||||||||
| Net cash (used in) provided by investing activities | ( | ( | |||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||
| Proceeds from revolving credit line | |||||||||||||||||
| Payment of revolving line of credit | ( | ||||||||||||||||
| Settlement of stock compensation in cash | ( | ||||||||||||||||
| Payment of debt issuance costs | ( | ( | ( | ||||||||||||||
| Proceeds from issuance of preferred and common stock, and regular warrants, net of issuance costs | |||||||||||||||||
| Proceeds from note payable | |||||||||||||||||
| Proceeds from exercise of stock options | |||||||||||||||||
| Preferred stock dividend | ( | ( | ( | ||||||||||||||
| Loss on induced conversion | |||||||||||||||||
| Repayment of convertible note payable - related party | ( | ||||||||||||||||
| Repayment of amounts due to seller | ( | ( | ( | ||||||||||||||
| Repayment of notes payable | ( | ( | ( | ||||||||||||||
| Net cash (used in) provided by financing activities | ( | ||||||||||||||||
| Net increase (decrease) in cash | ( | ||||||||||||||||
| Cash and restricted cash - beginning of period | |||||||||||||||||
| Cash and restricted cash - end of period | $ | $ | $ | ||||||||||||||
42
| Supplemental disclosures: | |||||||||||||||||
| Cash paid for interest | $ | $ | $ | ||||||||||||||
| Cash paid for income taxes | $ | $ | $ | ||||||||||||||
| Summary of noncash activities: | |||||||||||||||||
| Extinguishment of debt discount - derivative liabilities | $ | $ | $ | ||||||||||||||
| Extinguishment of debt discount - debt issuance costs | $ | $ | $ | ||||||||||||||
| Debt discount on note payable | $ | $ | $ | ||||||||||||||
| Derivative liabilities incurred for note payable | $ | $ | $ | ||||||||||||||
| Extinguishment of derivative liability | $ | $ | $ | ||||||||||||||
| Derecognition of lease liability | $ | $ | $ | ||||||||||||||
| Derecognition of ROU asset | $ | $ | $ | ||||||||||||||
| Gain on lease termination | $ | $ | $ | ||||||||||||||
See accompanying notes to consolidated financial statements.
43
Castellum, Inc. and Subsidiaries
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
| Series A Preferred | Series B Preferred | Series C Preferred | Common | Additional Paid-In Capital | Accumulated Deficit | Total | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - warrants | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - shares issued for services and Restricted stock | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued in acquisition of GTMR | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of Crom Note | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Loss on induced conversion | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of debt discount related to derivative liability | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of debt discount related to debt issuance | — | — | — | — | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Extinguishment of derivative liability | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued in private placement | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued as commitment shares in Crom Transaction | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance sheet reclassification adjustment (a) | — | — | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2023 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares issued to institutional investor | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net of filing fees | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Private warrants issued to institutional investor | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pre-funded warrants issued to institutional investor | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2024 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation - options | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Exercise of stock options | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Sale of common stock, net of filing fees | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Private warrants issued to institutional investor | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercised, net of filing fees | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Series C Conversion | — | — | — | — | ( | ( | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
44
| Balance sheet reclassification adjustment (a) | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2025 | $ | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) In the second quarter of 2023, the Company made an immaterial balance sheet reclassification to reduce additional paid in capital by $304,500 and to increase the obligation to issue common shares account and the accumulated deficit account by $274,500 and $30,000 , respectively. These immaterial amounts are also reflected in the Company's Consolidated Balance Sheets, Consolidated Statements of Cash Flows, and the Consolidated Statement of Changes in Stockholders' Equity.
See accompanying notes to consolidated financial statements.
45
Castellum, Inc. and Subsidiaries
Notes to Consolidated Financial Statements
Note 1: Nature of Operations
Castellum, Inc. (the “Company”) is focused on building a large, successful technology company in the areas of information technology, electronic warfare, information warfare and cybersecurity with businesses in the governmental and commercial markets. Services include intelligence analysis, software development, software engineering, program management, strategic planning, information assurance and cybersecurity and policy along with analysis support. These services, which largely focus on securing data and establishing related policies, are applicable to customers in the federal government, financial services, healthcare, and other users of large data applications. The services can be delivered to legacy, customer owned networks, or customers who rely upon cloud-based infrastructures. The Company has worked with multiple business brokers and contacts within their business network to identify potential acquisitions.
Bayberry Acquisition Corporation (“Bayberry”) was a wholly owned subsidiary of the Company. Following the acquisition, Bayberry’s management assumed leadership roles within the Company. The transaction was accounted for as a reverse merger, and Bayberry was determined to be the accounting acquirer.
Corvus Consulting, LLC (“Corvus”), acquired in November 2019, is a wholly owned subsidiary of the Company. Corvus provides scientific, engineering, technical, operational support, and training services to federal government and commercial clients. Corvus focuses on Cyberspace Operations, Electronic Warfare, Information Operations, Intelligence and Joint/Electromagnetic Spectrum Operations. The specialties of Corvus range from high-level policy development and Congressional liaison to requirements analysis, DOTMLPF-p development assistance and design services for hardware and software systems fulfilling the mission needs of the Department of Defense and Intelligence Communities.
The Company entered into a definitive merger agreement with Mainnerve Federal Services, Inc. dba MFSI Government Group, a Delaware corporation (“MFSI”), effective as of January 1, 2021. This acquisition closed on February 11, 2021. MFSI, a government contractor, has built strong relationships with numerous customers, in the software engineering and IT arena. MFSI provides services in data security and operations for Army, Navy and Intelligence Community clients, and currently works as a software engineering/development, database administration and data analytics subcontractor. The Company entered into a stock purchase agreement to sell MFSI (the “MFSI Divestiture”) on September 11, 2024.
The Company acquired Merrison Technologies, LLC, a Virginia limited liability company (“Merrison”), on August 5, 2021. Merrison, is a government contractor with expertise in software engineering and IT in the classified arena. Effective December 1, 2023, all operations, contracts and employees were merged into Corvus and Merrison was dissolved with the Virginia Secretary of State.
Specialty Systems, Inc. (“SSI”) was acquired August 12, 2021. SSI is a New Jersey based government contractor that provides critical mission support to the Navy at Joint Base McGuire-Dix-Lakehurst in the areas of software engineering, cyber security, systems engineering, program support, and network engineering.
The Company acquired certain business assets from The Albers Group, LLC located in Pax River, Maryland (“Pax River”) which closed on November 16, 2021 in an asset purchase for up to 550,000 shares of common stock and cash of $200,000 paid monthly over a 10-month period starting February 2022 upon the satisfaction of conditions in the acquisition agreement.
The Company acquired Lexington Solutions Group, LLC (“LSG”), on April 15, 2022. LSG is a government contractor with a wide range of national security, strategic communication, and management consulting services.
The Company acquired Global Technologies Management Resources, Inc. (“GTMR”) on March 23, 2023. GTMR is a government contractor based in Hollywood, Maryland near Naval Air Station Patuxent River.
Note 2: Summary of Significant Accounting Policies
Basis of Presentation
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”).
46
Principles of Consolidation
The consolidated financial statements include the accounts of Castellum, Inc. and its subsidiaries, collectively referred to as “the Company”. All significant intercompany accounts and transactions have been eliminated in consolidation. Castellum, Inc. owns 100 % of GTMR, Corvus, MFSI (until its sale on September 11, 2024), Merrison (until dissolved as of December 1, 2023), and SSI.
The Company applies the guidance of Topic 805 Business Combinations of the Financial Accounting Standards Board Accounting Standards Codification (“ASC”).
The Company accounted for these acquisitions as business combinations and the difference between the consideration paid and the net assets acquired was first attributed to identified intangible assets and the remainder of the difference was applied to goodwill.
Business Segments
Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, the Chief Executive Officer, reviews consolidated results of operations to make decisions. The Company maintains one
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principle (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Restricted Cash
Effective August 15, 2024, the Company modified the terms of the New Live Oak Revolver with Live Oak Bank. Under the terms of the modified agreement, the Company was required to (i) establish a collateral account with a balance of not less than $250,000 until such time as the senior debt service covenant is replaced by a total debt service covenant of 1.15 :1.00 at which time funds shall be released at lender's sole discretion, (ii) modified the frequency of the reporting of the borrowing base certificate from once a month to twice a month, and (iii) reduced the borrowing capacity from $4,000,000 to $2,000,000 . The Company held $250,000 in restricted cash as of December 31, 2024. The Company fully repaid and terminated the New Live Oak Revolver in 2025 and holds $0 in restricted cash with Live Oak bank as of December 31, 2025.
Fixed Assets and Long-Lived Assets, Including Intangible Assets and Goodwill
Fixed assets are stated at cost. Depreciation on fixed assets is computed using the straight-line method over the estimated useful lives of the assets, which range from to 15 years for all classes of fixed assets.
ASC 360 requires that long-lived assets and certain identifiable intangibles held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company has adopted Accounting Standard Update (“ASU”) 2017-04 Intangibles – Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment effective April 1, 2017.
The Company reviews recoverability of long-lived assets on a periodic basis whenever events and changes in circumstances have occurred which may indicate a possible impairment. The assessment for potential impairment is based primarily on the Company’s ability to recover the carrying value of its long-lived assets from expected future cash flows from its operations on an undiscounted basis. If such assets are determined to be impaired, the impairment recognized is the amount by which the carrying value of the assets exceeds the fair value of the assets.
47
Intangible assets with finite useful lives are stated at cost less accumulated amortization and impairment. Intangible assets capitalized as of December 31, 2025 represent the valuation of the Company’s customer relationships, trade names, backlog and non-compete agreements which were acquired in the acquisitions. These intangible assets are being amortized on either the straight-line basis over their estimated average useful lives (certain trademarks, tradenames, backlog and non-compete agreements) or are being amortized based on the present value of the future cash flows (customer relationships, certain tradenames, backlog, and non-compete agreements). Amortization expense of the intangible assets runs through March 2038.
The Company assesses the impairment of identifiable intangibles whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors the Company considers to be important which could trigger an impairment review include the following:
1.Significant underperformance relative to expected historical or projected future operating results;
2.Significant changes in the manner of use of the acquired assets or the strategy for the overall business; and
3.Significant negative industry or economic trends.
When the Company determines that the carrying value of intangibles may not be recoverable based upon the existence of one or more of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows, the Company records an impairment charge. The Company measures any impairment based on fair value. Significant management judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.
When the Company acquires a controlling financial interest through a business combination, the Company uses the acquisition method of accounting to allocate the purchase consideration to the assets acquired and liabilities assumed, which are recorded at fair value. Any excess of purchase consideration over the net fair value of the net assets acquired is recognized as goodwill.
During the third quarter of 2023, due to decline in stock price, Management determined that a triggering event occurred representing an indicator of goodwill impairment and requiring goodwill impairment testing for each of its reporting units as of September 30, 2023. Management elected to bypass a qualitative assessment and performed a quantitative assessment, including a market capitalization reconciliation, to evaluate the performance of its reporting units. The impairment assessment resulted in a noncash goodwill impairment charge related to all three reporting units totaling $6,919,094 .
During 2024 and 2025, the Company has noted no indicator or triggering events that demonstrate it is more-likely-than-not our goodwill may be impaired.
Subsequent Events
Revenue Recognition
The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”).
The Company accounts for a contract with a customer that is within the scope of this Topic only when the five steps of revenue recognition under ASC 606 are met.
The five core principles will be evaluated for each service provided by the Company and is further supported by applicable guidance in ASC 606 to support the Company’s recognition of revenue.
Revenue is derived primarily from services provided to the federal government. The Company enters into agreements with customers that create enforceable rights and obligations and for which it is probable that the Company will collect the consideration to which it will be entitled as services and solutions are transferred to the customer. The Company also evaluates whether two or more agreements should be accounted for as one single contract.
48
When determining the total transaction price, the Company identifies both fixed and variable consideration elements within the contract. The Company estimates variable consideration as the most likely amount to which the Company expects to be entitled limited to the extent that it is probable that a significant reversal will not occur in a subsequent period.
At contract inception, the Company determines whether the goods or services to be provided are to be accounted for as a single performance obligation or as multiple performance obligations. For most contracts, the customers require the Company to perform several tasks in providing an integrated output and, hence, each of these contracts are deemed as having only one performance obligation. When contracts are separated into multiple performance obligations, the Company allocates the total transaction price to each performance obligation based on the estimated relative standalone selling prices of the promised services underlying each performance obligation.
This evaluation requires professional judgment, and it may impact the timing and pattern of revenue recognition. If multiple performance obligations are identified, the Company generally uses the cost plus a margin approach to determine the relative standalone selling price of each performance obligation. The Company does not assess whether a contract contains a significant financing component if the Company expects, at contract inception, that the period between when payment by the client and the transfer of promised services to the client occur will be less than one year.
The Company currently generates its revenue from three different types of contractual arrangements: cost plus fixed fee (“CPFF”), firm-fixed-price contracts (“FFP”) and time-and-materials (“T&M”) contracts. The Company generally recognizes revenue over time as control is transferred to the customer, based on the extent of progress towards satisfaction of the performance obligation. The selection of the method used to measure progress requires judgment and is dependent on the contract type and the nature of the goods or services to be provided.
For CPFF contracts, the Company uses input progress measures to derive revenue based on hours worked on contract performance as follows: direct costs plus Defense Contract Audit Agency (“DCAA”) approved provisional burdens plus fee. The provisional indirect rates are adjusted and billed at actual at year end. Revenue from FFP contracts is generally recognized ratably over the contract term, using a time-based measure of progress, even if billing is based on other metrics or milestones, including specific deliverables. For T&M contracts, the Company uses input progress measures to estimate revenue earned based on hours worked on contract performance at negotiated billing rates, plus direct costs and indirect cost burdens associated with materials and the direct expenses incurred in performance of the contract.
These arrangements generally qualify for the “right-to-invoice” practical expedient where revenue is recognized in proportion to billable consideration. FFP Level-Of-Effort contracts are substantially similar to T&M contracts except that the Company is required to deliver a specified level of effort over a stated period. For these contracts, the Company estimates revenue earned using contract hours worked at negotiated bill rates as the Company delivers the contractually required workforce.
Revenue generated from the Company’s FFP contracts is recognized over time as performance obligations are satisfied, based on the transfer of control to the customer. Revenue is generally recognized using an input method based on labor hours or costs incurred relative to total estimated costs. Most contracts do not include significant variable consideration, and contract modifications are generally minimal. Accordingly, the Company’s election of available transition practical expedients did not have a material impact on revenue recognition.
Revenue generated from contracts with federal, state, and local governments is primarily recognized over time. Under CPFF and time-and-materials T&M contracts, the Company performs services as directed by the customer and generally bills semi-monthly based on labor hours expended. Certain government software development contracts include defined deliverables and are structured as FFP arrangements, which are generally billed as performance obligations are satisfied.
Revenue recognition under FFP contracts requires judgment in allocating the transaction price to performance obligations and estimating total expected costs. Contract terms may extend up to five years .
Contract accounting requires judgment relative to assessing risks and estimating contract revenue and costs and assumptions for schedule and technical issues. Due to the size and nature of contracts, estimates of revenue and costs are subject to a number of variables. For contract change orders, claims or similar items, judgment is required for estimating the amounts, assessing the potential for realization and determining whether realization is probable. Estimates of total contract revenue and costs are continuously monitored during the term of the contract and are subject to revision as the contract progresses. From time to time, facts develop that require revisions of revenue recognized or cost estimates. To the extent that a revised estimate affects the current or an earlier period, the cumulative effect of the revision is recognized in
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the period in which the facts requiring the revision become known. When estimates of total costs to be incurred on a contract exceed total revenue, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
The Company accounts for contract costs in accordance with ASC Topic 340-40, Contracts with Customers. The Company recognizes the cost of sales of a contract as expense when incurred or at the time a performance obligation is satisfied. The Company recognizes an asset from the costs to fulfill a contract only if the costs relate directly to a contract, the costs generate or enhance resources that will be used in satisfying a performance obligation in the future and the costs are expected to be recovered. The incremental costs of obtaining a contract are capitalized unless the costs would have been incurred regardless of whether the contract was obtained.
The following table disaggregates the Company’s revenue by contract type for the years ended December 31:
| 2025 | 2024 | 2023 | |||||||||||||||
| Revenue: | |||||||||||||||||
| Time and material | $ | $ | $ | ||||||||||||||
| Firm fixed price | |||||||||||||||||
| Cost plus fixed fee | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
Contract Balances
Contract assets include unbilled amounts typically resulting from FFP contracts when the revenue recognized exceeds the amounts billed to the customer on uncompleted contracts. Contract liabilities consist of billings in excess of costs and estimated earnings on uncompleted contracts. Contract assets were $160,649 at January 1, 2024 and $270,147 at December 31, 2024. Contract assets were $270,147 at January 1, 2025 and $568,705 at December 31, 2025. The change in contract assets during the year primarily reflects the timing of billings compared to revenue recognition, including increased activity near period end and normal billing cycle differences. Contract assets are transferred to accounts receivable when the Company’s right to consideration becomes unconditional.
In accordance with industry practice, contract assets and liabilities related to costs and estimated earnings in excess of billings on uncompleted contracts, and billings in excess of costs and estimated earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend beyond one year; thus, collection of the amounts related to these contracts may extend beyond one year.
Derivative Financial Instruments
Derivatives are recorded on the consolidated balance sheet at fair value. The conversion features of certain of the convertible instruments are embedded derivatives and are separately valued and accounted for on the consolidated balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. Valuations derived from various models are subject to ongoing internal and external verification and review. The model used incorporates market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income (loss).
Under current GAAP, an equity-linked financial instrument that otherwise is not required to be classified as a liability under the guidance Distinguishing Liabilities from Equity (Topic 480) is evaluated under the guidance in Topic 815, Derivatives and Hedging, to determine whether it meets the definition of a derivative. If it meets that definition, the instrument (or embedded feature) is evaluated to determine whether it is indexed to an entity’s own stock as part of the analysis of whether it qualifies for a scope exception from derivative accounting.
Generally, for warrants and conversion options embedded in financial instruments that are deemed to have a debt host (assuming the underlying shares are readily convertible to cash or the contract provides for net settlement such that the embedded conversion option meets the definition of a derivative), a reporting entity is required to classify the freestanding financial instrument or the bifurcated conversion option as a liability, which the entity must measure at fair value initially and at each subsequent reporting date.
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The amendments in this accounting standards update revise the guidance for instruments with embedded features in Subtopic 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, which is considered in determining whether an equity-linked financial instrument qualifies for a scope exception from derivative accounting.
Accounts Receivable and Concentration of Credit Risk
An allowance for credit losses is based on management’s estimate of the overall collectability of accounts receivable, considering historical losses. Based on these same factors, individual accounts are charged off against the allowance when management determines those individual accounts are uncollectible. Credit extended to customers is generally uncollateralized. Past-due status is based on contractual terms. The Company does not charge interest on accounts receivable; however, United States (“U.S.”) government agencies may pay interest on invoices outstanding more than 30 days. Interest income is recorded when received. As of December 31, 2025 and 2024, management did not consider an allowance for credit losses is necessary.
The Company’s customer base is concentrated with a relatively small number of customers. The Company does not generally require collateral or other security to support accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations on its customers’ financial condition. The Company establishes allowances for credit losses based upon factors surrounding the credit risk of customers, historical trends, and other information.
For the years ended December 31, 2025, 2024, and 2023, the Company had three customers represent 73 %, 47 %, and 52 % of revenue earned, respectively. Any customer that represents 10% or greater of total revenue represents a risk. The Company has three customers that represent 73 % of the total accounts receivable as of December 31, 2025 and four customers that represented 65 % of the total accounts receivable as of December 31, 2024.
Investment in Joint Ventures/Captive Insurance Entity
In May 2024, the Company entered in to a program to self-insure some of its healthcare risk up to a certain limit, with the use of a stop loss policy. In June 2024, the Company made an equity investment in a captive insurance company. In June 2025, the Company transitioned to a fully insured healthcare model. The equity investment is expected to be returned to the Company and is included in Accounts Receivable on the Consolidated Balance Sheets.
During 2025, the Company made a cash investment of $100,000 in a joint venture in which it holds a minority ownership interest. In addition, the Company made an immaterial investment of $250 in a separate joint venture. The Company does not control either entity and accounts for these investments under the equity method of accounting in accordance with ASC 323, Investments — Equity Method and Joint Ventures. As of December 31, 2025, the carrying value of the Company’s investments in joint ventures was $100,250 , which is included in Investment in Joint Ventures/Captive Insurance Entity on the Consolidated Balance Sheets.
The Company has no obligation to provide additional funding and has not guaranteed any obligations of the joint ventures.
Accounting for Income Taxes
Income taxes are accounted for under the asset and liability method. We estimate our income taxes in each of the jurisdictions where the Company operates. This process involves estimating our current tax expense or benefit together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are included in our consolidated balance sheets. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. When assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some or all of the deferred tax assets will not be realized. In making this assessment, we consider the availability of loss carryforwards, projected reversals of deferred tax liabilities, projected future taxable income, and ongoing prudent and feasible tax planning strategies.
We are subject to income taxes in the federal and state tax jurisdictions based upon our business operations in those jurisdictions. Significant judgment is required in evaluating uncertain tax positions. We record uncertain tax positions in accordance with ASC 740-10 on the basis of a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position, and (2) with respect to those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50% likely to be realized upon ultimate settlement with the related tax authority. Management evaluates its tax positions on a quarterly basis.
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The Company files income tax returns in the U.S. federal tax jurisdiction and various state tax jurisdictions. The federal and state income tax returns of the Company are subject to examination by the Internal Revenue Service (“IRS”) and state taxing authorities, generally for three years after they were filed.
One Big Beautiful Bill Act On July 4, 2025, H.R.1, commonly referred to as the One Big Beautiful Bill Act ("OBBBA"), was enacted in the U.S. which includes a broad range of tax reform provisions, including extending and modifying certain key Tax Cuts and Jobs Act provisions (both domestic and international), and provisions allowing accelerated tax deductions for qualified property and research expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others to be implemented through 2027. The legislation's enactment did not materially impact our effective income tax rate or cash tax position.
The Company accounts for income taxes under ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an entity's unaudited condensed financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company's unaudited condensed financial statements.
Share-Based Compensation
The Company follows ASC 718 Compensation – Stock Compensation and has adopted ASU 2017-09 Compensation – Stock Compensation (“Topic 718”) Scope of Modification Accounting. The Company calculates compensation expense for all awards granted, but not yet vested, based on the grant-date fair values. The Company recognizes these compensation costs, on a pro rata basis over the requisite service period of each vesting tranche of each award for service-based grants, and as the criteria is achieved for performance-based grants.
The Company adopted ASU 2016-09 Improvements to Employee Share-Based Payment Accounting. Cash paid when shares are directly withheld for tax withholding purposes is classified as a financing activity in the statement of cash flows.
Fair Value of Financial Instruments
ASC 825 Financial Instruments requires the Company to disclose estimated fair values for its financial instruments. Fair value estimates, methods, and assumptions are set forth below for the Company’s financial instruments: The carrying amount of cash, accounts receivable, prepaid and other current assets, accounts payable and accrued liabilities, approximate fair value because of the short-term maturity of those instruments. The fair value of debt reflects the price at which the debt instrument would transact between market participants, in an orderly transaction at the measurement date. The fair value of the equity consideration from business combinations are measured using the price of our common stock at the measurement date, along with applying an appropriate discount for lack of marketability. For contingent liabilities from business combinations, the fair value is measured on the acquisition date using an option pricing model. The Company does not utilize derivative instruments for hedging purposes.
Loss Per Share of Common Stock
Basic net loss per common share is computed using the weighted average number of common shares outstanding, as well as a warrant to purchase 1,080,717 shares of common stock for a total aggregate exercise price of $1 granted in connection with the $5,600,000 note payable maturing August 31, 2026, as the cash consideration for the holder/grantee to receive common shares was determined to be nonsubstantive. As of December 31, 2025, these warrants have been fully exercised and are no longer included in the calculation. Diluted earnings per share (“EPS”) include additional dilution from common stock equivalents, such as convertible notes, preferred stock, stock issuable pursuant to the exercise of stock options and all other warrants. Common stock equivalents are not included in the computation of diluted earnings per share when the Company reports a loss because to do so would be anti-dilutive for periods presented, so only the basic weighted average number of common shares are used in the computations. The Company subtracts dividends on preferred stock when calculating loss per share.
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Recent Accounting Pronouncements
On November 4, 2024, the FASB issued ASU No. 2024-03 Disaggregation of Income Statement Expenses (Subtopic 220-40). ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and will be applied on a prospective basis with the option to apply the standard retrospectively. We are evaluating the disclosure impact of ASU 2023-09; however, we do not expect the standard will have a material impact on the company’s consolidated financial position, results of operations, and/or cash flows.
The Company continually assesses new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company's financial reporting, the Company undertakes a study to determine the consequences of such change to its Financial Statements and assures that there are proper controls in place to ascertain that the Company's Financial Statements properly reflect the change. Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company's present or future financial statements.
Note 3: Acquisition and Disposition
The Company has completed the following acquisition and disposition to achieve its business purposes as discussed in Note 1:
GTMR
On March 22, 2023, the Company entered into an agreement and plan of merger with GTMR. This acquisition was accounted for as a business combination whereby GTMR became a 100 % owned subsidiary of the Company (the “GTMR Acquisition”). The Company acquired GTMR to expand our capabilities, increase market share, gain access to new contracts, and achieve cost efficiencies through synergies and economies of scale.
As the acquisition was an equity acquisition of GTMR, certain assets of the acquisition (intangible assets and goodwill) are not considered deductible for tax purposes.
The following represents the preliminary assets and liabilities acquired in this acquisition:
| March 31, 2023 | Adjustments | December 31, 2023 | |||||||||
| Cash | $ | $ | $ | ||||||||
| Accounts receivable and other receivables | ( | ||||||||||
| Income tax receivable | ( | ||||||||||
| Prepaid expenses | ( | ||||||||||
| Other assets | |||||||||||
| Furniture and equipment | |||||||||||
| Right of use asset - operating lease | |||||||||||
| Customer relationships | |||||||||||
| Right of use - finance lease | |||||||||||
| Tradename | |||||||||||
| Backlog | |||||||||||
| Goodwill | |||||||||||
| Deferred tax liability | ( | ( | ( | ||||||||
| Lease liability - operating lease | ( | ( | ( | ||||||||
| Lease liability - finance lease | ( | ( | |||||||||
| Accounts payable and accrued expenses | ( | ( | |||||||||
| Net assets acquired | $ | $ | $ | ||||||||
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The consideration paid for GTMR was as follows:
| Cash | $ | ||||
| Due to Seller | |||||
| Other consideration | |||||
| Cash from factoring | |||||
| Common stock | |||||
| Accounts receivable note | |||||
| Total consideration paid | $ | ||||
The GTMR Acquisition has been accounted for under the acquisition method of accounting. Under the acquisition method of accounting, the total acquisition consideration price was allocated to the assets acquired and liabilities assumed based on their preliminary estimated fair values. The fair value measurements utilize estimates based on key assumptions of the GTMR Acquisition, and historical and current market data. The excess of the purchase price over the total of the estimated fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill. To determine the fair values of tangible and intangible assets acquired and liabilities assumed for GTMR, we engaged a third-party independent valuation specialist. Intangible assets, which are primarily comprised of customer relationships and backlog, were valued using the excess earnings discounted cash flow method. On the date of the acquisition, the Company simultaneously factored $411,975 of the accounts receivable from GTMR to finance the acquisition.
The Company had received a preliminary valuation from its specialist and recorded the value of the assets and liabilities acquired based on historical inputs and data as of March 22, 2023. The allocation of the purchase price is based on the best information available. The Company paid $185,896 in transaction costs of GTMR, which was excluded from the purchase price and issued an accounts receivable note (“Accounts Receivable Note”) and held back $240,000 , the details for which have been discussed in amounts due to seller in Note 10.
During the measurement period (which is the period required to obtain all necessary information that existed at the acquisition date, or to conclude that such information is unavailable, not to exceed one year), additional assets or liabilities may be recognized, or there could be changes to the amounts of assets or liabilities previously recognized on a preliminary basis, if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of these assets or liabilities as of that date. The measurement period for the GTMR Acquisition closed on March 22, 2024, and there were no further adjustments.
During the measurement period, the Company recorded several adjustments to goodwill as a result of GTMR's adoption of ASC 842, tax adjustments, and an update to the fair value of acquired furniture and equipment. These measurement period adjustments were subsequently identified as a result of the completion of third party accounting assistance.
MFSI
On September 11, 2024, the Company entered into a stock purchase agreement with Lead-Risk Millenia, LLC (the "Buyer") for the sale of one of its subsidiaries, MFSI (the "MFSI Divestiture"). The stock purchase agreement, approved by the Board of Directors on September 13, 2024, was for the purchase and sale of 100 % of the issued and outstanding stock of MFSI, which became effective on September 16, 2024. The stock purchase agreement requires an initial cash payment of $15,000 . Additionally, the Company will receive future consideration equal to 6 % of all revenue generated by MFSI until September 30, 2029, or until total payments reach $705,000 , whichever comes first. As part of the MFSI Divestiture, the Company retained all of MFSI's cash deposits and accounts receivable in excess of $150,000 .
Management estimated the present value of future consideration to be received, recognizing short and long term components of a receivable, which we will accrete over time and reassess periodically. An 8.5 % discount rate was applied to calculate the present value of the receivable, totaling $296,009 ("Anticipated Receivable"). The Company recorded a gain of $39,234 from the MFSI Divestiture. The balance of the Anticipated Receivable, accounts receivable in excess of $150,000 , and any payments made by the Company on behalf of the Buyer, are reflected in Due from Buyer on the Consolidated Balance Sheets. As of December 31, 2025, the balance of the Anticipated Receivable was $135,466 reflecting payments received to date.
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Note 4: Fixed Assets
Fixed assets consisted of the following as of December 31:
| 2025 | 2024 | ||||||||||
| Equipment and software | $ | $ | |||||||||
| Furniture | |||||||||||
| Automobile | |||||||||||
| Leasehold improvements | |||||||||||
| Total fixed assets | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| Fixed assets, net | $ | $ | |||||||||
Depreciation expense for the years ended December 31, 2025, 2024, and 2023 was $76,716 , $157,376 , and $148,512 respectively.
Note 5: Intangible Assets and Goodwill
Intangible assets consisted of the following as of December 31, 2025 and December 31, 2024:
| December 31, 2025 | |||||||||||||||||||||||
| Gross carrying value | Accumulated Amortization | Net carrying value | |||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trade name | ( | ||||||||||||||||||||||
| Trademark | ( | ||||||||||||||||||||||
| Backlog | ( | ||||||||||||||||||||||
| Non-compete agreement | ( | ||||||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | |||||||||||||||||||
| Trade name | ( | ||||||||||||||||||||||
| Trademark | ( | ||||||||||||||||||||||
| Backlog | ( | ||||||||||||||||||||||
| Non-compete agreement | ( | ||||||||||||||||||||||
| $ | $ | ( | $ | ||||||||||||||||||||
The intangible assets, with the exception of the trademarks, were recorded as part of the acquisitions of Corvus, MFSI, Merrison, LSG, SSI, and GTMR. The intangible assets associated with MFSI were properly derecognized upon the sale of MFSI. Amortization expense for the years ended December 31, 2025, 2024, and 2023 was $1,422,148 , $2,062,809 , and $2,380,303 respectively, and the intangible assets are being amortized based on the estimated future lives as noted above.
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Future amortization of the intangible assets for the next five years as of December 31 are as follows:
| 2026 | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total | $ | ||||
The following table presents changes to goodwill for the years ended December 31, 2025 and 2024 for each reporting unit:
| Corvus | SSI | MFSI | Total | ||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | |||||||||||||||||||
| Goodwill removed through disposition | ( | ( | |||||||||||||||||||||
| December 31, 2024 | |||||||||||||||||||||||
| December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
Note 6: Convertible Promissory Notes – Related Party
The Company has no convertible promissory notes with related parties as of December 31, 2025 and 2024. Interest expense which includes amortization of discount and premium for the years ended December 31, 2025, 2024 and 2023 was $— , $209,622 , and $1,399,262 , respectively. The amount of the debt discount recorded related to the conversion feature granted to the note holder was evaluated for characteristics of liability or equity and was determined to be equity under ASC 470 and ASC 480. The Company recognized this as additional paid in capital, and the discount was being amortized over the life of the note.
Note 7: Notes Payable
The Company entered into notes payable as follows as of December 31:
| 2025 | 2024 | ||||||||||
Note payable at | |||||||||||
| Promissory note payable (b) | |||||||||||
| Total Notes Payable | $ | $ | |||||||||
(a)On February 22, 2024, as a result of amending two note payables with Robert Eisiminger, the Company entered into the 2024 Eisiminger Note, with a principal balance of $6,000,000 , maturing on August 31, 2026, and bearing interest at 7.5 % per annum until February 1, 2025, and at 8 % per annum thereafter. As of December 31, 2025, the Company fully repaid this note.
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(b)On February 22, 2024, the Company and the BCRT entered into a new note payable in the principal amount of $2,400,000 (the "Buckhout February 2024 Note") maturing on August 31, 2026, and bearing interest at 5 % per annum through January 1, 2025, 8 % per annum through January 1, 2026, and 12 % per annum thereafter. The principal amount was to be amortized at the rate of $100,000 per month, commencing in September 2024 until the final payment was made in August 2026. The terms of the Buckhout February 2024 Note did not permit the principal amount to be converted into common stock. Refer to Note 6, "Convertible Promissory Notes - Related Party" for relevant information regarding the previous note with the BCRT. As of December 31, 2025, the Company fully repaid this note.
Note 8: Note Payable – Related Party
The Company entered into a note payable – related party as follows as of December 31:
| 2025 | 2024 | ||||||||||
Note payable at | $ | $ | |||||||||
Interest expense for the years ended December 31, 2025, 2024, and 2023 was $20,000
On February 16, 2024, the Company entered into a letter agreement to (i) extend the maturity date from December 31, 2024 to August 1, 2025 and (ii) require subsequent monthly principal payments of $50,000 for eight months commencing on the maturity date, with the final payment by March 31, 2026. On August 1, 2025, the Company further extended the maturity date to March 1, 2026, maintaining the $50,000 monthly amortization for eight months beginning in March 2026. All other terms of the note payable remain unchanged. As a result, $400,000 is reflected in current liabilities.
On February 11, 2026, the Company fully repaid the note payable. See Note 17, “Subsequent Events” for further information.
Note 9: Revolving Credit Facility
On April 4, 2022, the Company secured a $950,000 revolving credit facility with Live Oak Banking Company ("Live Oak Bank" and the “Revolving Credit Facility”). The Revolving Credit Facility was to mature on March 28, 2029, and draws on it were charged interest at the rate of prime plus 2.75 % per annum. Interest is payable monthly. As of December 31, 2023, the Company had $625,025 outstanding on the Revolving Credit Facility.
On February 22, 2024 the Company entered into a $4,000,000 revolving credit facility with Live Oak Bank that bears interest at prime plus 2 % interest and matures on February 22, 2025 (the “New Live Oak Revolver"). The New Live Oak Revolver replaces the Revolving Credit Facility. The Company rolled over the principal balance outstanding of approximately $625,000 on the Revolving Credit Facility and was advanced an additional amount of $904,793 , the majority of which was used to make the partial payment on the convertible promissory note with the BCRT. See Note 6, "Convertible Promissory Notes - Related Party".
Effective August 15, 2024, the Company modified the terms of the New Live Oak Revolver with Live Oak Bank. Under the terms of the modified agreement, the Company is required to (i) establish a collateral account with a balance of not less than $250,000 until such time as the senior debt service covenant is replaced by a total debt service covenant of 1.15 :1.00 at which time funds shall be released at lender's sole discretion, (ii) modified the frequency of the reporting of the borrowing base certificate from once a month to twice a month, and (iii) reduced the borrowing capacity from $4,000,000 to $2,000,000 .
On February 13, 2025, the Company fully repaid its outstanding line of credit with Live Oak Bank in the amount of $1,989,986 . Following this payment, the line of credit was closed and the restricted cash was released to the Company’s checking account. The Company has no remaining obligations under this facility.
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Note 10: Due To Seller
As part of the acquisition of SSI (the "SSI Acquisition"), the Company was obligated to pay an earnout contingent on the results of operations of SSI through August 2023. On February 15, 2024, the Company entered into an agreement with the former shareholders of SSI concerning the amount and timing of the contingent earnout included in total consideration for the SSI Acquisition in August 12, 2021. The parties agreed to settle the amount for a total of $720,000 , consisting of an initial payment of $180,000 made by the Company upon execution of the agreement, followed by monthly payments of $20,000 plus interest at 5 % per annum for 27 months beginning in March 2024. In November 2025, the balance was fully paid off.
Note 11: Stockholders’ Equity (Deficit)
Preferred Stock
The Company has 50,000,000 shares of preferred stock authorized. The Company has designated a Series A preferred stock, Series B preferred stock and Series C preferred stock. The Series B preferred stock was fully converted into common stock during 2022, and as such, there is no outstanding Series B preferred stock as of December 31, 2025.
Series A Preferred Stock
The Company has designated 10,000,000 shares of Series A preferred stock, par value of $0.0001 .
On April 7, 2022, the Company amended the certificate of designation for its Series A preferred stock to (a) provide for an annualized dividend of $0.0125 per share to be paid monthly; (b) amend the conversion ratio for each share of Series A preferred stock to convert into 0.1 share of common stock instead of 1.0 share of common stock; and (c) provide for the Company to have the option to repurchase the Series A preferred stock at any time at a price of $1 per share.
As of December 31, 2025 and December 31, 2024, the Company had 5,875,000 587,500 5,875,000 shares were issued to former officers of the Company in settlement of debt. For the year ended December 31, 2023, the Company had preferred stock dividends recognized of $118,152 , of which $72,624 was related to Series A Preferred Stock dividends. For the years ended December 31, 2025 and 2024, the Company recognized total preferred stock dividends of $107,442 and $119,277 , respectively, of which $73,077
Series B Preferred Stock
The Company has designated 10,000,000 shares of Series B preferred stock, par value of $0.0001 . On October 17, 2022 the Company issued a total of 15,375,000 shares of common stock in connection with the conversion of all of its Series B preferred shares outstanding in connection with its public offering. As of December 31, 2025 and December 31, 2024, the Company had no
Series C Preferred Stock
The Company has designated 10,000,000 shares of Series C preferred stock, par value of $0.0001 (effective July 19, 2021). In the year ended December 31, 2024, the Company raised $150,000 for 150,000 shares of Series C preferred stock along with 300,000 common shares. Each share of the Series C preferred stock is convertible into 0.625 common shares, and the Series C preferred stock pays a $0.06 dividend per Series C preferred share per year. The dividend commenced accruing when the Series C preferred shares were fully designated and issued.
For the year ended December 31, 2025, the Company has total preferred stock dividends recognized of $107,442 of which $34,365 is related to Series C preferred stock dividends. The Series C preferred stockholders under their subscription agreements were issued 0.1 common shares per Series C preferred share for their investment. As a result, as of December 31, 2024, 770,000 shares of Series C preferred stock have been issued. On January 3 and January 8, 2025, two holders of the Company’s Series C preferred stock, converted an aggregate of 200,000 shares of Series C preferred stock to 125,000 shares of common stock at a conversion rate of 0.625 570,000 shares of Series C preferred stock is outstanding.
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Common Stock
The Company has 3,000,000,000 shares of common stock, par value $0.0001 authorized. The Company had 94,612,750 77,076,129
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290331) to register an aggregate of 3,000,000 shares of the Company’s common stock to be issued pursuant to the Castellum, Inc. 2025 Employee Stock Purchase Plan (the “ESPP”). The ESPP was adopted by the Company’s Board of Directors on March 11, 2025 and approved by the Company’s stockholders at the annual meeting held on May 28, 2025. The ESPP is a voluntary employee benefit program that permits eligible employees to contribute up to 5 % of their eligible compensation through payroll deductions each pay period. Payroll deductions and purchases of Company common stock under the ESPP did not commence until 2026. Shares are purchased on behalf of participating employees on a quarterly basis at a price equal to 85 % of the fair market value on the applicable purchase date. The ESPP is intended to provide employees with an opportunity to acquire an ownership interest in the Company and is not a component of executive compensation.
On September 17, 2025, the Company filed a registration statement on Form S-8 (File No. 333-290332) to register an aggregate of 9,000,000 shares of the Company's common stock to be issued pursuant to the Castellum, Inc. Second Amended 2021 Stock Incentive Plan.
On January 25, 2024 the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 5,243,967 shares of the Company’s common stock, at a purchase price of $0.32 per share and (ii) 3,193,534 pre-funded warrants (the “Pre-funded Warrant(s)”) to purchase up to an aggregate of 3,193,534 shares of common stock for aggregate gross proceeds to the Company of approximately $2.7 million, before deducting the placement agent fees and estimated offering expenses payable by the Company (the “Registered Offering”). The Pre-funded Warrants were sold at an offering price of $0.319 per Pre-funded Warrant and are exercisable at a price of $0.001 per share.
In a concurrent private placement, the Company agreed to issue to the same institutional investor, for each ordinary share and Pre-funded Warrant purchased in the offering, an additional ordinary share purchase warrant (“Regular Warrants”). The Regular Warrants had an exercise price of $0.35 and were exercisable to purchase an aggregate of 8,437,501 shares of common stock. The Regular Warrants were exercisable for five years . The shares, the Pre-Funded Warrants, and the Pre-Funded Warrant Shares were being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-275840), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on December 12, 2023, and a related prospectus supplement dated January 25, 2024, related to the Registered Offering. The Registered Offering closed on January 29, 2024. All Pre-funded and Regular Warrants have been exercised as of December 31, 2025.
On January 3, 2025, a member of the Company’s Board of Directors (“Board”), exercised 110,028 stock options at $0.21 per share for 110,028 shares of common stock. On August 21, 2025, a member of the Company's Board exercised 125,000 stock options at $0.21 per share for 125,000 shares of common stock.
In January 2025, two holders of the Company’s Series C preferred stock, converted 200,000 shares of Series C preferred stock into 125,000 shares of common stock at a conversion rate of 0.625 shares of common stock per share of Series C preferred stock.
On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $1 . Prior to this exercise, the treatment of these warrants was evaluated under ASC 260-10, Earnings Per Share — Overall. Under this guidance, shares issuable for little or no cash consideration are considered outstanding common shares and are included in the computation of basic earnings per share from the date they are granted. Accordingly, the exercise of these warrants does not impact the Company's earnings per share calculation.
On January 10, 2025, the Company filed a universal shelf registration on Form S-3 (File No. 333-284205), which was declared effective by the SEC on January 24, 2025, pursuant to which the Company may offer and sell up to $100,000,000 of equity and debt securities.
On March 19, 2025, the Company closed on the March 2025 Public Offering of 4,500,000 Units at a public offering price of $1.00 per Unit. Each Unit consisted of one share of common stock and one warrant to purchase one share of common stock. The March 2025 Warrants were immediately exercisable at $1.08 per share and expired 60 days from the date of
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issuance. The shares of common stock and March 2025 Warrants were immediately separable and issued separately. Gross proceeds from the March 2025 Public Offering were approximately $4.5 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the March 2025 Offering for working capital and general corporate purposes.
On June 13, 2025, the Company closed on the June 2025 Public Offering of 4,166,667 Units at a public offering price of $1.20 per Unit. Each Unit consists of one share of common stock and one warrant to purchase one share of common stock. The June 2025 Warrants were immediately exercisable at $1.22 per share and expired 60 days from the date of issuance. The shares of common stock and June 2025 Warrants were immediately separable and issued separately. Gross proceeds from the June 2025 Public Offering were approximately $5.0 million before deducting placement agent fees and offering expenses. Castellum used the net proceeds of the June 2025 Public Offering for working capital and general corporate purposes.
As of December 31, 2025, 1,755,543 of the March 2025 Warrants issued were exercised at $1.08 per share, for gross proceeds of $1.90 million before deducting placement agent fees. The remaining 2,744,457 March 2025 Warrants have expired as of December 31, 2025.
As of December 31, 2025, 3,673,666 of the June 2025 Warrants issued were exercised at $1.22 per share, for gross proceeds of $4.48 million before deducting placement agent fees. The remaining 493,001 June 2025 Warrants have expired as of December 31, 2025.
During the year ended December 31, 2025, the Company recorded an obligation to issue 515,464 restricted shares of common stock, that vest ratably over a period of one year , to its Board for their service on the Board from January 1, 2024, through June 30, 2024. The total expense booked to record this obligation was $146,768 . On June 11, 2025, the Board agreed to a cash payment totaling $146,700 , which was paid out on June 17, 2025, and the obligation to issue shares was reduced to zero .
During the twelve months ended December 31, 2025, 17,536,622 shares of common stock were issued related to the stock option exercises, March 2025 Public Offering and June 2025 Public Offering, for common stock, along with the warrant exercises noted below.
Warrants
The Pre-funded Warrants were immediately exercisable and do not have an expiration date. As noted above, the Company sold Pre-funded Warrants to purchase up to an aggregate of 3,193,534 shares of common stock at an offering price of $0.319 per Pre-funded Warrant, which are exercisable at a price of $0.001 per share. As of December 31, 2025, all Pre-funded Warrants have been exercised.
The Regular Warrants became exercisable on March 20, 2024, upon effectiveness of shareholder approval which was obtained on February 12, 2024. The Regular Warrants expire on March 20, 2029, and have an exercise price of $0.35 per share. During the month of February, an institutional investor exercised an aggregate of 2,000,000 warrants to purchase 2,000,000 shares of the Company’s common stock which resulted in aggregate proceeds to the Company of $700,000 . All warrants held by this investor have now been fully exercised.
On February 12, 2025, an investor exercised an aggregate of 1,080,717 warrants to purchase 1,080,717 shares of the Company’s common stock which resulted in proceeds to the Company of $1 . The treatment of these warrants was accessed under ASC 260-10, Earnings Per Share—Overall, where shares issuable for little or no cash consideration shall be considered outstanding common shares and are included in the computation of basic earnings per share since they were originally granted.
Of the 4,500,000 March 2025 Warrants issued during the March Public Offering, 1,755,543 warrants were exercised at $1.08 per share prior to December 31, 2025. The remaining 2,744,457 warrants expired on May 19, 2025.
Of the 4,166,667 June 2025 Warrants issued during the June 2025 Public Offering, 3,673,666 warrants were exercised at $1.22 per share prior to December 31, 2025. The remaining 493,001 warrants expired on August 12, 2025.
The Regular Warrants and the Pre-funded Warrants do not require a cash settlement. Based on the terms of the agreements, both the Regular Warrants and the Pre-funded Warrants were freestanding, equity-linked instruments that represented separate units of account. The Company allocated the value of the net proceeds from the Registered Offering to the
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common stock, Regular Warrants and Pre-funded Warrants based on relative fair value. The value allocated to the Regular Warrants and Pre-funded Warrants was recorded in Additional Paid-In Capital in the Consolidated Balance Sheets.
The following table represents a summary of warrants for the year ended December 31, 2025 and December 31, 2024:
| 2025 | 2024 | 2023 | |||||||||||||||||||||||||||||||||||||||||||||
| Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | Number | Weighted Average Exercise Price | ||||||||||||||||||||||||||||||||||||||||||
| Beginning balance | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Granted | |||||||||||||||||||||||||||||||||||||||||||||||
| Exercised | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Expired | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Ending balance | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Warrants exercisable | |||||||||||||||||||||||||||||||||||||||||||||||
| Intrinsic value of warrants | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||
| Weighted Average Remaining Contractual Life (Years) | |||||||||||||||||||||||||||||||||||||||||||||||
Options
On November 9, 2021, the Company approved the 2021 Stock Incentive Plan (“Stock Incentive Plan”) that authorized the Company to grant up to 2,500,000 shares of common stock. Prior to this date, the granting of options was not done pursuant to the terms of a stock incentive plan. On November 9, 2023 the Board approved an amendment to the Stock Incentive Plan to increase the aggregate number of shares available for issuance from 2,500,000 to 6,000,000 (the "Amended Plan"), which was approved by the Company's stockholders at its annual meeting on May 29, 2024.
On March 11, 2025, the Board approved an amendment to the Amended Plan to further increase the aggregate number of shares available for issuance from 6,000,000 to 9,000,000 (the "Second Plan Amendment" and the "Second Amended Plan"), which was approved by the Company's stockholders at the Company's 2025 annual meeting of stockholders held on May 28, 2025. As of December 31, 2025, 8,807,500 stock options have been granted under the Amended Plan.
The following represents a summary of options for the Amended Plan and additional options granted outside of the Amended Plan for the years ended December 31, 2025 and 2024:
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| Number of Options | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (in Years) | Weighted-Average Fair Value | ||||||||||||||||||||
| Outstanding, December 31, 2023 | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | |||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Outstanding December 31, 2024 | |||||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Exercised | ( | ||||||||||||||||||||||
| Forfeited | ( | ||||||||||||||||||||||
| Outstanding December 31, 2025 | $ | $ | |||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Vested and Exercisable | $ | $ | |||||||||||||||||||||
Stock based compensation expense related to options for the years ended December 31, 2025 and 2024 was $2,475,687 and $5,280,217 , respectively, which is comprised of $2,202,451 and $4,940,735 in service-based grants and $273,236 and $339,482 in performance-based grants, for the years ended December 31, 2025 and 2024, respectively. Forfeitures are recognized as incurred.
In accordance with ASC 718-10-50, the Company measures the fair value of its share-based payment arrangements using the Black-Scholes model. The Company measures the share-based compensation on the grant date using the following assumptions:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Expected term | |||||||||||||||||
| Expected volatility | |||||||||||||||||
| Expected dividend yield | |||||||||||||||||
| Risk-free interest rate | |||||||||||||||||
The Company measures the share-based compensation for all options and warrants that are not considered derivative liabilities using the Black-Scholes method with these assumptions, and any changes to these inputs can produce significantly higher or lower fair value measurements. The weighted average grant date fair value of the options granted during the years ended December 31, 2025, 2024 and 2023 was $1.12 , $0.19 and $1.10 , respectively. The risk-free interest rate is based on the yield of a zero coupon U.S. Treasury Security with a maturity equal to the expected life of the stock option from the date of the grant. The assumption for expected volatility is based on the historical volatility of the Company. Aside from dividends paid on preferred shares, it is the Company's intent to retain all profits for the operations of the business for the foreseeable future, as such the dividend yield assumption is zero .
Note 12: Fair Value
Fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. GAAP sets forth a three-level fair value hierarchy, which prioritizes the inputs used in measuring fair value. The three levels are as follows:
Level 1 – defined as observable inputs, such as quoted market prices in active markets.
Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable.
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Level 3 – defined as unobservable inputs in which little or no market data exists, therefore, requiring an entity to develop its own assumptions.
Our financial assets and liabilities subject to the three-level fair value hierarchy consist principally of cash and cash equivalents, accounts receivable, accounts payable, contingent consideration and derivative liabilities. The estimated fair value of cash and cash equivalents, accounts receivable, fixed interest debt and accounts payable approximates their carrying value.
On April 4, 2022, the Company issued common stock, a convertible note, and warrants in a securities purchase agreement (“SPA”), with Crom (“2022 Crom SPA”). The Company had evaluated the conversion option liability in the convertible note and the warrants to determine proper accounting treatment and determined them to be derivative liabilities (“Derivative Liabilities”).
On February 13, 2023, the 2022 Crom SPA was terminated through an induced conversion thereby extinguishing the conversion option liability associated with the 2022 Crom note; the warrants were not affected. Concurrent with the termination of the 2022 Crom SPA, the Company issued common stock, a convertible note, and warrants in the 2023 SPA. The Company evaluated the conversion option in this convertible note and these warrants to determine proper accounting treatment and determined them to be derivative liabilities (also “Derivative Liabilities”). The Derivative Liabilities had and have been accounted for utilizing ASC 815 “Derivatives and Hedging.” The warrants issued in connection with the 2023 SPA were exercised in December 2024.
On February 13, 2024, the Company paid the outstanding principal and accrued interest owed on the 2023 Note Payable to Crom, thereby extinguishing the conversion feature associated with this note; the warrants were not affected.
The Company recognized liabilities for the estimated fair values of the Derivative Liabilities. The estimated fair values of these liabilities were calculated using a binomial pricing model with key input variables by an independent third party, as of the date of issuance, with changes in fair value recorded as gains or losses on revaluation in other income (expense). As of December 31, 2025, the Company recorded the fair value of the 656,250 warrants issued on April 4, 2022 (“Derivative Liability”) at $262,000 , all other derivative liabilities were extinguished or exercised.
In connection with the MFSI Divestiture, as discussed in Note 3, "Acquisition and Disposition", Management estimated the present value of future consideration to be received, using a probability-weighted analysis to determine the amount of the receivable and applying a discount rate that captures the risks associated with the duration of the consideration. The Company determined that the significant inputs used to value the Anticipated Receivable fall within Level 3 of the fair value hierarchy.
The Company determined that the significant inputs used to value the Derivative Liabilities fall within Level 3 of the fair value hierarchy. As a result, the Company has determined that the valuation of its Derivative Liabilities and contingent earnout are classified in Level 3 of the fair value hierarchy as shown in the table below:
| Fair Value Measurements at December 31, 2025 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| Fair Value Measurements at December 31, 2024 | ||||||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
The value at inception of the remaining Derivative Liability was $378,000 . During the year ended December 31, 2025, 2024, and 2023 the Company recognized changes in the fair value of the Derivative Liabilities of $621,000 , $(725,400 ), and $666,400 respectively.
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Activity related to the Derivative Liability for the year ended December 31, 2025 is as follows:
| Beginning balance as of December 31, 2024 | $ | ( | ||||||
| Issuance of Derivative Liabilities | ||||||||
| Ending balance as of December 31, 2025 | $ | ( | ||||||
Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of the Derivative Liabilities is estimated using a binomial valuation model. The assumptions, inputs, and methodologies the Company uses in determining fair value result in inherent uncertainty. The following assumptions were used for the periods as follows:
| 2025 | 2024 | |||||||||||||
| Stock Price | $ | $ | ||||||||||||
| Conversion option - convertible note | n/a | n/a | ||||||||||||
| Strike price - warrants | ||||||||||||||
| Term | ||||||||||||||
| Volatility | % | |||||||||||||
| Market yield - conversion option | n/a | n/a | ||||||||||||
| Risk-free rate | % | |||||||||||||
Note 13: Related-Party Transactions
On August 12, 2021, the Company issued a note to an employee in the principal amount of $400,000 that has a maturity date of December 31, 2024 and bears interest at a rate of five percent (5 %). The maturity date and other terms of this note were subsequently amended on February 16, 2024 and August 1, 2025 as noted in Note 8, “Note Payable - Related Party”.
On February 11, 2026, the Company fully repaid the note payable with the related party. See Note 17, “Subsequent Events” for further information.
As part of the SSI Acquisition Agreement, the Company was obligated to pay an earnout contingent on the results of operations of SSI through August 2023. On February 15, 2024, the Company entered into an agreement with the former shareholders of SSI concerning the amount and timing of the contingent earnout included in total consideration for the SSI Acquisition in August 12, 2021. The former shareholders were both employed by the Company during 2025. On November 7, 2025, the Company fully settled the Due to Seller obligation, paying $140,000 plus accrued interest.
Note 14: Defined Contribution Plan
The Company sponsors a qualified 401(k) plan that allows eligible employees to make contributions, subject to certain limitations. The Company provides a matching contribution of up to 4 % of an employee's compensation. The aggregate 401(k) Plan employer match was $814,511 , $907,989 and $882,707 in the years ended December 31, 2025, 2024 and 2023, respectively.
Note 15: Commitments
The Company determines whether an arrangement contains a lease at inception. Operating lease right-of-use (“ROU”) assets and operating lease liabilities are recognized for leases with terms greater than twelve months. Lease liabilities are measured at the present value of future lease payments, and ROU assets are measured based on the corresponding lease liability adjusted for any prepaid or accrued lease payments. The Company has elected the practical expedient not to recognize short-term leases, defined as leases with an initial term of twelve months or less, on the consolidated balance
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sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term. The Company’s leases do not contain material residual value guarantees or restrictive covenants.
The Company’s operating leases primarily consist of office facilities and a warehouse. These leases are recognized on the consolidated balance sheets as operating lease right-of-use assets and corresponding operating lease liabilities. In addition, the Company maintains certain month-to-month and short-term office arrangements, including leases supporting individual employees, which are not material individually or in the aggregate and are accounted for as short-term leases.
Lease cost consisted of the following for the years ended December 31, 2025 and 2024:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Operating lease cost | |||||||||||
| Short-term lease cost | |||||||||||
| Total lease cost | $ | $ | |||||||||
Supplemental balance sheet and other lease information are as follows:
| December 31, 2025 | December 31, 2024 | ||||||||||
| Weighted-average remaining lease term (years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
Future minimum lease payments under operating leases as of December 31, 2025 were as follows:
Year | Amount | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Thereafter | |||||
| Total lease payments | $ | ||||
| Less: imputed interest | $ | ||||
| Operating lease liabilities | $ | ||||
Other than the leases described above, the Company had no material commitments as of December 31, 2025.
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Note 16: Income Taxes
The components of the provision for income taxes for the years ended December 31, are as follows:
| 2025 | 2024 | 2023 | |||||||||||||||
| Current | |||||||||||||||||
| Federal | ( | ||||||||||||||||
| State | |||||||||||||||||
| Current tax expense | |||||||||||||||||
| Deferred | |||||||||||||||||
| Federal | ( | ||||||||||||||||
| State | ( | ||||||||||||||||
| Deferred tax expenses | ( | ||||||||||||||||
| Total | $ | $ | $ | ( | |||||||||||||
The following table summarizes the significant differences between the U.S. federal statutory tax rate and the Company’s effective tax rate for financial statement purposes for the years ended December 31:
| Year Ended December 31, | ||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||
| Amount | % | Amount | % | Amount | % | |||||||||||||||||||||
| Pre-tax book income | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||
| U.S. federal statutory tax rate | ( | % | ( | % | ( | % | ||||||||||||||||||||
| State and local income taxes, net of federal income tax effects (1) | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Tax Credits | ||||||||||||||||||||||||||
| Research and development tax credits | ( | % | % | % | ||||||||||||||||||||||
| Change in valuation allowance | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Nontaxable or nondeductible items | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Goodwill impairment | % | % | ( | % | ||||||||||||||||||||||
| Warrant fair value adjustments | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Compensation | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Other | ( | % | ( | % | ( | % | ||||||||||||||||||||
| Totals | $ | ( | % | $ | ( | % | $ | ( | % | |||||||||||||||||
(1) State taxes in Florida, New Jersey, Maryland and Virginia comprise the majority of this category.
Our effective tax rates were (9.5 )% and (0.7 )% for the years ended December 31, 2025 and 2024, respectively. Our effective tax rates were below the 21% statutory rate primarily due to state taxes, nondeductible compensation and increase in valuation allowance, partially offset by tax credits and changes in fair value adjustments.
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The tax effects of temporary differences that gave rise to significant portions of deferred tax assets and liabilities consist of the following at December 31:
| 2025 | 2024 | |||||||||||||
| Deferred tax assets: | ||||||||||||||
| Net operating losses | $ | $ | ||||||||||||
| Deferred interest | ||||||||||||||
| R&D credit carryforward | ||||||||||||||
| Lease liabilities | ||||||||||||||
| Accrued expenses | ||||||||||||||
| Stock compensation | ||||||||||||||
| Transaction costs | ||||||||||||||
| Other | ( | ( | ||||||||||||
| Total deferred tax assets | ||||||||||||||
| Deferred tax liabilities: | ||||||||||||||
| Intangible assets | ( | ( | ||||||||||||
| ROU Assets | ( | ( | ||||||||||||
| Property and equipment | ( | ( | ||||||||||||
| Cash to accrual method change | ( | ( | ||||||||||||
| Total deferred tax liabilities | ( | ( | ||||||||||||
| Valuation allowance | $ | ( | $ | ( | ||||||||||
| Net deferred tax assets (liabilities) | $ | $ | ||||||||||||
The Company recognized a valuation allowance against deferred tax assets of $4,922,852 and $4,163,470 as of December 31, 2025 and 2024, respectively. The valuation allowance increased by $759,382 for the year ended December 31, 2025, compared to the increase of $1,324,423 for the year ended December 31, 2024. The increase in the valuation allowance is a result of the current year losses partially offset by nondeductible expenses that are not tax benefited. The Company believes that, based on a number of factors, the available objective evidence creates sufficient uncertainty regarding the realizability of the deferred tax assets such that a valuation allowance has been recorded. These factors include the Company’s history of book losses since its inception.
As of December 31, 2025, our federal and state net operating loss (“NOLs”) carryforwards for income tax purposes were approximately $1,471,502 and $1,060,113 , respectively. If not utilized, certain state net operating loss carryforwards will begin to expire in 2042. The Company also has Federal and New Jersey research and development credit carryforwards for income tax purposes of $75,539 and $147,673 , respectively. It is more likely than not that the majority of these net operation losses and credit carryforwards will not be realized.
Cash paid for income taxes, net of refunds, for the year ended December 31:
| 2025 | |||||
| US federal | |||||
| US state and local | |||||
| Virginia | |||||
| Maryland | |||||
| All Other States | |||||
| Total cash paid for income taxes, net of refunds | |||||
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The Company’s policy is to recognize interest and penalties associated with uncertain tax benefits as part of the income tax provision and include accrued interest and penalties with the related income tax liability on the Company’s consolidated balance sheets. To date, the Company has not recognized any interest and penalties in its consolidated statements of operations, nor has it accrued for or made payments for interest and penalties. The Company has no material unrecognized tax benefits as of December 31, 2025 and 2024.
Fiscal years ending December 31, 2022 and later remain subject to examination by U.S. federal and state taxing authorities. There are currently no audits in progress.
As of December 31, 2025, our federal and state net operating loss (“NOLs”) carryforwards for income tax purposes were approximately $1,471,502 and $1,060,113 , respectively. If not utilized, certain state net operating loss carryforwards will begin to expire in 2042. The Company also has Federal and New Jersey research and development credit carryforwards for income tax purposes of $75,539 and $147,673 , respectively. It is more likely than not that the majority of these net operation losses and credit carryforwards will not be realized.
Note 17: Subsequent Events
On February 11, 2026, the Company fully repaid the $400,000 note payable with the related party and currently has no outstanding debt.
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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as amended) as of December 31, 2025, the end of the period covered by this Form 10-K. Based on that evaluation, our principal executive officer and principal financial officer have concluded that, as of the end of the period covered by this annual report, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act). The rules define internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Internal control over financial reporting is subject to inherent limitations. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system will be met.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.
Attestation Report of the Registered Public Accounting Firm
Pursuant to rules of the SEC that permit us to provide only our management’s report in this Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Form 10-K.
Item 9B. Other Information
None of our directors or executive officers adopted terminated
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Certain information required in Part III is omitted from this report but is incorporated herein by reference from our Proxy Statement for the 2026 Annual Meeting of Stockholders (as amended or supplemented, the “2026 Proxy Statement”) to be filed with the Securities and Exchange Commission (the “SEC”). The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this report relates.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 of this Annual Report on Form 10-K (“Form 10-K”) is incorporated herein by reference to our 2026 Proxy Statement.
Item 11. Executive Compensation
The information required by this Item 11 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 of this Form 10-K is incorporated herein by reference to our 2026 Proxy Statement.
Item 14. Principal Accounting Fees and Services
The information required by this Item 14 of this Form 10K is incorporated herein by reference to our 2026 Proxy Statement.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K (“Form 10-K”):
(1) Consolidated Financial Statements
The consolidated financial statements are filed as part of this Form 10-K under “Item 8. Financial Statements and Supplementary Data.”
(2) Financial Statement Schedules
The financial statement schedules are omitted because they are either not applicable or the information required is presented in the financial statements and notes thereto under “Part II, Item 8., Financial Statements and Supplementary Data.”
(3) Exhibits
The documents listed in the following Exhibit Index of this Form 10-K are incorporated herein by reference or are filed with this Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K):
| Incorporated by Reference | ||||||||||||||||||||||||||||||||
| Exhibit Number | Form | File Number | Exhibit | Filing Date | ||||||||||||||||||||||||||||
| 2.1 | S-1 | 333-267249 | 2.5 | September 2, 2022 | ||||||||||||||||||||||||||||
| 2.2 | 8-K | 001-41526 | 2.1 | March 28, 2023 | ||||||||||||||||||||||||||||
| 3.1 | S-1 | 333-267249 | 3.1 | September 2, 2022 | ||||||||||||||||||||||||||||
| 3.2 | S-1/A | 333-267249 | 3.2 | October 4, 2022 | ||||||||||||||||||||||||||||
| 3.3 | 8-K | 001-41526 | 3.1 | October 18, 2022 | ||||||||||||||||||||||||||||
| 3.4 | 8-K | 001-41526 | 3.1 | April 6, 2023 | ||||||||||||||||||||||||||||
| 4.1 | S-1 | 333-267249 | 4.1 | September 2, 2022 | ||||||||||||||||||||||||||||
| 4.2 | S-1 | 333-267249 | 4.4 | September 2, 2022 | ||||||||||||||||||||||||||||
| 4.3 | 8-K | 001-41526 | 4.1 | March 18, 2025 | ||||||||||||||||||||||||||||
| 4.4 | 8-K | 001-41526 | 4.1 | June 13, 2025 | ||||||||||||||||||||||||||||
72
| 10.1 | S-1 | 333-267249 | 10.8 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.2+ | S-8 | 333-284205 | 10.1 | September 17, 2025 | ||||||||||||||||||||||||||||
10.3+ | S-8 | 333-284205 | 10.1 | September 17, 2025 | ||||||||||||||||||||||||||||
10.4+ | S-1 | 333-267249 | 10.1 | September 2, 2022 | ||||||||||||||||||||||||||||
10.5+ | 8-K | 001-41526 | 10.1 | March 28, 2023 | ||||||||||||||||||||||||||||
10.6+ | 8-K | 001-41526 | 10.2 | March 28, 2023 | ||||||||||||||||||||||||||||
10.7+ | 8-K | 001-41526 | 10.1 | July 3, 2024 | ||||||||||||||||||||||||||||
| 10.8 | S-1 | 333-267249 | 10.15 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.9 | S-1 | 333-267249 | 10.16 | September 2, 2022 | ||||||||||||||||||||||||||||
| 10.10 | 8-K | 001-41526 | 10.9 | February 22, 2024 | ||||||||||||||||||||||||||||
10.11++ | 8-K | 001-41526 | 10.25 | February 28, 2025 | ||||||||||||||||||||||||||||
| 10.12 | 8-K | 001-41526 | 10.1 | March 18, 2025 | ||||||||||||||||||||||||||||
| 10.13 | 8-K | 001-41526 | 10.20 | March 18, 2025 | ||||||||||||||||||||||||||||
| 10.14 | 8-K | 001-41526 | 10.3 | March 18, 2025 | ||||||||||||||||||||||||||||
10.15+ | 8-K | 001-41526 | 10.2 | April 4, 2025 | ||||||||||||||||||||||||||||
| 10.16 | 8-K | 001-41526 | 10.1 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.17 | 8-K | 001-41526 | 10.2 | June 13, 2025 | ||||||||||||||||||||||||||||
| 10.18 | 8-K | 001-41526 | 10.3 | June 13, 2025 | ||||||||||||||||||||||||||||
10.19*++ | ||||||||||||||||||||||||||||||||
73
10.20*++ | ||||||||||||||||||||||||||||||||
| 14.1 | S-1 | 333-267249 | 14.1 | September 2, 2022 | ||||||||||||||||||||||||||||
| 19.1* | ||||||||||||||||||||||||||||||||
| 21.1* | ||||||||||||||||||||||||||||||||
| 23.1* | ||||||||||||||||||||||||||||||||
| 24.1* | ||||||||||||||||||||||||||||||||
| 31.1* | ||||||||||||||||||||||||||||||||
| 31.2* | ||||||||||||||||||||||||||||||||
| 32.1* | ||||||||||||||||||||||||||||||||
| 32.2* | ||||||||||||||||||||||||||||||||
| 97.1* | ||||||||||||||||||||||||||||||||
| 101 | The following financial information from Castellum, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Changes in Stockholders’ Equity, and (v) Notes to the Consolidated Financial Statements. | |||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||||||||||||||||||||||
* Filed herewith.
# The certifications attached as Exhibits 32.1 and 32.2 that accompany this Form 10-K are not deemed filed with the SEC and not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act whether made before or after the date of this Form 10-K, irrespective of any general incorporation language contained in such filing.
+ Management contract or compensatory plan.
++ Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. The Company will furnish supplementally an unredacted copy of such exhibit to the Securities and Exchange Commission or its staff upon its request.
74
(b) Financial statement schedules.
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.
Item 16. Form 10-K Summary
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| CASTELLUM, INC. | |||||
By: /s/ Glen R. Ives | |||||
Date: March 9, 2025 | Glen R. Ives | ||||
| Chief Executive Officer (Principal Executive Officer) | |||||
Date: March 9, 2025 | By: /s/ David T. Bell | ||||
| David T. Bell | |||||
| Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) | |||||
76
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Glen R. Ives and David T. Bell, and each or any one of them, his or her lawful attorneys-in-fact and agents, for such person in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact and agent, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature | Title | Date | ||||||||||||
| /s/ Mark S. Alarie | Director | March 9, 2025 | ||||||||||||
| Mark S. Alarie | ||||||||||||||
| /s/ Bernard S. Champoux | Chair, Director | March 9, 2025 | ||||||||||||
| Bernard S. Champoux | ||||||||||||||
| /s/ John F. Campbell | Director | March 9, 2025 | ||||||||||||
| John F. Campbell | ||||||||||||||
| /s/ C. Thomas McMillen | Director | March 9, 2025 | ||||||||||||
| C. Thomas McMillen | ||||||||||||||
77
EXHIBIT 10.19 Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. N0042125F3003 - FINAL Page 2 of 72 General Information Points of Contact: Contract Specialist: Procuring Contracting Officer: 1. This acquisition is for the intended award of a single CPFF type task order in accordance with Subpart 16.505 Fair Opportunity procedures under the FAR. 2. This task order is issued in accordance with the terms and conditions of the SeaPort NxG multiple award contract. Therefore, all terms and conditions of the SeaPort NxG multiple award contract are hereby fully and expressly incorporated into the task order. Only clauses and provisions requiring fill-ins or unique to the task order have been included in full text in this task order. Under SeaPort NxG Task Order Competitions, the term "contract" means "task order.” 3. The Product/Service Code (PSC) for this procurement is: R425-Support-Professional: Engineering/Technical. 4. This task order is for a total performance period of five years and 6 months, which includes a one-year base period, four (4) one-year option periods, and FAR 52.217-8 Option to Extend Services. 5. This task order has cost plus fixed fee and cost reimbursement (non-fee bearing) and NSP line items. Those line items are as follows: The 6000 series CLINs are Cost Plus Fixed Fee. The 7000 series CLINs are Cost Reimbursable and Non- Fee Bearing. The 8000 series CLINs are Not Separately Priced. 6. The contractor will be required to have a Top Secret clearance and a level of safeguarding of Secret, both upon award of the task order. Permission will not be granted for the contractor to access any classified information until final N0042125F3003 - FINAL Page 3 of 72 DD254 is incorporated as an attachment to the task order award. Note: Warehouse leasing costs cannot be directly charged to the contract and should be proposed as an indirect cost to requirement.
N0042125F3003 - FINAL Page 4 of 72 Section B - Supplies and Services CLIN - SUPPLIES OR SERVICES Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 6000 R425 RDT&E Base Year Labor IAW SOW Paragraph 3.3.1 (RDT&E) 1.00 Lot 600001 R425 Funding in support of CLIN 6000 (RDT&E) 600002 R425 Funding in support of CLIN 6000 (RDT&E) 600003 R425 Funding in support of CLIN 6000 (RDT&E) 600004 R425 Funding in support of CLIN 6000 (RDT&E) 6001 R425 APN Base Year Labor IAW SOW Paragraph 3.3.2 (APN) 1.00 Lot 600101 R425 Funding in support of CLIN 6001 (APN) 600102 R425 Funding in support of CLIN 6001 (APN) 600103 R425 Funding in support of CLIN 6001 (APN) 600104 R425 Funding in support of CLIN 6001 (APN) 600105 R425 Funding in support of CLIN 6001 (APN) 600106 R425 Funding in support of CLIN 6001 (APN) 600107 R425 Funding in support of CLIN 6001 (APN) 6002 R425 OPN Base Year Labor IAW SOW Paragraph 3.3.3 (OPN) 1.00 Lot 600201 R425 Funding in support of CLIN 6002 (OPN) 6003 R425 O&M,N Base Year Labor IAW SOW Paragraph 3.3.4 (O&M,N) 1.00 Lot 600301 R425 Funding in support of CLIN 6003 (O&M,N) 6004 R425 FMS Base Year Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) 1.00 Lot 600401 R425 Funding in support of CLIN 6004 (Fund Type - TBD) 6100 R425 RDT&E Option Year 1 Labor IAW SOW Paragraph 3.3.1 (RDT&E) Option 1.00 Lot 6101 R425 APN Option Year 1 Labor IAW SOW Paragraph 3.3.2 (APN) Option 1.00 Lot 6102 R425 OPN Option Year 1 Labor IAW SOW Paragraph 3.3.3 (OPN) Option 1.00 Lot 6103 R425 O&M,N Option Year 1 Labor IAW SOW Paragraph 3.3.4 (O&M,N) Option 1.00 Lot N0042125F3003 - FINAL Page 5 of 72 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 6104 R425 FMS Option Year 1 Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) Option 1.00 Lot 6200 R425 RDT&E Option Year 2 Labor IAW SOW Paragraph 3.3.1 (RDT&E) Option 1.00 Lot 6201 R425 APN Option Year 2 Labor IAW SOW Paragraph 3.3.2 (APN) Option 1.00 Lot 6202 R425 OPN Option Year 2 Labor IAW SOW Paragraph 3.3.3 (OPN) Option 1.00 Lot 6203 R425 O&M,N Option Year 2 Labor IAW SOW Paragraph 3.3.4 (O&M,N) Option 1.00 Lot 6204 R425 FMS Option Year 2 Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) Option 1.00 Lot 6300 R425 RDT&E Option Year 3 Labor IAW SOW Paragraph 3.3.1 (RDT&E) Option 1.00 Lot 6301 R425 APN Option Year 3 Labor IAW SOW Paragraph 3.3.2 (APN) Option 1.00 Lot 6302 R425 OPN Option Year 3 Labor IAW SOW Paragraph 3.3.3 (OPN) Option 1.00 Lot 6303 R425 O&M,N Option Year 3 Labor IAW SOW Paragraph 3.3.4 (O&M,N) Option 1.00 Lot 6304 R425 FMS Option Year 3 Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) Option 1.00 Lot 6400 R425 RDT&E Option Year 4 Labor IAW SOW Paragraph 3.3.1 (RDT&E) Option 1.00 Lot 6401 R425 APN Option Year 4 Labor IAW SOW Paragraph 3.3.2 (APN) Option 1.00 Lot 6402 R425 OPN Option Year 4 Labor IAW SOW Paragraph 3.3.3 (OPN) Option 1.00 Lot 6403 R425 O&M,N Option Year 4 Labor IAW SOW Paragraph 3.3.4 (O&M,N) Option 1.00 Lot 6404 R425 FMS Option Year 4 Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) Option 1.00 Lot 6500 R425 RDT&E FAR 52.217-8 Option to Extend Labor IAW SOW Paragraph 3.3.1 (RDT&E) Option 1.00 Lot 6501 R425 APN FAR 52.217-8 Option to Extend Labor IAW SOW Paragraph 3.3.2 (APN) Option 1.00 Lot N0042125F3003 - FINAL Page 6 of 72 Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 6502 R425 OPN FAR 52.217-8 Option to Extend Labor IAW SOW Paragraph 3.3.3 (OPN) Option 1.00 Lot 6503 R425 O&M,N FAR 52.217-8 Option to Extend Labor IAW SOW Paragraph 3.3.4 (O&M,N) Option 1.00 Lot 6504 R425 FMS FAR 52.217-8 Option to Extend Labor IAW SOW Paragraph 3.3.5 (Fund Type - TBD) Option 1.00 Lot Cost Only Items: Item PSC Supplies/Services Qty Unit Est. Cost 7000 R425 RDT&E Base Year ODCs in support of CLIN 6000 (RDT&E) 1.00 Lot 700001 R425 Funding in support of CLIN 7000 (RDT&E) 700002 R425 Funding in support of CLIN 7000 (RDT&E) 7001 R425 APN Base Year ODCs in support of CLIN 6001 (APN) 1.00 Lot 700101 R425 Funding in support of CLIN 7001 (APN) 700102 R425 Funding in support of CLIN 7001 (APN) 7002 R425 OPN Base Year ODCs in support of CLIN 6002 (OPN) 1.00 Lot 700201 R425 Funding in support of CLIN 7002 (OPN) 7003 R425 O&M,N Base Year ODCs in support of CLIN 6003 (O&M,N) 1.00 Lot 700301 R425 Funding in support of CLIN 7003 (O&M,N) 7004 R425 FMS Base Year ODCs in support of CLIN 6004 (Fund Type - TBD) 1.00 Lot 700401 R425 Funding in support of CLIN 7004 (Fund Type - TBD) 7100 R425 RDT&E Option Year 1 ODCs in support of CLIN 6100 (RDT&E) Option 1.00 Lot 7101 R425 APN Option Year 1 ODCs in support of CLIN 6101 (APN) Option 1.00 Lot 7102 R425 OPN Option Year 1 ODCs in support of CLIN 6102 (OPN) Option 1.00 Lot 7103 R425 O&M,N Option Year 1 ODCs in support of CLIN 6103 (O&M,N) Option 1.00 Lot 7104 R425 FMS Option Year 1 ODCs in support of CLIN 6104 (Fund Type - TBD) Option 1.00 Lot N0042125F3003 - FINAL Page 7 of 72 Item PSC Supplies/Services Qty Unit Est. Cost 7200 R425 RDT&E Option Year 2 ODCs in support of CLIN 6200 (RDT&E) Option 1.00 Lot 7201 R425 APN Option Year 2 ODCs in support of CLIN 6201 (OPN) Option 1.00 Lot 7202 R425 OPN Option Year 2 ODCs in support of CLIN 6202 (OPN) Option 1.00 Lot 7203 R425 O&M,N Option Year 2 ODCs in support of CLIN 6203 (O&M,N) Option 1.00 Lot 7204 R425 FMS Option Year 2 ODCs in support of CLIN 6204 (Fund Type - TBD) Option 1.00 Lot 7300 R425 RDT&E Option Year 3 ODCs in support of CLIN 6300 (RDT&E) Option 1.00 Lot 7301 R425 APN Option Year 3 ODCs in support of CLIN 6301 (APN) Option 1.00 Lot 7302 R425 OPN Option Year 3 ODCs in support of CLIN 6302 (OPN) Option 1.00 Lot 7303 R425 O&M,N Option Year 3 ODCs in support of CLIN 6303 (O&M,N) Option 1.00 Lot 7304 R425 FMS Option Year 3 ODCs in support of CLIN 6304 (Fund Type - TBD) Option 1.00 Lot 7400 R425 RDT&E Option Year 4 ODCs in support of CLIN 6400 (RDT&E) Option 1.00 Lot 7401 R425 APN Option Year 4 ODCs in support of CLIN 6401 (APN) Option 1.00 Lot 7402 R425 OPN Option Year 4 ODCs in support of CLIN 6402 (OPN) Option 1.00 Lot 7403 R425 O&M,N Option Year 4 ODCs in support of CLIN 6403 (O&M,N) Option 1.00 Lot 7404 R425 FMS Option Year 4 ODCs in support of CLIN 6404 (Fund Type - TBD) Option 1.00 Lot 7500 R425 RDT&E FAR 52.217-8 Option to Extend ODCs in support of CLIN 6500 (RDT&E) Option 1.00 Lot 7501 R425 APN FAR 52.217-8 Option to Extend ODCs in support of CLIN 6501 (APN) Option 1.00 Lot 7502 R425 OPN FAR 52.217-8 Option to Extend ODCs in support of CLIN 6502 (OPN) Option 1.00 Lot
N0042125F3003 - FINAL Page 8 of 72 Item PSC Supplies/Services Qty Unit Est. Cost 7503 R425 O&M,N FAR 52.217-8 Option to Extend ODCs in support of CLIN 6503 (O&M,N) Option 1.00 Lot 7504 R425 FMS FAR 52.217-8 Option to Extend ODCs in support of CLIN 6504 (Fund Type - TBD) Option 1.00 Lot Cost Type / NSP Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 8000 Not Separately Priced- Base Year Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8001 Not Separately Priced- Base Year Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP 8100 Not Separately Priced- Option Year 1 Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8101 Not Separately Priced- Option Year 1 Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP 8200 Not Separately Priced- Option Year 2 Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8201 Not Separately Priced- Option Year 2 Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP 8300 Not Separately Priced- Option Year 3 Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8301 Not Separately Priced- Option Year 3 Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP 8400 Not Separately Priced- Option Year 4 Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8401 Not Separately Priced- Option Year 4 Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP 8500 Not Separately Priced- FAR 52.217-8 Option to Extend Data IAW SOW Paragraph 3.1.3 1.00 Lot NSP 8501 Not Separately Priced- FAR 52.217-8 Option to Extend Contractor Acquired Property (CAP) IAW SOW Paragraph 3.1.5.2 1.00 Lot NSP BTXT.211-9503 LEVEL OF EFFORT (COST REIMBURSEMENT) (NAVAIR) (DEC 2012) a. The level of effort estimated to be ordered during the term of this contract/order is man-hours (inclusive of FAR 52.217-8) of direct labor including authorized subcontract labor, if any. The contractor shall not, under any circumstances, exceed one hundred (100%) percent of the total level of effort specified in the contract/order. N0042125F3003 - FINAL Page 9 of 72 b. FAR Clause 52.232-20, "Limitation of Cost" applies to fully funded orders and FAR Clause 52.232-22, "Limitation of Funds" applies to incrementally funded orders. Nothing in this clause amends the rights or responsibilities of the parties hereto under either of those two clauses. In addition, the notifications required by this clause are separate and distinct from any specified in either FAR Clause 52.232-20 or FAR Clause 52.232-22. c. In the event that less than one hundred (100%) percent of the established level of effort of the contract/order is actually expended by the end of the performance period, the Government shall have the option of: 1. Requiring the Contractor to continue performance, subject to the provisions of the FAR Clause 52.232-20 or 52.232-22, as applicable, until the effort expended equals 100% of the established Level of Effort; or 2. Effecting a reduction in the fixed fee by the percentage by which the total expended man-hours is less than one hundred (100%) percent of the established Level of Effort. d. The contractor agrees that effort performed in fulfillment of level of effort obligations under this contract shall include only verifiable effort in direct support of the work specified. It shall not include efforts such as work performed in transit to or from an employee's usual workplace, work during lunchtime activities, or effort performed at other non-work locations. e. In performing the contract/order, the contractor may use any reasonable combination of hours for the labor categories in support of section C of this contract/order. N0042125F3003 - FINAL Page 10 of 72 Section C - Description/Specifications/Statement of Work PMA 290 Special Missions Management of On-Site Support (MOSS) Statement of Work (SOW) 1. Scope: This Statement of Work (SOW) defines the scope of technical and programmatic efforts to support PMA-290 Special Missions (SM) consisting of multiple Intelligence, Surveillance, Reconnaissance and Targeting (ISR&T) programs but not limited to; the Maritime Patrol and Reconnaissance Force (MPRF) Family of Systems (FoS), P-8A Research and Developmen (R&D), SM Platforms, Minotaur Family of Services (MFoS), P-8A Increment 3, P-8A Foreign Military Sales (FMS), MQ-4C Triton Multiple Intelligence (Multi-Int) (PMA-262), Mobile Quick Look (MQL), ground & mission support stations, and future capabilities. Efforts also include related activities in support of Program Executive Offices (PEO), Departme of Defense (DoD) System Commands (SYSCOMs), Navy Cyber Warfare Development Group (NCWDG), Department of Homeland Security (DHS), FMS, United States Coast Guard (USCG), Customs and Border Patrol (CBP), and United States Government (USG) Intelligence, Surveillance, and Reconnaissance (ISR) platforms. This SOW covers all aspects of the Acquisition Life Cycle including Material Solution Analysis, Technology Development, Engineering & Manufacturing Development, Production & Deployment, and Operations & Support. Tasking includes: Research and Development, Systems Engineering and Analysis, Program Management, Acquisition and Acquisition Logistics, Financial Management, and Security (physical, cybersecurity and information) Services. This support encompasses engineering analysis and recommendations for technical, logistics, training, and acquisition life-cycle support for the ISR&T Platforms and Infrastructure, as well as their accompanying Ground Support Stations (GSSs) and classified network(s) entry facilities. These services shall support the program maturation and integration of Electronic Warfare (EW) and Special Missions capabilities. Additionally, the Contractor shall support the PMAs in United State Government (USG) to USG technology projects, to include United States Air Force (USAF), Department of Homeland Security (DHS), USCG, CBP, as well as other USG intelligence agencies. The support for other USG entities that share in these technologies allow for cost sharing and the benefit of jointly developed systems. The engineering and management support provided by the Contractor shall support programmatic decisions and assessment of acquisition life-cycle activities. The Contractor shall provide these services in an Integrated Product Team (IPT) environment in support of Research, Development, Test and Evaluation (RDT&E); Aircraft Procurement, Navy (APN); Other Procurement, Navy (OPN); Operation and Maintenance, Navy (O&M, N), and FMS funded activities. 2. Applicable documents: The following documents and document sources are provided for reference. DoD systems shall adhere to the Joint Technical Architecture (JTA) 2.0 Standards. Non-DoD systems may b governed by numerous commercial, national, or international standards. The documents listed below are presented only as representative sources of the technological interface details th may be required during TO performance. Likewise, the documentation listed is not all-inclusive but is representative of the type of information that may be necessary to perform the work. The document version applicable to tasking will be the most current published document at the time of TO award. 2.1 DoD specifications. 2.1.1 DoDI 5000.2, Operation of the Adaptive Acquisition Framework. 2.1.2 DoD Manual 5000.2M, Defense Acquisition Management Documentation and Reports. 2.1.3 DoDI 5200.48, Controlled Unclassified Information (CUI), 6 March 2020. 2.1.4 DoDM 5200.01, (DoD Information Security Program: Controlled Unclassified Information (CUI) Volume. 4, 9 Sept 2018. 2.1.5 DoD 5220.22-M, National Industrial Security Program Operating Manual (NISPOM), 18 May 2016 2.1.6 DoDI 5230.24, Distribution Statements on DoD Technical Information, 10 January 2023. 2.1.7 DoDM 5400.07, Freedom of Information Act (FOIA) Program, 27 January 2017. 2.1.8 DoDI 8500.01, Cybersecurity, Change 1, 7 October 2019. 2.1.9 DoDI 8510.01, Risk Management Framework (RMF) for DoD Systems, 19 July 2022. 2.1.10 DoDD 5000 Series. 2.1.11 SECNAVINST 5000.2G, Implementation of Defense Acquisition System and the Adaptive Acquisition Framework, 8 April 2022. 2.1.12 SECNAVINST 5510.30C, Personnel Security Program, 24 January 2010. 2.1.13 SECNAVINST 5510.36B, Information Security Program, 12 July 2019. 2.1.14 OPNAVINST 3432.1, Operations Security Plan (OPSEC). 2.1.15 OPNAVINST 3440.17A, Navy Installation Emergency Management Program, 1 Aug 2014. 2.2 Other Government documents. 2.2.1 Clinger-Cohen Act. 2.2.2 National Security Decision Directive 298, Public Law 100-235, Section 3(d)(4), 22 January 1988. 2.2.3 National Security Agency (NSA) Information Assurance (IA) Guidance. N0042125F3003 - FINAL Page 11 of 72 2.2.4 NAVAIRINST 4200.57, Contract Administration and Use of Contracting Officer’s Representatives. 2.2.5 Program Security Classification Guide 3. Requirements 3.1 General Requirements 3.1.1 Compatibility - The Contractor shall maintain the capability to prepare documents and software packages compatible with the Government IT environment through the security classification of Secret. The current operating environment required for this contract includes: Microsoft Windows 10 Microsoft Project 2016 Microsoft Office Professional Plus 2016 Adobe Acrobat 2022 (reader) Adobe Acrobat DC 2019 Internet access The Contractor shall maintain the ability to interface with and transfer data to and from requiring office software applications and their upgraded versions. The Contractor shall maintai state-of the-art anti-virus software and ensure that all media are virus free when delivered. The Contractor shall be capable of Internet and LAN communications with the PMA-290 office. Contractor personnel shall be capable of maintaining real-time communications, both voice and data transfer capabilities, with PMA-290 during working hours whether at Contractor work site or on travel. 3.1.2 Work Location and Facilities 3.1.2.1 Work location: Approximately 75 percent of work will be performed at Government site and 25 percent of work to be performed at Contractor site. Government site(s) includ Naval Air Station (NAS) Patuxent River, MD, NAS Whidbey Island, WA, and NAS Jacksonville, FL. Contractors performing on-site support will be provided (examples include but not limited to: Access to workspaces, telephones, printers, facsimile machines, copy machines, shredders, computers, and network access including web servers and applicable databa or other applications) necessary to carry out assigned tasks. 3.1.2.2 Meeting support: In support of the tasking outlined in this SOW, the Contractor shall have the capability to host and conduct meetings at the classification levels up to Secret w the capacity to support a minimum of 30 persons and have contractor furnished telephone and VTC capability as well as sufficient equipment to conduct meetings with presentations including compatible software as required in Paragraph 3.1.1. This support shall be provided at PAX River, MD. 3.1.2.3 Telework: Telework under this contract may be authorized; however, the Contractor must provide their Telework policy detailing the roles, responsibilities, security, safety, and requirements, for the Contractor’s adherence, in coordination with the COR. The Contractor shall notify the Project Lead and COR for any position for which the Contractor proposes teleworking situation. The Contractor, upon notification to, and concurrence from, the COR that the employees’ work tasking is eligible for telework, may utilize alternate worksites/locations and telework to support continuous performance of its contract in accordance with company policy. Contractor discretion is required when making alternate works and telework decisions based upon the nature of support provided by the employees. In the event telework is utilized, the Contractor remains responsible for performance, and compliance with any applicable cost accounting standards and contract cost principles/procedures. 3.1.2.4 Contractor site requirements. The Contractor shall provide warehouse facilities for receipt, storage, inventory, and shipment of equipment associated with aircraft modification requirements along with equipment t facilitate aircraft modification and testing in support of activities in this SOW. The space(s) shall be equipped with heating, ventilation, and air conditioning (HVAC) systems capable sustaining a controlled environment consistent with the storage, assembly, testing, and operation of electric equipment. The facilities shall be configured to meet requirements for centralized storage of equipment and systems, and sparing stock for multiple distinct projects. The facilities shall also contain assembly, vehicular access, and attendant office space. T warehouse facilities (including design team spaces) shall be equipped to protect Government Property, and shall be located within ten (10) drivable miles of NAS Patuxent River, MD additional locations may be required after TO award based on emerging requirements. The Contractor shall be responsible for the relocation of current material from the existing location to the new location(s) within thirty (30) days after TO award. This transition period will include time for inventorying material, updating the Government inventory database, Packaging, Handling, Shipping and Transport (PHS&T), removing, scheduling ample movin transportation, and loading of the existing material. Items may include, but are not limited to, nuts, washers, bolts, generators, antennas, antenna masts, aircraft parts and equipment, various sizes of transit cases and other miscellaneous equipment, subsystems, and aircraft hardware. The Contractor shall be responsible for providing the milestone schedule and transition sequence of events to meet the required thirty (30) day transition period if a new facility location is chosen after contract award. The facility can be a new or existing buildin but must meet current state and Federal commercial building codes. Additionally, the Contractor shall provide: • Appropriate compartmentalization to group and segregate warehouse by designed projects that can be easily reconfigured as storage requirements dictate. • Overhead loading dock doors to accommodate the requirement for ingress and regress capabilities of tractor trailers and other logistic service suppliers to include self-propelle mounted, or transported trailers and towed or pushed entry of heavy or oversized vehicles, trailers, equipment, or systems.
N0042125F3003 - FINAL Page 12 of 72 • Sufficient on/off load ramp rated at a minimum of six (6) tons that can be utilized by forklifts and/or vehicle platforms. • Appropriate number of forklifts and a cargo van that shall be rated at no less than five (5) tons each for offload, movement, lifting, positioning, and on-load of equipment and m • Obtain a Department of Defense Activity Address Code (DoDAAC) in order to receive military shipments at the facility. • Per the DD-254 (Attachment 1), facilities shall: 1) be cleared to the Secret level and have controlled access work areas; 2) be cleared to house Controlled Cryptographic Items products and unclassified Key Storage Devices (KSD-64A); and 3) will be required to meet all requirements to establish Communication Security (COMSEC) and Selective Av Anti-Spoofing Module (SAASM) custodian accounts on the premises. All property must be tagged as Contractor Furnished Equipment (CFE) assets. All CFE assets must have COR approval prior to connecting to any Government network. Not required at the time of award but may be required during the execution of the contract, at the direction of the Government, the Contractor shall also provide aircraft modification facilities, near NAS Jacksonville, FL, suitable to house a P-8A aircraft during the performance of aircraft modifications in support of this SOW. The Contractor shall provide co-locate modification team facilities (within a one (1) mile radius of aircraft modification facilities) with sufficient office space to facilitate the aircraft modification design team required to support activities in this SOW, the space shall include NMCI connectivity, heating, ventilation, and air conditioning (HVAC) systems capable of sustaining a controlled environment consistent with the storage, assembly, testing, and operation of electric equipment. 3.1.3 Contract Status reporting. The contractor shall provide the following documentation. 3.1.3.1 Monthly Progress and Financial Status Report: The contractor shall provide a progress and financial status report in accordance with the Contract Data Requirement List (CDR A001). The report shall include work accomplished since submittal of the last report, both monthly and cumulative man-hour labor costs expended by labor category and material and travel costs. 3.1.4 Work Schedule to include Compressed Work Schedule (CWS), overtime, holidays, and installation closure. 3.1.4.1 Work schedule: The Contractor shall provide the required services and staffing coverage during normal working hours. Normal working hours are usually 8.5 hours (includin 30-minute lunch break), from 0800 to 1630 each Monday through Friday (except on the federal holidays specified in paragraph 3.1.4.1.2). Some supported Government offices have flexibility to start as early as 0600/0630 and end as late as 1800, Monday –Friday. 3.1.4.1.1 Compressed Work Schedule (CWS): CWS is an alternative work schedule to the traditional five 8.5 hour workdays (which includes a 30-minute lunch) worked per week. Under a CWS schedule, an employee completes the following schedule within a two-week period of time: Eight weekdays are worked at 9.5 hours each (which includes a 30-minu lunch), one weekday is alternately worked as 8.5 hours (which includes a 30-minute lunch) and one weekday is not worked by the employee. The result is 80 hours worked every tw weeks, with 44 work hours one week and 36 work hours the other. The Contractor may allow its employees to work a CWS schedule provided the requirements of this SOW are met. If the contractor chooses to allow its employees to work a CWS schedule in support of this contract, any additional costs associated with the implementation of the CWS schedule vice the standard schedule are unallowable costs under this contra will not be reimbursed by the Government. Additionally, the CWS schedule shall not prevent Contractor employees from providing necessary staffing and services coverage as requ by the Government to the ACOR/COR. 3.1.4.1.2 Holidays: The Government observes the holidays listed at With the exception of the events in section 3.1.4.1.3 below, the contractor is permitted to observe the above Holidays in accordance with its corporate policy. 3.1.4.1.3 Installation closure: When Federal facilities are closed by the Government, or when Federal employees are officially excused from work due to a holiday or a special even severe weather, a security threat, or any other Government facility related problem that prevents Federal personnel from working at the Government facility, contractor personnel assigned to work at that facility in support of such Federal employees shall follow their parent company’s policies. While generally contractor personnel may not perform work on-site at a Government facility without oversight from Federal personnel, in very limited circumstances, work being performed by contractor personnel may be deemed mission essential and performance of such mission essential work may be authorized to continue at the Government facility despi facility being otherwise closed for normal operations. The circumstances permitting work being performed by contractor personnel to be deemed mission essential are extremely lim and generally only apply to performance of efforts related to public health, safety, or matters related to national security. The cognizant Contracting Officer must concur with any determination that work being performed by contractor personnel is mission essential. 3.1.4.1.4 Overtime: Overtime cannot be charged directly to the contract unless first approved in writing by the COR. 3.1.5 Other Direct Costs: 3.1.5.1 Travel: Travel may include general and administrative expenses, but shall not include profit. Temporary travel to other locations in support of program tasking is required. If required, temporary travel locations include (Patuxent River, MD, Jacksonville, FL, Whidbey Island, WA, Greenville, TX, Germantown, MD, Charleston, SC, Hagerstown, MD, NSW Crane, NAVSUP Philadelphia, PA, as well as OCONUS areas around the world). This list is not all inclusive as locations may change over the life of the contract. N0042125F3003 - FINAL Page 13 of 72 3.1.5.2 Material: All materials not depleted during the performance of this contract shall become Government property upon completion of this contract. The contractor shall transfer materials not depleted to the COR by way of Material Inspection and Receiving Report (DD Form 250). Material costs may include general and administrative expenses but shall not include profit/fee. 3.1.6 Subcontractors: Provisions stated herein shall be clearly and effectively communicated to all subcontractors providing support under this contract. All provisions of this PWS sha flow down to subcontractors providing support under this contract. 3.1.7 Management of Contractor Personnel: The Government will neither supervise contractor employees nor control the method by which the contractor performs the required tasks. Under no circumstances will the Government assign tasks to, or prepare work schedules for, individual contractor employees. The contractor shall manage its employees and guard against any actions that are of the nature of personal services, or give the perception of personal services 3.1.8 Transition- In Plan The services required under this requirement are necessary to the Government and are required to be continued without interruption. The contactor shall facilitate the accomplishment o seamless transition of requirements to maintain the mission of the program with minimal impact. Transition-In services shall begin on the effective date of the award and shall be complete 30 calendar days after the effective date, at which time the contractor shall assume full responsibility for tasking. The Contractor shall identify Points of Contact (POCs) for liaisons between the Government, the prime contractor (if applicable), and other contracted industry partners to ensure proper and orderly transition and transfer of services and assets between the parties cited. The Contractor shall ensure minimal impact to the contract and there is no service degradation during or after transition. The Contractor shall establish an overview of the transition efforts and describe the activities to transition from incumbent to incoming Contractor (if applicable) to include schedule with milestones by activity. The Contractor shall support the transition of all Government property and information including Commercial Off-the-Shelf (COTS) software and associated documentation in the Contractor's possession (if applicable). The Contractor shall be 100% staffed within the 30-day transition. The transition-in plan submitted at the time of proposal will become an Attachment to the task order and must be followed. 3.1.9 Transition Out Strategy The Contractor’s overall transition out strategy shall be built around maintaining the mission of the PMA-290 SM with minimal impact, not only in terms of timeliness of performance but also to ensure that critical data and knowledge transfer occurs. Upon termination or expiration of the contract, the contractor shall ensure an orderly transition of responsibilities, while minimizing impact to the operation. The contractor shall submit a Transition Out Plan, to include the minimum elements listed below in accordance with CDRL A002. - Work Turnover. The contractor shall provide a plan of action to effectively transfer tasked work that is in process at the expiration or termination of the contract to the successor company. Establish and maintain effective communication with the incoming contractor or Government personnel for the period of transition via weekly status meetings. - Quality Assurance. The contractor shall provide a plan of action to ensure continuation of quality review processes during the transition period to the successor company. - Risk Mitigation Strategies. The contractor shall provide a plan of action to mitigate contract performance risks (quality and schedule) encountered during the transition period. - Data/Information Transfer. The contractor shall provide a plan of action for the efficient inventory and transfer of program data to the successor company. 3.2 Security 3.2.1 Citizenship Requirements: Only U.S. citizens may perform under this contract. If the Contractor cannot find qualified U.S. citizens to perform the work, the Contractor shall submit a citizenship waiver request with justification to the Government Security Office. The waiver request should include: a. The individual's name, date and place of birth, position title, and current citizenship. b. A statement that a qualified U.S. citizen cannot be hired in sufficient time to meet the contractual requirements. c. A statement of the unusual expertise possessed by the applicant. d. A statement that access will be limited to a specific government contract (specify contract number). e. A statement that the Contractor has obtained an export license for the information required to perform the contract. 3.2.2 Investigative Requirements: Classified: All Contractor personnel shall maintain security clearance eligibility commensurate with the level of classification of the work performed as annotated in the Contract's DD-254, Contract Security Classification Specification Form. N0042125F3003 - FINAL Page 14 of 72 Contractor personnel shall require access to classified information in performance of this contract up to and including Top Secret with access to Sensitive Compartmented Information (SCI), with a safeguarding level of (Secret). The Contractor is responsible for ensuring that all personnel receive the requisite investigation and are favorably adjudicated in accordance with DoDM 5220.22, National Industrial Security Program Operating Manual. Contractor employees who fail to meet security clearance requirements may not access classified information or perform sensitive duties. In such cases, the Contractor employee may not perform on the contract. The contractor shall comply with security requirements specified in the DD-254 attached to this contract. Information or data that the contractor accesses shall be handled at the appropriate classification level. Unclassified information shall be handled in accordance with the appropriate designation (Controlled Unclassified Information; For Official Use Only; Covered Defense Information). Distribution is authorized to the Requiring Office's Organization and supported Activity only. Other requests for deliverables under this contract shall b referred to the TPOC/COR of this contract for approval. Controlled Unclassified Information including For Official Use Only and Covered Defense Information (meeting the definition of 48 CFR 252.204–7012(a)) generated and/or provided under this contract shall be marked and safeguarded as specified in DoDM 5200.01 (DoD Information Security Program: Controlled Unclassified Information (CUI)) Vol. 4 (enclosure pages 11-18) available at http://www.dtic.mil/whs/directives/corres/pdf/520001_vol4.pdf. Any product containing Covered Defense Information shall be assigned a distribution statement (distribution statements B through F) using the criteria set forth in DoDI 5230.24 (Distribution Statements on Technical Documents); and have this statement displayed per DoDI 5230.24, Enclosure 3. 3.2.3 Common Access Card (CAC)/Public Key Infrastructure (PKI), System Authorization Access Request (SAAR-N). 3.2.3.1 SAAR-N: All contractor personnel requiring access to Government Information Technology (IT) systems shall have an approved System Authorization Access Request (SAAR-N) Form OPNAV 5239/14 (Rev Sep 2011) on file, and complete required Annual Information Awareness Training. New employees must submit their SAAR forms within thi (30) days of their first day of work. Instructions for processing the SAAR-N forms are available at: SAAR-N forms shall be submitted to the Contracting Officer’s Representative (COR), Government Technical Point of Contact (TPOC), or to the assigned government Trusted Associa Sponsorship System (TASS) Trusted Associate. 3.2.3.2 Command Access Cards (CAC) / Local Badges: Contractor CACs and facility specific identification badges will be issued by the Government to on-site contractor personnel shall be visible at all times while personnel are at the Government site. The contractor shall furnish all requested information required to facilitate issuance of identification badges an shall conform to facility instructions/guidance for their designated workspace. All CACs and identification badges issued to Contractor employees shall be returned to the Governmen Security Department at the Government site in accordance with facility instructions/guidance following completion of the contract, relocation or termination of an employee, or upon request from the Contracting Officer’s Representative. The Government will provide the contractor access to Government facilities, as required, for performance of tasks under this contract. Contractor personnel shall comply with facility instructions/guidance. 3.2.3.3 DD-254: The contractor shall comply with security requirements specified in the DD-254 attached to this contract. Information or data that the contractor accesses shall be handled at the appropriate classification level, unclassified information shall be handled as “For Official Use Only”. Distribution is authorized to the Requiring Office’s Organization a supported Activity only. Other requests for deliverables under this contract shall be referred to the COR of this contract for approval. 3.2.3.4 The Contractor shall be responsible for employing personnel having at least the minimum level of security clearance as stated under each labor category specified herein. All employees will need to have interim Secret clearances within sixty (60) days of TO award with the exceptions noted in the table below: Labor Category Level Security Clearance Level Required Full Time Equivalents (FTEs) Required days after issuance of TO General and Operations Manager (SCI) Senior TS/SCI At Period of Performance Start Date Management Analyst (Program Analyst) Senior Secret, TS/SCI At Period of Performance Start Date Management Analyst (Program Analyst) Journeyman Secret, TS/SCI At Period of Performance Start Date Management Analyst (Program Analyst) Junior Secret At Period of Performance Start Date Management Analyst Journeyman Secret At Period of N0042125F3003 - FINAL Page 15 of 72 (Configuration Management) Performance Start Date Project Management Specialist Senior TS/SCI At Period of Performance Start Date Information Security Analyst Senior TS/SCI At Period of Performance Start Date Information Security Analyst Journeyman TS/SCI At Period of Performance Start Date Information Security Analyst (Cybersecurity) Journeyman TS/SCI At Period of Performance Start Date Logistician Senior Secret, TS/SCI At Period of Performance Start Date Logistician (Provisioning) Senior Secret At Period of Performance Start Date Logistician (Provisioning) Journeyman Secret At Period of Performance Start Date Logistician Junior Secret At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (Signal) Journeyman TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (Software/EO/IR) Senior TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (High-band) Journeyman TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (Low-band) Journeyman TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (IMINT) Senior TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians (IMINT) Journeyman TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians Senior TS/SCI At Period of Performance Start Date Electrical and Electronic Engineering Technologists and Technicians Journeyman TS/SCI At Period of Performance Start Date
N0042125F3003 - FINAL Page 16 of 72 Network and Computer Systems Administrators (Software Systems Admin) Senior TS/SCI At Period of Performance Start Date Network and Computer Systems Administrators (Software Systems Admin) Journeyman TS/SCI At Period of Performance Start Date Network and Computer Systems Administrators Journeyman TS/SCI At Period of Performance Start Date Financial Analyst Senior Secret At Period of Performance Start Date Financial Analyst Journeyman Secret At Period of Performance Start Date Electrical Engineer Senior TS/SCI At Period of Performance Start Date Electrical Engineer Journeyman TS/SCI At Period of Performance Start Date Media Collections Specialist Journeyman Secret At Period of Performance Start Date Facilities Manager Senior Secret At Period of Performance Start Date Software Developers Senior TS/SCI At Period of Performance Start Date Software Developers Journeyman TS/SCI At Period of Performance Start Date Business Operation Specialist (Special Security Officer) Senior TS/SCI At Period of Performance Start Date Business Operation Specialist Senior TS/SCI At Period of Performance Start Date Business Operation Specialist Journeyman TS/SCI At Period of Performance Start Date Business Operation Specialist Junior Secret At Period of Performance Start Date 3.2.4 Information Security. If the work is performed at the Contractor's facility, the Contractor shall implement and maintain security procedures and controls to prevent unauthorized disclosure of classified information and controlled unclassified information (CUI) and to control distribution of CUI in accordance with DoD 5220.22-M (NISPOM), and SECNAV M-5510.36. If the work is performed at the Government's facility, the Contractor shall comply with facility instructions/guidance. N0042125F3003 - FINAL Page 17 of 72 3.2.4.1 Marking: All information generated by the Contractor shall be properly marked. For Controlled Unclassifed Information (CUI) generated and/or provided under this contract shall be marked in accordance with DoDI 5200.48. Technical information shall also be marked with appropriate Distribution Statements and Export Control warnings in accordance w DoDD 5230.24 and program Security Classification Guidance. 3.2.4.2 Public Release for Classified and Unclassified Information: Any controlled information pertaining to this contract shall not be released for public dissemination, including pos to any social media sites such as Facebook or Twitter, unless it has been approved for public release by appropriate U.S. government authority. Proposed public releases shall be submitted for approval prior to release PMA-290 for approval. NAVAIR Form 5720.10 must be completed and attached. 3.2.4.3 Loss, Compromise and/or Electronic Spillage of Classified or Controlled Unclassified Information: All instances of loss, compromise and electronic spillage of classified or controlled unclassified information shall be reported to the COR, TPOC and Government Security Office within 24 hours of the incident occurring. 3.2.5 Operations Security (OPSEC): The Contractor shall develop, implement, and maintain an OPSEC program to protect controlled unclassified and classified activities, information, equipment, and material used or developed by the Contractor and any subcontractor during performance of the contract. The Contractor shall be responsible for the subcontractor implementation of the OPSEC requirements. This program may include Information Assurance and Communications Security (COMSEC). The OPSEC program shall be in accordanc with National Security Decision Directive (NSDD) 298, and at a minimum shall include: a. Assignment of responsibility for OPSEC direction and implementation. b. Issuance of procedures and planning guidance for the use of OPSEC techniques to identify vulnerabilities and apply applicable countermeasures. c. Establishment of OPSEC education and awareness training. d. Provisions for management, annual review, and evaluation of OPSEC programs. e. Flow down of OPSEC requirements to subcontractors when applicable. While performing aboard NAVAIR or NAVAIR sites, the contractor shall comply with facility OPSEC program instructions and contribute to organization-level OPSEC efforts. Include OPSEC as part of its ongoing security awareness program and take all required Agency training. Be responsive to the Supporting OPSEC Manager on a non-interference basis. Protect sensitive unclassified information and activities, which could compromise classified information or operations, or degrade the planning and execution of operations performed by the RO and contractor in support of the mission. 3.2.6 Anti-Terrorism Force Protection and Emergency Management: The work performed on this contract is Emergency Essential in accordance with OPNAVINST 3440.17A and Government Emergency Management, Antiterrorism and/or Continuity of Operations Plans. Contractor personnel shall comply with all Government Emergency Management, Antiterrorism and/or Continuity of Operations Plans and directives. Contractor personnel shall report for work at Government facilities upon declaration of Force Protection Condition CHARLIE or in any event or emergency where Government officials direct curtailment of operations to “Mission Essential Only”. All Contractor personnel assigned to a government facility shall complete annual Antiterrorism (Level One) and Active Shooter training. 3.3Requirements. Contractor shall provide experienced personnel with expertise in the fields of Tasking, Collection, Processing, Exploitation, and Dissemination (TCPED), Signal Analysis, Radio Frequency (RF), Beyond Line of Sight / Line of Sight Internet Protocol (IP) Networks, Military Radio Communications, software development and avionics / structural integration. Contractor shall provide on-site and off-site technical and managerial support for ISR&T Platforms and Infrastructure, as well as squadron operations. Squadron support includes the embedding of Contractor personnel within the squadron. This support shall be comprised of program management, research and development, acquisition, administrative, financial, engineering, logistics, security, cybersecurity, information assurance, training, configuration management, and operational support. The contractor shall deliver in accordance with CDRL A001 and CDRL A002 a Cost Reporting and Monthly Status Report. 3.3.1 Research and Development (RDT&E) 3.3.1.1 RDT&E: ISR&T Platforms and Infrastructure 3.3.1.1.1 Contractor shall provide support services for ISR&T Platforms and Infrastructure systems development in subsurface and surface surveillance, search, detection, localization classification, attack, communications and Overseas Contingency Operations in support of the Navy’s manned and unmanned airborne ISR&T programs. Contractor shall provide supp services for the development of sensor systems to improve present and future airborne ISR&T capabilities. These services span the full scope of development, engineering, training an logistics disciplines in order to accommodate technology refresh of sensor suites, ongoing air vehicle integration and test, as well as aircraft service life management. Contractor shall provide support services for ISR&T Platforms and Infrastructure that provides rapid insertion of new capabilities including: improved communications, collection, and research capabilities. Contractor shall provide support services for the development of special mission equipment development packages. Contractor shall support Cybersecurity across the full range of classified and unclassified networks. 3.3.1.1.2 Contractor shall support ISR&T Platforms and Infrastructure development efforts to ensure they are fully interoperable and aligned with SM efforts. Tasking requires N0042125F3003 - FINAL Page 18 of 72 coordination with multiple program teams and other USG agencies. Coordination shall also facilitate the implementation of the ground-station elements for commonality, architecture compliance, training, configuration management, and interoperability. Contractor shall participate in risk reduction efforts that include requirements research, Concept of Operations (CONOPS) development, trade study research, specification development, system concept development, system architecture development, and threat research. Contractor shall suppor all system development activities, to include technical reviews and prototyping efforts. Contractor shall support ISR&T Platforms and Infrastructure to develop sensor suites for the ISR&T Platforms and Infrastructure to allow for critical manned and unmanned ISR&T capabilities to be provided to the Combatant Commanders (COCOMs) in support of global an theater related collection requirements. 3.3.1.1.3 Contractor shall support sensor development integration, and prototyping efforts aimed at technology demonstration and risk reduction. Development efforts are to ensure th the ISR&T Platforms and Infrastructure are fully interoperable and aligned with Navy Multi-INT capabilities. 3.3.1.1.4 Contractor shall provide support services for program management, systems engineering, acquisition logistics, training, configuration management, Budget, Cost Estimating, and Financial Management (BCFM), cybersecurity and security. 3.3.1.1.5 Contractor shall support the development of ISR&T Platforms and Infrastructure as a part of TCPED. 3.3.1.1.6 Contractor shall support the full range of developmental technology efforts as required by USG or DoD Military Intelligence Programs (MIP). Efforts include but are not lim to Minotaur MMS, MQL, shared Joint-USG TCPED development. 3.3.1.1.7 The Contractor shall participate in design reviews and may recommend requirements and design improvements, in conjunction with USG personnel. The contractor shall de and/or review and comment on proposed engineering changes, waivers, deviations, and alterations for their impact on performance, reliability, maintainability, availability, quality, saf and life cycle cost. Contractor shall perform cybersecurity, technical analyses, system engineering assessments, and planning / development for advanced airborne sensor systems. 3.3.1.1.8 The contractor shall support prototype hardware and provide configuration management, for cable assemblies in accordance with specifications. The Contractor shall assign numbers for all the top assembly items, as well as all the fabricated parts, cables schematics, in a standard, configuration management format. The drawing package shall consist of Bi materials, Bracket drawings, cable drawings, wiring diagram, and schematics. 3.3.1.1.9 The Contractor shall provide drawing packages in Defense Information Systems Agency (DISA) and industry standard format to the Government in hard and soft copy form The drawing package shall consist of bill of materials, structural drawings, cable drawings, wiring diagram, and schematics. The contractor shall accept and process data files in the Pro/Engineer, Solid Works, Solid Edge, IGES, and parasolid or STP 3-D file types, as well as the 2-D AutoCAD DWG/DXF file type. 3.3.1.2 RDT&E: Program Management Support 3.3.1.2.1 Contractor shall provide program management support for ISR&T Platforms and Infrastructure that includes planning and coordinating acquisition support among USG and commercial activities for research, development, test, and evaluation programs. Overall scope of these tasks includes review of planning and technical documentation, preparation of procurement packages, preparation of training materials, evaluation of production and installation proposals, preparation, and coordination of program schedules and plans and related budgetary data. Contractor shall assist in developing supporting documentation for management meetings ranging from team meetings, risk management meetings, configuration management meetings, program reviews, Overarching Integrated Product Teams (OIPTs) reviews, and Defense Acquisition Board (DAB) reviews. Contractor shall participate, in an advisory role, on technical evaluations, or other program reviews as deemed appropriate by the USG. 3.3.1.2.2 Contractor shall provide support services for program management, systems and cybersecurity engineering, acquisition logistics, training, configuration management, and BCFM. As a result of these activities, 3.3.1.2.3 Contractor shall provide support services for: a. Technology research, analysis, and evaluation to formulate potential engineering solutions to Operational Situations and Tactical Situations and system requirements. b. Identification of and evaluation of opportunities to leverage from mature capabilities and other government investments. c. Coordination with joint services in technology development, and participation in system-related conferences and technology working groups. d. Development and analysis of technical specifications, hardware design, and software design. e. Research, analysis, and evaluation of technical proposals as deemed appropriate by the Government. f. Development of cost and schedule estimates based on Systems Engineering principles and DoD policies. g. Development of technical data and documentation for hardware and software design system engineering efforts. h. Development and program management of ISR&T Platforms and Infrastructure directed training systems and related training products. i. Development of program management, systems engineering, acquisition and sustainment logistics, training materials, and BCFM documentation requirements. N0042125F3003 - FINAL Page 19 of 72 j. Support Government personnel in development of statutory and regulatory documentation. k. Development of documentation in support of the Navy’s Requirements. l. Development of documentation to support technical, acquisition, and program management reviews. m. Administrative support for program management, systems engineering, acquisition logistics, training, configuration management, and BCFM activities. n. Data management for all program data items, including vendor deliverables. 3.3.1.3 RDT&E: Acquisition Reviews 3.3.1.3.1 Contractor shall contribute to the formulation of technical reviews, evaluations, and meetings by providing evaluations, recommendations, reports, presentations, meeting agenda, meeting minutes and administrative support. The following are examples of reviews and meetings shall be supported in associated with standard DoD 5000 acquisition as wel the Adaptive Acquisition Framework. (AAF): Systems Requirements Reviews Prototyping Evaluation Reviews Capability Development Reviews Milestone Reviews Alternative Systems Reviews Technology Readiness Assessments System Design Specification Reviews Integrated Baseline Reviews Requirements/Acquisition Two-Pass Reviews Engineering Team Evaluations System Functional Reviews System and Subsystem Design Reviews Pre-Integrated Baseline Reviews Technical Interchange Meetings (TIM) Acquisition Reviews, conferences, and meetings Program Management Reviews (weekly, monthly, quarterly, and annually) Preliminary / Critical Design Reviews Ad hoc Technical and Programmatic Reviews Design Readiness Reviews Software Specification Reviews 3.3.1.4 RDT&E: Acquisition Documentation 3.3.1.4.1 Contractor shall contribute to the formulation of acquisition documentation by providing evaluations, recommendations, reports, and presentations. The following acquisition documentation shall be supported: Technology Development Strategies Acquisition Phase Exit Criteria Systems Engineering Plans Market Research Analysis of Alternative Plans Risk Assessments Test and Evaluation Strategy Product Support Package Programmatic Environment, Safety and Occupational Health (PESHE) Test Reports National Environmental Policy Act (NEPA) Compliance Schedules Procurement Initiation Documents Program Protection Plan Acquisition Strategy Report
N0042125F3003 - FINAL Page 20 of 72 Information Support Plan Acquisition Plan Cost and Manpower Estimate Technical Plans, Analyses, and Reports System Threat Assessment Acquisition logistics Plans, Analyses, and Reports Capability Development Document or Capability Needs Statement Business, Cost Estimating and Financial Management Documentation Capability Production Document Program Management Plans, Analyses, and Reports Clinger-Cohen Compliance Documentation Ad-hoc Plans, Reports, Briefings, Presentations, and other program documentation CONOPS Requirements Memorandums Cybersecurity Strategy Industrial Capabilities Analysis Acquisition Program Baseline Life Cycle Cost Estimate Economic Analyses Test and Evaluation Master Plan Live Fire Test and Evaluation Waiver and Plan Training System Plan Spectrum Certification Compliance Integrated Master Schedules 3.3.1.5 RDT&E: Systems Engineering - Requirements, Research and Development 3.3.1.5.1 Contractor shall provide support services to the Research and Development process that takes all inputs from relevant stakeholders and translates the inputs into technical requirements for ISR&T Platforms and Infrastructure. Contractor shall respond to the Joint Capabilities Integration and Development System (JCIDS) documents that identify capabil gaps in need of a material solution by developing documentation, reports, and presentations. Contractor shall work with the sponsoring activities to formulate recommendations in establishing and refining operational needs, attributes, performance parameters, and constraints that flow from JCIDS-described capabilities, and ensure that all relevant requirements addressed. Contractor shall provide documentation that addresses performance parameter objectives and thresholds that include affordability, scheduling and technical constraints. 3.3.1.5.2 Contractor shall perform systems engineering evaluations of the technical requirements, derived technical requirements, and solution-specified requirements for the ISR&T Platforms and Infrastructure, sub-systems and related training systems as defined in the performance specifications. Contractor shall measure technical progress and the effectiveness various technical plans and requirements and monitor progress against those plans and provide reports, documentation, and presentations of findings. Contractor shall prepare Performance Work Statement (PWS) and Statements of Objectives (SOOs) that incorporate the results of these evaluations. Contractor shall provide recommendations based on system engineering; as input to system and subsystem specification and drawing development and specification reviews. Contractor shall maintain data management of performance specifications, interface control documents, design documents, interface requirements documents and other technical data and documentation. Contractor shall provide recommendatio based on the evaluation of the technical guidance. Contractor shall provide technical and program management evaluations of Prime Contractors and Subsystem Contractors technical proposals related to the technology areas. Contractor shall provide technical support to the development and tracking of ISR&T Platforms and Infrastructure technology insertion plan ensure Capability Development Document (CDD) technical requirements, derived technical requirements, and solution-specified requirements are identified and adhere to the Integrat Master Schedule (IMS). 3.3.1.6 RDT&E: Acquisition Logistics 3.3.1.6.1 Contractor shall provide the research required to create recommendations for the IPT in designing for optimal System Operational Effectiveness (SOE), balancing System Effectiveness, and Life-Cycle Cost. Contractor shall evaluate reliability, supportability and maintainability of prime mission systems, subsystems, and equipment to optimize mission capability. Contractor shall provide the research required to generate recommendations for the IPT in influencing early design and architecture and focusing on the supportability outp Contract shall provide research required to generate recommendations for the IPT in developing supportability strategies that improve reliability, reduce the logistics footprint and redu life-cycle cost. Contractor shall provide research required to generate recommendations to the IPT in developing a product support strategy that defines the supportability planning, evaluation, training systems requirements, related courseware requirements and trade-offs conducted to determine the optimum support concept for a material system and strategies fo continuous affordability improvement throughout the product life cycle. Contractor shall document findings and recommendations in acquisition documentation such as reports, schedules, and presentations. Contractor shall support the squadrons with on-site logistics to manage the array of systems that will remain under interim support plans for the remainde of the aircraft life cycle. Contractor shall support the squadrons with on-site prototype maintenance engineering support and remote contractor engineering technical services to levera new technologies and facilitate rapid integration of new technologies. The Contractor shall provide squadron maintenance personnel initial maintenance training for prototype capabilities installed. The Contractor shall develop maintenance procedures and provide them to the squadron through the Interactive Electronic Technical Manuals (IETMs) for N0042125F3003 - FINAL Page 21 of 72 prototyped systems installed. The Contractor shall provide squadron aircrew personnel with operator training for prototype capabilities installed. The Contractor shall develop operato procedures for prototyped systems installed. 3.3.1.6.2 Contractor shall provide the research and development required to generate recommendations to assist the Program Manager in Configuration Management (CM) that includ Configuration Identification, Configuration Change Management, Configuration Status Accounting, and Configuration Verification and Audit. Contractor shall provide the research an development required to generate recommendations to assist the Program Manager in establishing a change management process to facilitate the insertion of planned new technology. Contractor shall establish and maintain a management system to control the inventory of Government Furnished Property (GFP), Government Furnished Equipment (GFE), and Government Furnished Information (GFI). Contractor shall generate Interactive Electronic Technical Manuals (IETMs), NATOPS, NATIP, interim publications, and training; provide reviews and comments on all documentation generated by the program office. 3.3.1.7 RDT&E: Budget, Costing, and Financial Management 3.3.1.7.1 Contractor shall generate documentation used in the Planning, Programming, and Execution (PPBE) process. Contractor shall provide assistance in preparation, submission a justification of appropriation, manpower, and other resource budget and provide resource reports and analyses. Contractor shall contribute to budget formulation, prepare funding documents, and monitor and report expenditures. Contractor shall assess the ability of current and planned programs to execute within cost and schedule constraints. Contractor shall identify issues, risks and changes required to improve program execution. Contractor shall participate in an advisory role, on programmatic, systems engineering, and acquisition logistics, acquisition planning reviews. Contractor shall provide BCFM inputs to programmatic, systems engineering, and acquisition logistics documentation. 3.3.2 Aircraft Procurement, Navy (APN) 3.3.2.1 APN: Production and Deployment 3.3.2.1.1 Contractor shall identify solutions and provide recommendations related to the procurement, manufacturing, installation, deployment, training, and support of Kit production systems and planned mission systems obsolescence for ISR&T Platforms and Infrastructure. Contractor shall perform Non-Recurring Engineering (NRE) to identify solutions and produce recommendations related to the procurement, manufacturing, installation, training, and maintenance of sustainment kits. Contractor shall perform NRE to identify solutions an provide recommendations related to the procurement, manufacturing, training and installation of a readiness improvement to high cost maintenance and readiness degrader items. Contractor shall perform NRE to identify solutions and provide recommendations related to the procurement, training and installation of P-8 R&D kits to respond to emerging threats. Contractor shall support Cybersecurity across the full range of networked systems on the ISR&T Platforms and Infrastructure. 3.3.2.1.2 Contractor shall review, analyze, and make recommendations for ISR&T Platform integration efforts to ensure they are fully interoperable and aligned with Maritime Patrol Reconnaissance Aircraft (MPRA) systems and UAS platforms. Effort shall require coordination with multiple program teams and other USG agencies. Coordination is required to facilitate the implementation and integration of GSS elements for commonality and architecture compliance. The production and integration effort include system integration to ensure that production systems may be assessed and authorized for operation on classified networks. This effort is aimed at supporting all phases of integration and production related to the integration of special mission system capabilities across the full range of ISR&T Platforms and Infrastructure. Contractor shall participate in Production Readiness Reviews (PRR), specification compliance, system assessment and certification, and system architecture compliance to ensure that production systems meet the full range of interoperability requiremen Contractor shall also review, analyze, and make recommendations on all system integration activities, to include quick reaction capability incorporation on ISR&T Platforms and Infrastructure under the various P-8A R&D programs that support rapid fielding of emergent technologies. 3.3.2.1.3 The contractor shall support in-service aircraft, ground stations and infrastructure and laboratory modifications for the installation of production special mission equipment. This includes producing engineering drawings, associated parts lists and the procurement of material to be used in the fabrication of kits necessary to install production hardware and a required training or operational manuals. The Contractor shall assign part numbers for all the top assembly items, as well as all the fabricated parts, cables schematics, in a standard, configuration management format. The drawing package shall consist of bill of materials, bracket drawings, cable drawings, wiring diagram, schematics, and operational manual. 3.3.2.1.4 Contractor shall provide support services for program management, systems and cybersecurity engineering, acquisition logistics, training, security, financial planning and execution. Contractor shall perform financial analyses on project requirements to support aircraft modification efforts and provide recommendations on various procurement strategies support the implementation of these systems/capabilities, their potential return on investment, and associated risk to the project. The contractor shall provide financial services to inclu supporting planning, financial analysis, and cost-trade-off assessments. Contractor shall produce meeting agendas, meeting minutes, acquisition support documentation, presentation materials, and support documentation to include findings, plans, recommendations, reports, schedules, status and specifications. 3.3.2.2 APN: Program Management Support 3.3.2.2.1 Contractor shall provide program management support for ISR&T Platforms and Infrastructure that includes planning and coordinating acquisition support among USG and commercial activities to support product and aircraft modifications. Overall scope of these tasks includes review of planning and technical documentation, preparation of procurement packages, preparation of training materials, evaluation of production and installation proposals, preparation and coordination of program plans and schedules and related budgetary da Contractor shall generate documentation for management meetings ranging from team meetings, risk management meetings, program reviews, configuration management meetings, a other acquisition reviews. Contractor shall participate, in an advisory role, on technical evaluations, or other program reviews as required. 3.3.2.2.2 Contractor shall provide support services for program management, systems engineering, acquisition logistics, training, configuration management and financial managemen and execution. Participation shall include but is not limited to, activities such as: N0042125F3003 - FINAL Page 22 of 72 a. Generation of program management, systems engineering, acquisition and sustainment logistics, training materials, and financial documentation requirements. b. Generation of documentation to support technical, acquisition, and program management reviews, TIMs and team meetings. c. Support Government personnel in generation of acquisition statutory and regulatory documentation. d. Administrative support for program management, systems engineering, evaluation, acquisition logistics, training, configuration management, and financial activities. e. Generation of documentation to support training systems and related training products. f. Participation in program management, systems engineering, acquisition logistics, and financial documentation requirements meetings, technical working groups and conferences g. Participate with other IPTs within the Program Office and other organizations to articulate the Program Office efforts and interests. 3.3.2.3 APN: Acquisition Reviews 3.3.2.3.1 Contractor shall support technical reviews, evaluations, and meetings by providing analyses, evaluations, recommendations, reports, presentations, meeting agenda, meeting minutes and administrative support. The following are examples of reviews and meetings shall be supported in associated with standard DoD 5000 acquisition as well as the Adaptive Acquisition Framework. (AAF): Engineering Team Evaluations Requirements/Acquisition Two-Pass/Six Gate Reviews Full-Rate Production Decision Review Systems Engineering Technical Reviews Integrated Baseline Review System Verification Review Milestone Reviews Technology Readiness Assessment Operational Test Readiness Review Test Readiness Review Physical/Functional Configuration Audit Ad hoc Programmatic, Technical, Logistics, and Financial Reviews Post Deployment Performance Review Production Readiness Review 3.3.2.4 APN: Acquisition Documentation 3.3.2.4.1 Contractor shall support and generate acquisition documentation by providing analyses, evaluations, recommendations, reports, and presentations. The following acquisition documentation shall be supported: Acquisition Plan Insensitive Munitions Acquisition Decision Memorandum Manpower Estimate & Manpower Estimate Report Acquisition Program Baseline Market Research Acquisition Strategy Operational Test Agency Report Affordability Assessment PESHE/NEPA Analysis of Alternatives Program Life Cycle Cost Estimate Arms Control Compliance Assessment Program Protection Plan Benefit Analysis and Determination Registration of Mission Critical & Mission Essential Information Systems Capability Production Document Risk Assessment Certification of Compliance with the Financial Management Enterprise Architecture Selected Acquisition Report Clinger-Cohen Act (CCA) Compliance Spectrum Certification Competition Analysis Systems Engineering Plan Consideration of Technology Issues System Threat Assessment / CAPSTONE Threat Assessment Contractor Cost Data Report Technology Development Strategy Cooperative Opportunities Technology Readiness Assessment Core Logistics Analysis / Source of Repair Analysis Test Reports Cost Analysis Requirements Document (CARD) Test and Evaluation Master Plan Development, Test & Evaluation Report Training System Plan Exit Criteria Acquisition logistics Plans, Analyses, and Reports Economic Analysis Business, Cost Estimating and Financial Management Documentation Industrial Capabilities Analysis Program Management Plans, Analyses, and Reports N0042125F3003 - FINAL Page 23 of 72 Cybersecurity Strategy Ad-hoc Plans, Reports, Briefings, Presentations, and other program documentation Information Support Plan 3.3.2.5 APN: Systems Engineering 3.3.2.5.1 Contractor shall generate plans to build, modify, verify and test proposed solutions to deficiencies for ISR&T Platforms and Infrastructure. Through the employment of Syste Engineering processes, Contractor shall recommend solutions that may result in hardware/software specification changes. Contractor shall generate modification and implementation plans considering system cost, schedule and performance. Contractor shall support the verification and validation of proposed solutions. 3.3.2.5.2 Contractor shall translate deficiency solutions to appropriate hardware/software or specification changes to both mission systems and related training systems. Contractor sha create, modify, incorporate, and verify modifications in accordance with an approved plan. Contractor shall identify cost, schedule, and performance impacts when addressing deficien solutions. 3.3.2.5.3 Contractor shall verify and test proposed solutions to the system deficiencies. This process may require the spectrum from laboratory through full operational system testing. Contractor may have to repeat these tests, analyze and fix activities in order to resolve deficiencies or further improve the system solution. Contractor shall incorporate these approved changes into the final production configuration baseline. 3.3.2.5.4 Contractor shall provide systems integration engineering support to include the creation of detailed drawings, drawing reviews, correction/amendment of drawings, review o vehicle modification technical data packages. Contractor shall provide engineering integration support that includes the ability to conduct “hands-on” testing and troubleshooting of installed systems. 3.3.2.5.5 Contractor shall support field installations of USG and commercial modifications. Contractor shall provide electrical and mechanical design support of USG and commercial modifications. Contractor shall support structural and reliability and maintainability analyses. 3.3.2.5.6 To accomplish these tasks, Contractor shall evaluate data, formulate solutions and generate drawings, manuals, procedures, recommendations, and documentation. 3.3.2.6 APN: Logistics Support 3.3.2.6.1 Contractor shall identify solutions required for ISR&T Platforms and Infrastructure to support life-cycle logistics planning, implementation, and management of comprehens affordable, and effective systems support strategies. Contractor shall provide the solutions required to ensure that support strategies meet goals for operational effectiveness, optimum readiness, and the facilitation of iterative technology enhancements. Contractor shall identify solutions required to justify support strategy. Examples of these initiatives include but ar not limited to: managing performance agreements, integrating support strategies, and employing diagnostics, prognostics, and logistics supply chain management approaches to achiev operational effectiveness, system affordability, and reduced logistics footprint. Contractor shall support squadrons with on-site logistics support to manage systems that will remain un interim support plans for the remainder of the aircraft life cycle. Contractor shall support the squadrons with on-site logistics and engineering support and remote contractor engineeri technical services to leverage new technologies and facilitate rapid integration of new technologies. The Contractor shall provide squadron maintenance personnel initial maintenance training for integrated capabilities installed. The Contractor shall produce maintenance procedures and provide them to the squadron through the Interactive Electronic Technical Manuals (IETMs) for integrated systems installed. The Contractor shall provide squadron aircrew personnel with operator training for integrated capabilities installed. The Contractor shall produce operator procedures for integrated systems installed. 3.3.2.6.2 Contractor shall evaluate, formulate, recommend and monitor establishment of product support that includes the logistics support functions necessary to maintain the readine sustainment, and operational capability of system and subsystems. Contractor shall identify solutions required to assist the IPT in the application of Modular Open Systems Approach interoperability, maintainability, and compatibility when generating the support strategies and follow-on logistics planning for sustainment. Contractor shall identify solutions to assist IPT in data management that includes the process of applying policies, systems and procedures for identification and control of data requirements; timely and economical acquisition o such data; assuring the adequacy of data; access, distribution or communication of the data to the point of use; analysis of data use. 3.3.2.6.3 Contractor shall identify solutions to assist the IPT in formulating serialized item management initiatives to identify populations of select items (parts, components, and end items), to mark all items in the population with a universally Unique Item Identifier, and to enable the generation, collection and examination of maintenance data about each specific item. Contractor shall identify solutions to assist the Program Manager in CM that includes: Configuration Identification, Configuration Change Management, Configuration Status Accounting, and Configuration Verification and Audit. Contractor shall identify solutions in establishing a change management process to facilitate the insertion of planned new technology. Contractor shall consider all related impacts to mission systems and related training systems as it pertains to key logistics elements. Contractor shall identify Diminishing Manufacturing Sources and Material Shortages (DMSMS) in the life cycle of a product. Contractor shall provide the research and analysis required to produce recommendations to as the Program Manager in formulation and implementation of a logistics and acquisition strategy. Contractor shall establish and maintain a management system to control the inventory GFP, GFE, and GFI. 3.3.3 Other Procurement, Navy (OPN)
N0042125F3003 - FINAL Page 24 of 72 3.3.3.1 OPN: Production and Deployment 3.3.3.1.1 Contractor shall identify solutions and provide recommendations related to the procurement, modernization, manufacturing, installation, deployment, training, and support o Kit production systems and planned naval-force mission systems obsolescence for ISR&T Platforms and Infrastructure. Contractor shall perform NRE to identify solutions and produc recommendations related to the procurement, modernization, manufacturing, installation, training, and maintenance of sustainment kits that will improve fatigue life by replacing structural components. Contractor shall perform NRE to identify solutions and provide recommendations related to the procurement, modernization, manufacturing, training and installation of a readiness improvement to high cost maintenance and readiness degrader items. Contractor shall perform NRE to identify solutions and provide recommendations relat to the procurement, modernization, training and installation of kits to respond to emerging threats. Contractor shall support Cybersecurity across the full range of networked systems o the ISR&T Platforms and Infrastructure. 3.3.3.1.2 Contractor shall review, analyze, and make recommendations for ISR&T Platforms and Infrastructure production and integration efforts to ensure they are fully interoperable and aligned with Maritime Patrol and Reconnaissance Aircraft (MPRA) systems and UAS platforms. Effort shall require coordination with multiple program teams and other USG agencies. Coordination is required to facilitate the implementation and integration of GSS elements for commonality and architecture compliance. The production and integration effo include system integration to ensure that production systems may be assessed and authorized for operation on classified networks. This effort is aimed at supporting all phases of integration and production related to the integration of special mission system capabilities across the full range of ISR&T Platforms and Infrastructure. Contractor shall participate in Production Readiness Reviews (PRR), specification compliance, system assessment and certification, and system architecture compliance to ensure that production systems meet the f range of interoperability requirements. Contractor shall also review, analyze, and make recommendations on all system integration activities, to include quick reaction capability incorporation on ISR&T Platforms and Infrastructure under the various programs that support rapid fielding of emergent technologies. 3.3.3.1.3 The contractor shall support in-service ground stations, infrastructure, and laboratory modifications for the installation of production special mission equipment. This includ producing engineering drawings, associated parts lists and the procurement of material to be used in the fabrication of kits necessary to install production hardware and any required training or operational manuals. The Contractor shall assign part numbers for all the top assembly items, as well as all the fabricated parts, cables schematics, in a standard, configura management format. The drawing package shall consist of bill of materials, bracket drawings, cable drawings, wiring diagram, schematics, and operational manual. 3.3.3.1.4 Contractor shall provide support services for program management, systems and cybersecurity engineering, acquisition logistics, training, BCFM, and security. Contractor sh produce meeting agendas, meeting minutes, acquisition support documentation, presentation materials, and support documentation to include findings, plans, recommendations, repor schedules, status and specifications. 3.3.3.2 OPN: Program Management Support 3.3.3.2.1 Contractor shall provide program management support for ISR&T Platforms and Infrastructure that includes planning and coordinating acquisition support among USG and commercial activities. Overall scope of these tasks includes review of planning and technical documentation, preparation of procurement packages, preparation of training materials, evaluation of production and installation proposals, preparation and coordination of program plans and schedules and related budgetary data. Contractor shall generate documentation management meetings ranging from team meetings, risk management meetings, program reviews, configuration management meetings, and other acquisition reviews. Contractor shal participate, in an advisory role, on technical evaluations, or other program reviews as required. 3.3.3.2.2 Contractor shall provide support services for program management, systems engineering, acquisition logistics, training, configuration management, and BCFM. Participation shall include but not limited to, activities such as: a. Generation of program management, systems engineering, acquisition and sustainment logistics, training materials, and BCFM documentation requirements. b. Generation of documentation to support technical, acquisition, and program management reviews, TIMs and team meetings. c. Support Government personnel in the generation of acquisition statutory and regulatory documentation. d. Administrative support for program management, systems engineering, evaluation, acquisition logistics, training, configuration management, and BCFM activities. e. Generation of documentation to support training systems and related training products. f. Participation in program management, systems engineering, acquisition logistics, and BCFM documentation requirements meetings, technical working groups and conferences. g. Participate with other IPTs within the Program Office and other organizations to articulate the Program Office efforts and interests. This support includes OPNAV, Operations T Evaluation Force (COMOPTEVFOR), Office of the Secretary of Defense (OSD), Naval Aviation Depots (NAVAVNDEPOT), National Interoperability Tactical Office (NTIO), N Warfare Centers (NAWC), Naval Surface Warfare Center (NSWC), Naval Research Laboratory (NRL), Airborne Overhead Cooperative Operations (AOCO), PEO locations, as corresponding offices in other services. 3.3.3.3 OPN: Systems Engineering 3.3.3.3.1 Contractor shall generate plans to build, modify, verify and test proposed solutions to deficiencies for ISR&T Platforms and Infrastructure. Through the employment of Syste Engineering processes, Contractor shall recommend solutions that may result in hardware/software specification changes. Contractor shall generate modification and implementation plans considering system cost, schedule and performance. Contractor shall support the verification and validation of proposed solutions. 3.3.3.3.2 Contractor shall translate deficiency solutions to appropriate hardware/software or specification changes to both mission systems and related training systems. Contractor sha create, modify, incorporate, and verify modifications in accordance with an approved plan. Contractor shall identify cost, schedule, and performance impacts when addressing deficien solutions. N0042125F3003 - FINAL Page 25 of 72 3.3.3.3.3 Contractor shall verify and test proposed solutions to the system deficiencies. This process may require the spectrum from laboratory through full operational system testing. Contractor may have to repeat these tests, analyze and fix activities in order to resolve deficiencies or further improve the system solution. Contractor shall incorporate these approved changes into the final production configuration baseline. 3.3.3.3.4 Contractor shall provide systems integration engineering support to include the creation of detailed drawings, drawing reviews, correction/amendment of drawings, review o vehicle modification technical data packages. Contractor shall provide engineering integration support that includes the ability to conduct “hands-on” testing and troubleshooting of installed systems. 3.3.3.3.5 Contractor shall support field installations of USG and commercial modifications. Contractor shall provide electrical and mechanical design support of USG and commercial modifications. Contractor shall support structural and reliability and maintainability analyses. 3.3.3.3.6 To accomplish these tasks, Contractor shall evaluate data, formulate solutions and generate drawings, manuals, procedures, recommendations, and documentation. 3.3.3.4 OPN: Logistics Support 3.3.3.4.1 Contractor shall identify solutions required for ISR&T Platforms and Infrastructure to support integrated life-cycle logistics planning, implementation, and management of comprehensive, affordable, and effective systems support strategies. Contractor shall provide the solutions required to ensure that support strategies meet goals for operational effectiveness, optimum readiness, and the facilitation of iterative technology enhancements. Contractor shall identify solutions required to justify support strategy. Examples of these initiatives include but are not limited to: managing performance agreements, integrating support strategies, and employing diagnostics, prognostics, and logistics supply chain management approaches to achieve operational effectiveness, system affordability, and reduced logistics footprint. Contractor shall support squadrons with on-site logistics support to manage systems that will remain under interim support plans for the remainder of the aircraft life cycle. Contractor shall support the squadrons with on-site logistics and engineering support and remote contractor engineering technical services to leverage new technologies and facilitate rapid integration of new technologies. 3.3.3.4.2 Contractor shall evaluate, formulate, recommend and monitor establishment of product support that includes the logistics support functions necessary to maintain the readine sustainment, and operational capability of system and subsystems. Contractor shall identify solutions required to assist the IPT in the application of Modular Open Systems Approach interoperability, maintainability, and compatibility when generating the support strategies and follow-on logistics planning for sustainment. Contractor shall identify solutions to assist IPT in data management that includes the process of applying policies, systems and procedures for identification and control of data requirements; timely and economical acquisition o such data; assuring the adequacy of data; access, distribution or communication of the data to the point of use; analysis of data use. 3.3.3.4.3 Contractor shall identify solutions to assist the IPT in formulating serialized item management initiatives to identify populations of select items (parts, components, and end items), to mark all items in the population with a universally Unique Item Identifier, and to enable the generation, collection and examination of maintenance data about each specific item. Contractor shall identify solutions to assist the Program Manager in CM that includes: Configuration Identification, Configuration Change Management, Configuration Status Accounting, and Configuration Verification and Audit. Contractor shall identify solutions in establishing a change management process to facilitate the insertion of planned new technology. Contractor shall consider all related impacts to mission systems and related training systems as it pertains to key logistics elements. Contractor shall identify Diminishing Manufacturing Sources and Material Shortages (DMSMS) in the life cycle of a product. Contractor shall provide the research and analysis required to produce recommendations to as the Program Manager in formulation and implementation of a logistics and acquisition strategy. Contractor shall establish and maintain a management system to control the inventory GFP, GFE, and GFI. 3.3.4 Operations and Maintenance, Navy (O&MN) 3.3.4.1 O&MN: Operations and Support Phase 3.3.4.1.1 The objective of this phase is the execution of a support program that meets operational support performance requirements and sustains the systems in the most cost-effective manner over the total acquisition life cycle. Contractor shall support Cybersecurity across the full range of classified and unclassified networks on the ISR&T Platforms and Infrastruc aircraft to ensure these networks continue to meet USG requirements for network protection. Personnel executing this function shall meet DoD 8570.01-M certification requirements t serve in these Cybersecurity roles. 3.3.4.1.2 The contractor shall support in-service aircraft, ground stations and infrastructure modifications for the installation/modification of fielded special mission equipment includi repair or refurbishment of fielded systems to ensure that the mission system fulfills its life cycle requirements. This includes updating engineering drawings and associated parts lists well as the procurement of material to be used in the fabrication of kits necessary to install and/or repair fielded hardware in special mission aircraft. The Contractor shall assign part numbers for all the top assembly items, as well as all the fabricated parts, cables schematics, in a standard, configuration management format. The drawing package shall consist of bil materials, bracket drawings, cable drawings, wiring diagram, and schematics. 3.3.4.1.3 Contractor shall provide support services for program management, systems and cybersecurity engineering, acquisition logistics, training, configuration management, BCFM and security. Contractor shall produce meeting agendas, meeting minutes, acquisition support documentation, presentation materials, and support documentation to include findings, plans, recommendations, reports, schedules, training materials, status and specifications. N0042125F3003 - FINAL Page 26 of 72 Acquisition logistics Plans, Analyses, and Reports Electronic Warfare Test and Evaluation Report Ad-hoc Plans, Reports, Briefings, Presentations, and other program documentation Program Deviation Report Business, Cost Estimating and Financial Management Documentation Program Management Plans, Analyses, and Reports Contractor Cost Data Report Systems Engineering Technical Reports 3.3.4.2 O&MN: Project Management Support 3.3.4.2.1 Contractor shall provide project management support that includes planning and coordinating acquisition support among Government and commercial activities for procurem programs. Overall scope of these tasks includes monitoring of acquisition planning and technical documentation, preparation of procurement packages, preparation of training materia evaluation of production and installation proposals, preparation and coordination of program schedules and related budgetary data, and monitoring and tracking of CDRLs. Developm and project management of directed training systems and related training products. Contractor shall assist in maintaining supporting documentation for management meetings ranging from team meetings, risk management meetings, program reviews, configuration management meetings, OIPTs reviews, and DAB reviews. Contractor shall participate, in an advisory role, on technical evaluations, or other program reviews. 3.3.4.4 O&MN: Acquisition Documentation 3.3.4.4.1 Contractor shall contribute to the formulation of acquisition documentation by providing analyses, evaluations, recommendations, reports, and presentations. The following acquisition documentation shall be supported: 3.3.4.5 O&MN: Systems Engineering 3.3.4.5.1 During the Sustainment effort of the Operations and Support Phase, Contractor shall support in-service reviews and trade studies on modifications, upgrades, and future increments of systems and subsystems related to ISR&T Platforms and Infrastructure. Contractor shall consider the following factors in reviewing support structures and performing tr studies: interoperability or technology improvements, parts or manufacturing obsolescence, aging aircraft (or system) issues, premature failures, changes in fuel or lubricants, training systems related impacts and Joint or service commonality. 3.3.4.5.2 Contractor shall perform supportability assessments on fielded systems that would enhance weapon system operational effectiveness. As part of the supportability assessmen Contractor shall collect and monitor service use data, user feedback, failure reports, discrepancy reports, PESHE, and the Systems Engineering Plan (SEP) and analyze the data to iden root causes and potential solutions. Based on the Supportability Assessment, Contractor shall formulate corrective action plans and support the implementation and fielding of modifications and upgrades. Contractor shall plan, prepare, track, and review Engineering Change Proposals (ECP), Configuration Control Board Documentation (CCBD), Rapid Acquisition Maintenance Engineering Changes (RAMEC) and other Technical Data Packages (TDP) required for modifications to fielded systems. Contractor shall support periodic In-Service Reviews (I-SR) to monitor in-service health, operational system risk, system readiness, costs, trends, aging equipment and out of production issues. 3.3.4.5.3 During the Demilitarization and Disposal effort, Contractor shall analyze material demilitarization and disposal requirements. Contractor shall coordinate with DoD Compon Logistics activities and the Defense Logistics Agency (DLA), as appropriate, to identify and apply applicable demilitarization requirements necessary to eliminate the functional or military capabilities of assets. 3.3.4.6 O&MN: Logistics Support 3.3.4.6.1 Contractor shall provide logistics support for Systems Engineering supportability assessments. Contractor shall assist in Post Deployment Reviews (PDR) and periodic assessments of system support strategies comparing actual versus expected levels of performance and support. Contractor shall identify improvements to the product support strategy t increase weapon system availability while reducing life-cycle costs and logistics footprint. Contractor shall perform Maintenance Plan Analysis to identify readiness degraders, maintenance data, maintenance program implementation and industrial coordination. Contractor shall track Performance-Based Agreements to identify product support assessments an improvements by comparing expectations against actual performance data. Contractor shall update system sustainment improvements by identifying opportunities to re-balance logisti resources and decreasing repair cycle times through Continuous Process Improvements tools and methodologies. Contractor shall support training systems related impacts incident to ECP development as a key part of the basic logistics elements. Contractor shall support Program Assessments that evaluate supportability, logistics readiness, and sustainment plannin determine the sufficiency of a program’s overall product support and sustainment planning prior to acquisition milestones and major decisions. Contractor shall participate in activities enhance, measure, track, improve, and control DMSMS. Contractor shall support the squadrons with on-site logistics support to maintain the array of systems that will remain under interim support plans for the remainder of the aircraft life cycle. Contractor shall support the squadrons with on-site maintenance engineering and remote contractor engineering techn services to leverage new technologies and facilitate rapid integration of new technologies as a means of tracking obsolescence. 3.3.4.7 O&MN: Budget, Cost, and Financial Management (BCFM) 3.3.4.7.1 Contractor shall generate documentation used in the PPBE process. Contractor shall provide assistance in preparation, submission and justification of appropriation, manpow and other resource budget and provide resource reports. Contractor shall contribute to budget formulation, prepare funding documents, and monitor and report expenditures. Contracto shall assess the ability of current and planned programs to execute within cost and schedule constraints. Contractor shall identify issues, risks and changes required to improve program execution. Contractor shall provide Earned Value Management (EVM) assessments of the prime contractor’s Cost Performance Report on a monthly basis. Contractor shall participate an advisory role, on programmatic, systems engineering, and acquisition logistics planning reviews. Contractor shall provide BCFM inputs to programmatic, systems engineering, and acquisition logistics documentation. N0042125F3003 - FINAL Page 27 of 72 3.3.4.8 O&MN: Fleet Response 3.3.4.8.1 Contractor shall provide system life cycle management and support. Contractor shall support overarching fleet requirements e.g. attending and participating in sustainment meetings, Team Meetings, TIMs, etc. Contractor shall coordinate with user groups to define fleet requirements, identify factors that affect Ready for Tasking (RFT) rates, and identify high-cost failures in relation to RFT rates. Contractor shall coordinate with field activities to maintain database and current awareness of software and hardware readiness issues. Contractor shall assist in generation of program budgets, schedules and related presentations, monitor effectiveness of current and planned programs, identify risks and problems and identify changes required to improve program execution. 3.3.4.9 O&MN: Security Information Assurance & Tools (SIT) 3.3.4.9.1 Contractor shall support SIT activities to include maintaining software support laboratories, acquiring materials to maintain software labs, maintaining Defense Security Serv (DSS), Department of Defense (DoD), Department of Navy (DoN), and Intelligence Community (IC) Cybersecurity mandates, purchasing licenses to maintain software systems, and maintaining System Security Plan (SSP) certifications. 3.3.4.10 O&MN: Product Improvement 3.3.4.10.1 Contractor shall provide training for fleet users and in-service systems. Work includes updating training materials, providing engineering and system administrator training, managing trainer maintenance, interfacing with fleet for manpower/training requirements, and conducting fleet training/certification. 3.3.4.11 O&MN: Project Management 3.3.4.11.1 Contractor shall perform Project Management of In-Service Systems to include work associated with managing the life cycle of the platform/project. Manage the operation the Fleet Support Teams (FSTs) and Project Teams by supporting the Fleet/User support teams’ products. Support overarching fleet requirements e.g. Naval Aviation Requirements Group (NARG) Logistics meeting support /attendance. Conduct up-front Planning/Analyzing of System & Program Supportability Requirements. Perform Business/Financial Management related activities to include input into their processes, such as timekeeping, travel vouchers, managerial accounting, transaction processing, performing corrective action transactions, responding to data calls, budget development and execution, and review/analysis of financial material or reports. 3.3.4.12 O&MN: Capability Defect Package (CDP) 3.3.4.12.1 Contractor shall support efforts to correct software deficiencies in existing software baselines. In accordance with the program configuration management plan this may include patching, Information Assurance and Vulnerability Alerts (IAVA), Secure Technical Implementation Guide (STIG) compliance and use of static code analysis tools to identify source code defects. 3.3.4.13 O&MN: User Defined Files (UDF) 3.3.4.13.1 Contractor shall support efforts to perform annual UDF maintenance to fielded software baselines to sustain mission databases. 3.3.4.14 O&MN: Repair of Repairable (ROR) 3.3.4.14.1 Contractor shall support RoR activities, to include component rework, for fielded special mission equipment and systems. Contractor shall identify critical repair of parts to minimize Turn-Around Time, track all repairs, and record all repair data. Contractor shall perform material procurement, alignment, calibration, repair, rework, Packaging, Handling, Shipping, and Transportation (PHS&T), warehousing and warehousing management, inventory maintenance, and return the item in a Ready for Issue (RFI) condition. 3.3.4.15 O&MN: Mission System and Other Flight Operations (1A1A) 3.3.4.15.1 Contractor shall support Interim Logistics Support (ILS) efforts for legacy system life cycle management and support. Contractor shall perform aircraft systems training and testing, generate technical data, drawings, and update publications, conduct hardware repair and testing, perform equipment training, and conduct logistics and engineering of the syst components and aircraft installations. 3.3.4.15.2 Contractor shall receive fleet/user inquiries (calls, messages, etc.) and provide Help-Desk support. Work shall include providing technical expertise to answer fleet question and log fleet inquiries for operational systems. Perform Engineering Investigations (EI) and Root Cause Analysis of In-Service Deficiencies to determine triage issues and repair
N0042125F3003 - FINAL Page 28 of 72 priorities. Verify if reported problems are duplicates and/or if these are new issues. Determine if the problem shall require a workaround to mitigate the impact or if it is a training issu Receive and respond to technical fleet questions/requests. Contractor shall support overarching fleet requirements e.g. attending and participating in sustainment meetings, Team Meetings, TIMs, etc. 3.3.4.16 O&MN: Program Related Logistics (PRL) 3.3.4.16.1 Contractor shall provide PRL support of special mission equipment and systems to include: technical data management, Original Equipment Manufacturer, ECP/TD /RAMEC/QRC processing, material procurement, on-site technical assistance, EIs, and maintenance plans. 3.3.4.16.2 Contractor shall receive fleet/user Inquiries (calls, messages, etc.) and provide Help-Desk support. Work shall include providing technical expertise to answer fleet question and log fleet inquiries for operational systems. Perform EI and Root Cause Analysis of In-Service Deficiencies to determine triage issues and repair priorities. Verify if reported proble are duplicates and/or if these are new issues. Determine if the problem shall require a workaround to mitigate the impact or if it is a training issue. Receive and respond to technical fle questions/requests. Contractor shall support overarching fleet requirements e.g. attending and participating in sustainment meetings, Team Meetings, TIMs, ILSMTs, etc. 3.3.5 Foreign Military Sales (FMS) 3.3.5.1 FMS: Procurement 3.3.5.1.1 Contractor shall identify solutions and provide recommendations related to the procurement, manufacturing, installation, deployment, training, and support of Kit production systems and planned mission systems obsolescence for ISR&T Platforms and Infrastructure. Contractor shall perform NRE to identify solutions and produce recommendations related the procurement, manufacturing, installation, training, and maintenance of sustainment kits. Contractor shall perform NRE to identify solutions and provide recommendations related the procurement, manufacturing, training and installation of a readiness improvement to high cost maintenance and readiness degrader items. Contractor shall perform NRE to identify solutions and provide recommendations related to the procurement, training and installation of P-8A FMS kits to respond to emerging threats. Contractor shall support Cybersecurity across the full range of networked systems on the ISR&T Platforms and Infrastructure. 3.3.5.1.2 Contractor shall review, analyze, and make recommendations for ISR&T Platform integration efforts to ensure they are fully interoperable and aligned with Maritime Patrol Reconnaissance Aircraft (MPRA) systems and UAS platforms. Effort shall require coordination with multiple program teams and other USG agencies. Coordination is required to facilitate the implementation and integration of GSS elements for commonality and architecture compliance. The production and integration effort include system integration to ensure that production systems may be assessed and authorized for operation on classified networks. This effort is aimed at supporting all phases of integration and production related to the integration of special mission system capabilities across the full range of ISR&T Platforms and Infrastructure. Contractor shall participate in Production Readiness Reviews (PRR), specification compliance, system assessment and certification, and system architecture compliance to ensure that production systems meet the full range of interoperability requiremen Contractor shall also review, analyze, and make recommendations on all system integration activities, to include quick reaction capability incorporation on ISR&T Platforms and Infrastructure under the various P-8A programs that support rapid fielding of emergent technologies. 3.3.5.1.3 The contractor shall support in-service aircraft, ground stations and infrastructure and laboratory modifications for the installation of production special mission equipment. This includes producing engineering drawings, associated parts lists and the procurement of material to be used in the fabrication of kits necessary to install production hardware and a required training or operational manuals. The Contractor shall assign part numbers for all the top assembly items, as well as all the fabricated parts, cables schematics, in a standard, configuration management format. The drawing package shall consist of bill of materials, bracket drawings, cable drawings, wiring diagram, schematics, and operational manual. 3.3.5.1.4 Contractor shall provide support services for program management, systems and cybersecurity engineering, acquisition logistics, training, BCFM, and security. Contractor sh produce meeting agendas, meeting minutes, acquisition support documentation, presentation materials, and support documentation to include findings, plans, recommendations, repor schedules, status and specifications. 3.3.5.2 FMS: Program Management Support 3.3.5.2.1 Contractor shall provide program management support for ISR&T Platforms and Infrastructure that includes planning and coordinating acquisition support among USG and commercial activities. Overall scope of these tasks includes review of planning and technical documentation, preparation of procurement packages, preparation of training materials, evaluation of production and installation proposals, preparation and coordination of program plans and schedules and related budgetary data. Contractor shall generate documentation management meetings ranging from team meetings, risk management meetings, program reviews, configuration management meetings, and other acquisition reviews. Contractor shal participate, in an advisory role, on technical evaluations, or other program reviews as required. 3.3.5.2.2 Contractor shall provide support services for program management, systems engineering, acquisition logistics, training, configuration management, and BCFM. Participation shall include but not limited to, activities such as: a. Generation of program management, systems engineering, acquisition and sustainment logistics, training materials, and BCFM documentation requirements. b. Generation of documentation to support technical, acquisition, and program management reviews, TIMs and team meetings. c. Support Government personnel in generation of acquisition statutory and regulatory documentation. d. Administrative support for program management, systems engineering, evaluation, acquisition logistics, training, configuration management, and BCFM activities. e. Generation of documentation to support training systems and related training products. N0042125F3003 - FINAL Page 29 of 72 f. Participation in program management, systems engineering, acquisition logistics, and BCFM documentation requirements meetings, technical working groups and conferences. g. Participate with other IPTs within the Program Office and other organizations to articulate the Program Office efforts and interests. 3.3.5.3 FMS: Acquisition Reviews 3.3.5.3.1 Contractor shall support technical reviews, evaluations, and meetings by providing analyses, evaluations, recommendations, reports, presentations, meeting agenda, meeting minutes and administrative support. The following reviews and meetings shall be supported: Engineering Team Evaluations Requirements/Acquisition Two-Pass/Six Gate Reviews Full-Rate Production Decision Review Systems Engineering Technical Reviews Integrated Baseline Review System Verification Review Milestone Reviews Technology Readiness Assessment Operational Test Readiness Review Test Readiness Review Physical/Functional Configuration Audit Ad hoc Programmatic, Technical, Logistics, and Financial Reviews Post Deployment Performance Review Production Readiness Review 3.3.5.4 FMS: Acquisition Documentation 3.3.5.4.1 Contractor shall support and generate acquisition documentation by providing analyses, evaluations, recommendations, reports, and presentations. The following acquisition documentation shall be supported: Acquisition Plan Insensitive Munitions Acquisition Decision Memorandum Manpower Estimate & Manpower Estimate Report Acquisition Program Baseline Market Research Acquisition Strategy Operational Test Agency Report Affordability Assessment PESHE/NEPA Analysis of Alternatives Program Life Cycle Cost Estimate Arms Control Compliance Assessment Program Protection Plan Benefit Analysis and Determination Registration of Mission Critical & Mission Essential Information Systems Capability Production Document Risk Assessment Certification of Compliance with the Financial Management Enterprise Architecture Selected Acquisition Report Clinger-Cohen Act (CCA) Compliance Spectrum Certification Competition Analysis Systems Engineering Plan Consideration of Technology Issues System Threat Assessment / CAPSTONE Threat Assessment Contractor Cost Data Report Technology Development Strategy Cooperative Opportunities Technology Readiness Assessment Core Logistics Analysis / Source of Repair Analysis Test Reports Cost Analysis Requirements Document (CARD) Test and Evaluation Master Plan Development, Test & Evaluation Report Training System Plan Exit Criteria Acquisition logistics Plans, Analyses, and Reports Economic Analysis Business, Cost Estimating and Financial Management Documentation Industrial Capabilities Analysis Program Management Plans, Analyses, and Reports Cybersecurity Strategy Ad-hoc Plans, Reports, Briefings, Presentations, and other program documentation Information Support Plan 3.3.5.5 FMS: Systems Engineering 3.3.5.5.1 Contractor shall generate plans to build, modify, verify and test proposed solutions to deficiencies for ISR&T Platforms and Infrastructure. Through the employment of Syste Engineering processes, Contractor shall recommend solutions that may result in hardware/software specification changes. Contractor shall generate modification and implementation N0042125F3003 - FINAL Page 30 of 72 plans considering system cost, schedule and performance. Contractor shall support the verification and validation of proposed solutions. 3.3.5.5.2 Contractor shall translate deficiency solutions to appropriate hardware/software or specification changes to both mission systems and related training systems. Contractor sha create, modify, incorporate, and verify modifications in accordance with an approved plan. Contractor shall identify cost, schedule, and performance impacts when addressing deficien solutions. 3.3.5.5.3 Contractor shall verify and test proposed solutions to the system deficiencies. This process may require the spectrum from laboratory through full operational system testing. Contractor may have to repeat these tests, analyze and fix activities in order to resolve deficiencies or further improve the system solution. Contractor shall incorporate these approved changes into the final production configuration baseline. 3.3.5.5.4 Contractor shall provide systems integration engineering support to include the creation of detailed drawings, drawing reviews, correction/amendment of drawings, review o vehicle modification technical data packages. Contractor shall provide engineering integration support that includes the ability to conduct “hands-on” testing and troubleshooting of installed systems. 3.3.5.5.5 Contractor shall support field installations of USG and commercial modifications. Contractor shall provide electrical and mechanical design support of USG and commercial modifications. Contractor shall support structural and reliability and maintainability analyses. 3.3.5.5.6 To accomplish these tasks, Contractor shall evaluate data, formulate solutions and generate drawings, manuals, procedures, recommendations, and documentation. 3.3.5.6 FMS: Logistics Support 3.3.5.6.1 Contractor shall identify solutions required for ISR&T Platforms and Infrastructure to support life-cycle logistics planning, implementation, and management of comprehens affordable, and effective systems support strategies. Contractor shall provide the solutions required to ensure that support strategies meet goals for operational effectiveness, optimum readiness, and the facilitation of iterative technology enhancements. Contractor shall identify solutions required to justify support strategy. Examples of these initiatives include but ar not limited to: managing performance agreements, integrating support strategies, and employing diagnostics, prognostics, and logistics supply chain management approaches to achiev operational effectiveness, system affordability, and reduced logistics footprint. 3.3.5.6.2 Contractor shall evaluate, formulate, recommend and monitor establishment of product support that includes the logistics support functions necessary to maintain the readine sustainment, and operational capability of system and subsystems. Contractor shall identify solutions required to assist the IPT in the application of Modular Open Systems Approach interoperability, maintainability, and compatibility when generating the support strategies and follow-on logistics planning for sustainment. Contractor shall identify solutions to assist IPT in data management that includes the process of applying policies, systems and procedures for identification and control of data requirements; timely and economical acquisition o such data; assuring the adequacy of data; access, distribution or communication of the data to the point of use; analysis of data use. 3.3.5.6.3 Contractor shall identify solutions to assist the IPT in formulating serialized item management initiatives to identify populations of select items (parts, components, and end items), to mark all items in the population with a universally Unique Item Identifier, and to enable the generation, collection and examination of maintenance data about each specific item. Contractor shall identify solutions to assist the Program Manager in CM that includes: Configuration Identification, Configuration Change Management, Configuration Status Accounting, and Configuration Verification and Audit. Contractor shall identify solutions in establishing a change management process to facilitate the insertion of planned new technology. Contractor shall consider all related impacts to mission systems and related training systems as it pertains to key logistics elements. Contractor shall identify Diminishing Manufacturing Sources and Material Shortages (DMSMS) in the life cycle of a product. Contractor shall provide the research and analysis required to produce recommendations to as the Program Manager in formulation and implementation of a logistics and acquisition strategy. Contractor shall establish and maintain a management system to control the inventory GFP, GFE, and GFI. 3.3.5.7 FMS: Budget, Costing, and Financial Management 3.3.5.7.1 Contractor shall generate documentation used in the PPBE process. Contractor shall provide assistance in preparation, submission and justification of appropriation, manpow and other resource budget and provide resource reports and recommendations. Contractor shall contribute to budget formulation, prepare funding documents, and monitor and report expenditures. Contractor shall assess the ability of current and planned programs to execute within cost and schedule constraints. 3.3.5.7.2 Contractor shall identify issues, risks and changes required to improve program execution. Contractor shall participate in an advisory role, on programmatic, systems engineering, and acquisition logistics planning reviews. Contractor shall provide BCFM inputs to programmatic, systems engineering, and acquisition logistics documentation. 3.4 Personnel 3.4.1 The following defines the minimum education and experience for each professional labor category and further describes functional descriptions for each key labor category. The Contractor shall be responsible for employing personnel as listed in Paragraph 3.2.3.4 with the minimum security clearance indicated. 3.4.2 Key personnel. Key personnel are those who will be performing in Key Labor Categories as specified by applicable labor categories below. All other labor categories, including Full Time Equivalent (FTE) employees (defined as 1,920 hours) and Part time employees (defined as less than 1,920 hours) are considered non-key. Key personnel are subject to the substitution restrictions within NAVAIR Clause CTXT.237-9501 Additional or Substitution of Key Personnel (Services). N0042125F3003 - FINAL Page 31 of 72 Key Labor Category Level Bureau of Labor Statistics (BLS) Standard Occupational Classification (SOC) Code Location Required Security Clearance Number of Key Personnel General and Operations Manager Senior 11-1021 Pax River, MD TS/SCI Management Analyst (Program Analyst) Senior 13-1111 Pax River, MD TS/SCI Information Security Analyst Senior 15-1212 Whidbey Island, WA TS/SCI Information Security Analyst (Cybersecurity) Journeyman 15-1212 Whidbey Island, WA TS/SCI Electrical and Electronic Engineering Technologists and Technicians (Signals) Journeyman 17-3023 Pax River, MD TS/SCI Electrical and Electronic Engineering Technologists and Technicians (Software/EO/IR) Senior 17-3023 Pax River, MD TS/SCI Electrical and Electronic Engineering Technologists and Technicians (High-band) Journeyman 17-3023 Pax River, MD TS/SCI Electrical and Electronic Engineering Technologists and Technicians (Low-band) Journeyman 17-3023 Pax River, MD TS/SCI Electrical and Electronic Engineering Technologists and Technicians (IMINT) Senior 17-3023 Jacksonville, FL TS/SCI Electrical and Electronic Engineering Technologists and Technicians Senior 17-3023 Pax River, MD TS/SCI Electrical and Electronic Engineering Technologists and Technicians Journeyman 17-3023 Pax River, MD TS/SCI Network and Computer Systems Administrators (Software Systems Admin) Senior 15-1244 Pax River, MD TS/SCI Network and Computer Systems Administrators (Software Systems Admin) Journeyman 15-1244 Pax River, MD TS/SCI Network and Computer Systems Administrators Journeyman 15-1244 Pax River, MD TS/SCI Software Developers Senior 15-1252 Pax River, MD TS/SCI Business Operation Specialist Senior 13-1199 Jacksonville, FL TS/SCI 3.4.3 Definitions As used in the minimum personnel qualification descriptions for this task order, the terms indicated shall be defined or their meaning qualified as follows: 3.4.3.1 Academic year - a full or complete year of study at a junior college, college, university, or other academic institution toward which at least 30 semester hours or 45 quarter hours of undergraduate study, or 18 semester hours or 27 quarter hours of postgraduate study, were completed. 3.4.3.2 Accredited institution - a post-secondary educational institution (junior college, college, university, technical trade, or professional school) which was approved by an accrediting agency listed as nationally recognized by the U.S. Department of Education. 3.4.3.3 Accredited program - an educational program or course of study offered by a post-secondary educational institution which was approved by an accrediting agency listed as nationally recognized by the U.S. Department of Education. 3.4.3.4 Degree – all degrees shall be obtained from an accredited college or university as recognized by the U.S. Department of Education. This includes Associate of Arts (AA), Associate of Science (AS), Bachelor of Arts (BA), Bachelor of Science (BS), Master of Arts (MA), Master of Science (MS), and/or Doctorate (PhD) degrees. 3.4.3.5 Postgraduate degree - a Master’s, Ph.D., or other professional degree for which completion of an undergraduate curriculum for receipt of a bachelor’s degree was a prerequisite. 3.4.3.6 Years of experience - shall mean full, productive years of experience performing duties described in the functional description of the labor category. If experience is offered in substitution for a degree requirement this substituted experience shall be required IN ADDITION TO the minimum experience required for that labor category. 3.4.3.7 Productive years - shall mean 52 weeks of work reduced by reasonable amounts of time for holidays, annual and sick leave. If participation was part-time, or if less than one-half of the standard workweek was spent performing qualifying functions, the actual time spent performing duties described in the functional description of the labor category may be accumulated to arrive at full years of experience. 3.4.4 Experience and Education Level Definitions:
N0042125F3003 - FINAL Page 32 of 72 3.4.4.1 Junior - A Junior level person within a labor category has less than 3 years’ experience and a BA/BS degree unless otherwise specified in Section 3.4.5 Minimum Labor Qualifications. A Junior level person is responsible for assisting more senior positions and/or performing functional duties under the oversight of more senior positions. 3.4.4.2 Journeyman - A Journeyman within a labor category has 3 to 10 years of experience and a BA/BS degree unless otherwise specified in Section 3.4.5 Minimum Labor Qualifications. A Journeyman level person typically performs all functional duties independently. 3.4.4.3 Senior - A Senior level person within a labor category has over 10 years of experience and a MA/MS degree unless otherwise specified in Section 3.4.5 Minimum Labor Qualifications. A Senior level person typically works on high-visibility or mission critical aspects of a given program and performs all functional duties independently. ASenior level person may oversee the efforts of less senior staff and/or be responsible for the efforts of all staff assigned to a specific job. 3.4.4.4 Allowable Substitutions – The following substitutions are permitted for this task order (unless otherwise specified under the labor category information below): Degree Requirement Allowable Substitution(s) High School Diploma / GED No allowable substitution. Bachelor’s Degree 1. Associate’s Degree plus two (2) years additional work experience performing duties described in the functional description of the labor category may be substituted for a Bachelor’s Degree. OR 2. High School Diploma plus four (4) years additional work experience performing duties described in the functional description of the labor category may be substituted for a Bachelor’s Degree. Master’s Degree 1. Bachelor’s Degree plus two (2) years additional work experience performing duties described in the functional description of the labor category may be substituted for a Master’s Degree. OR 2. Associate’s Degree plus four (4) years additional work experience performing duties described in the functional description of the labor category may be substituted for a Master’s Degree. OR 3. High School Diploma plus six (6) years additional work experience performing duties described in the functional description of the labor category may be substituted for a Master’s Degree. 3.4.5 Minimum Labor Qualifications (*** Denotes a Key Labor Category) 11-1021 General and Operations Manager (Senior) *** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s degree from an accredited institution (Bachelor’s degree substitution allowed) - Ten (10) years of experience as a Program Manager - Five (5) years of experience in the field of Navy airborne Intelligence, Surveillance & Reconnaissance (ISR) systems - Demonstrated ability to provide guidance, direction and supervision in area of logistics, engineering, operations, contracts and finance for Navy airborne intelligence and surveillanc systems - Knowledge of DoD Program Management, acquisition policies, and Planning, Programming, Budgeting, and Execution (PPBE), to manage cost, schedule, performance and risk. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1111 Management Analyst (Program Analyst) (Senior) *** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. N0042125F3003 - FINAL Page 33 of 72 - Master’s degree from accredited institution (All Substitutions allowed) - Ten (10) years of experience as a Program Analyst - Ten (10) years of experience in areas relating to program assessment that includes validation of program plans, cost analysis, risk modeling and status report analysis, Five (5) of the (10) years must be in the field of Navy airborne Intelligence, Surveillance & Reconnaissance (ISR) systems - Demonstrated knowledge of DoD Program Management, acquisition policies, and Planning, Programming, Budgeting, and Execution (PPBE), to manage cost, schedule, performanc risk. - Demonstrated knowledge of DoD systems engineering requirements, acquisition policies, and DoD RDT&E program policies - Experience in cost and schedule realism analysis to support proposal evaluation - Skill in applying PC based tools for program planning, assessment and sensitivity analysis such as MS Project, Risk Exchange, DOORS or other similar applications - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1111 Management Analyst (Program Analyst) (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree from accredited institution (All Substitutions allowed) - More than three (3) years of experience in areas relating to program assessment that includes validation of program plans, cost analysis, risk modeling and status report analysis - Knowledge of DoD systems engineering requirements, acquisition policies, and DoD RDT&E program policies - Experience in cost and schedule realism analysis to support proposal evaluation - Skill in applying PC based tools for program planning, assessment and sensitivity analysis such as MS Project, Risk Exchange, DOORS or other similar applications - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1111 Management Analyst (Program Analyst) (Junior) - US DoD Secret clearance - High school diploma, or equivalent - Less than three (3) years of experience in areas relating to program assessment that includes validation of program plans, cost analysis, risk modeling and status report analysis - Knowledge of DoD systems engineering requirements, acquisition policies, and DoD RDT&E program policies - Skill in applying PC based tools for program planning, assessment and sensitivity analysis such as MS Project, Risk Exchange, DOORS or other similar applications - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1111 Management Analyst (Configuration Management) (Journeyman) - US DoD Secret clearance - Bachelor’s degree from accredited institution (All Substitutions allowed) - More than three (3) years of experience with NAVAIR configuration management process, NAVAIRINST 4130.1D, NAVAIR Configuration Management Policies and Processes - Experience with NAVAIR 00-25-300, NAVAIR Technical Directives System - Experience with NAVAIR Technical Directives Status Accounting (TDSA) system - Knowledge of DoD systems engineering and DoD acquisition policies - Experience in analyzing and preparing logistics documentation to include configuration management plans 13-1082 Project Management Specialist (Senior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s degree from accredited institution (All Substitutions allowed) - Ten (10) years of experience in areas relating to program assessment that includes validation of program plans, cost analysis, risk modeling and status report analysis. Desired exper with NAVAIR’s Sustainment Cost Estimating and Analysis (SCE&A) processes (previously known as AIR 4.2) - Knowledge of DoD systems engineering requirements, acquisition policies, and DoD RDT&E program policies - Experience in cost and schedule realism analysis to support proposal evaluation, program execution, and interface with other USG agencies N0042125F3003 - FINAL Page 34 of 72 - Experience in Integrated Master Schedule (IMS) development & maintenance, schedule risk assessment utilizing PC based tools for program scheduling such as MS Project, or othe similar applications - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 15-1212 Information Security Analyst (Senior) *** - US DoD TS clearance, SSBI/SSBR/PPR (within 5 years), current eligibility for SCI access. - Master’s degree from accredited institution in related field (All Substitutions allowed) - Ten (10) years of experience supporting Information Assurance and Cybersecurity programs. - Experience in the collaboration, artifact development, and complete delivery of Certification and Accreditation packages from conception to Authority to Operate in accordance with DoDI 8500.1 revision (E) dated 3/14/14, for unclassified and collateral systems and Office of the Director of National Intelligence- Intelligence Community Directive (ICD) 503 for TS/SCI systems. - Experience in IT security to include preparation of System Security Plans (SSP) Cybersecurity and security scanning of classified systems. - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements. - Required to have completed either Security Plus, Network Plus or be a certified CISSP. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio and others 15-1212 Information Security Analyst (Journeyman) - US DoD TS clearance, SSBI/SSBR/PPR (within 5 years), current eligibility for SCI access. - Bachelor’s degree from accredited institution (All Substitutions allowed) - More than three (3) years of experience supporting Information Assurance and Cybersecurity programs. - Experience in the collaboration, artifact development, and complete delivery of Certification and Accreditation packages from conception to Authority to Operate in accordance with DoDI 8500.1 revision (E) dated 3/14/14, for unclassified and collateral systems and Office of the Director of National Intelligence- Intelligence Community Directive (ICD) 503 for TS/SCI systems. - Experience in IT security to include preparation of System Security Plans (SSP) Cybersecurity and security scanning of classified systems. - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements. - Required to have completed either Security Plus, Network Plus or be a certified CISSP. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio and others 15-1212 Information Security Analyst (Cyber-Security) (Journeyman) *** - US DoD TS clearance, SSBI/SSBR/PPR (within 5 years), current eligibility for SCI access. - Bachelor’s degree from accredited institution in related field (All Substitutions allowed) - More than three (3) years of experience supporting Information Assurance and Cybersecurity programs. - Experienced in the collaboration and coordination for deploying operational Navy Information Technology (IT) to OCONUS sites. - Experienced in the design, development and implementation of cyber security policies in a military operational environment. - Proficient in site survey evaluation for implementation of Navy Information Technology connectivity to SIPRNET, ONENET, and Intelligence Community Networks. - Proficient in the Intelligence Community Certification and Accreditation process and databases. - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements. - Experience in the collaboration, artifact development, and complete delivery of Certification and Accreditation packages from conception to Authority to Operate in accordance with DoDI 8500.1 revision (E) dated 3/14/14, for unclassified and collateral systems and Office of the Director of National Intelligence- Intelligence Community Directive (ICD) 503 for TS/SCI systems. - Experience in IT security to include preparation of System Security Plans (SSP) Cybersecurity and security scanning of classified systems. - Required to have completed either Security Plus, Network Plus or be a certified CISSP. - Proficient in the following current software packages: Microsoft Word, Microsoft N0042125F3003 - FINAL Page 35 of 72 Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio and others 13-1081 Logistician (Senior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of work experience with airborne ISR systems logistics support - Knowledge of DoD systems engineering, DoD acquisition policies, and supply chain management. Desired experience with Interim Support for Life - Experience in analyzing and preparing logistics documentation and plans including Level of Repair Analysis (LORA), Logistics Requirements Funding Summary (LRFS), Logistics Support Analysis (LSA), maintenance planning, logistics contract data requirements, the Engineering Change Proposal (ECP) process, and the Logistics ECP process - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1081 Logistician (Junior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree from accredited institution (All substitutions allowed) - Less than three (3) years of experience with Naval aviation logistics support or relevant military operational experience - Knowledge of DoD systems engineering, DoD acquisition policies, and supply chain management. Desired experience with Interim Support for Life - Experience in analyzing and preparing logistics documentation and plans including Level of Repair Analysis (LORA), Logistics Requirements Funding Summary (LRFS), Logistics Support Analysis (LSA), maintenance planning, logistics contract data requirements, the Engineering Change Proposal (ECP) process, and the Logistics ECP process - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1081 Logistician (Provisioning) (Senior) - US DoD Secret clearance, SSBI eligible - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of experience with Navy aircraft logistics support - Knowledge of DoD logistics requirements, DoD acquisition policies, and materiel management. Desired experience with Interim Support for Life - Demonstrated experience with SLICWave software, conducting provisioning conference and the development of maintenance plans, provisioning lists, Illustrated Parts Breakdown (IPB), LSA development and management of spares - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1081 Logistician (Provisioning) (Journeyman) - US DoD Secret clearance - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of experience with Navy aircraft logistics support - Knowledge of DoD logistics requirements, DoD acquisition policies, and materiel management. Desired experience with Interim Support for Life - Demonstrated experience with LSA development and management of spares - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (Signal) (Journeyman)*** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s Degree in Electrical Engineering, Computer Science or Physics from an accredited institution. No education substitutions allowed. - More than three (3) years of experience in Signals analysis systems - Experience in Navy ISR systems engineering and operational integration of systems. Desired Specific experience with Story Finder, Banshee I & II, Wind Jammer, Blue Stream, DR (series), AN/ALR-81, CMX, OE-319, OE-320, D1509, Antenna Pedestal Controllers, Merlin V1 & 2, and Wideband Recording - Knowledge of Signal analysis systems hardware and software design and integration, digital and analog communication technology, distributed processing LAN networking and we system and Measurement and Signature Intelligence (MASINT) integration, desired specific experience in VPX backplane, High Data Movement, Time Stamping requirements for
N0042125F3003 - FINAL Page 36 of 72 TDOA/FDOA, Fat Pipe limitations, RF and Chassis design - Experience in deployment of rapid response capabilities to address new signals of interest. This includes but is not limited to maintaining Government Points of Contact at US Arm Air Force, and other US Navy activities. - Knowledge of weapons system and platform (airborne) Systems Engineering and Integration; to include airworthiness certification, MIL-STD-810, MIL-STD-704, MIL-STD-1472, MIL-STD-461, MIL-STD-464, MIL-STD-882, RFD design, Network architectur and Cyber-Security - Knowledge of DoD systems engineering requirements, DoD acquisition policies, PPBE system, TEMP development, design interface requirements, specification development, and RDT&E, APN, and O&MN funding policies - Experience in planning, management, budgeting, coordinating technical and contract reporting requirements - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (Software – EO/IR) *** (Senior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s Degree in Computer Science or related field from an accredited institution (Bachelor’s degree substitution allowed) - Ten (10) years of experience - Knowledge of EO/IR systems hardware and software design and integration, digital and analog communications technology, distributed processing, networking and weapon systems MASINT integration. Highly desirable ability to program INS, EO/IR turrets, MIL STD 1553, architect new integration efforts (example: re-host EO/IR system onto onboard missi computer) - Experience as a IP Communications/Network integrator, experience in a DoD Enterprise Communications/Network Engineering and Life Cycle Engineering and Maintenance environment highly desired - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio, and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (Low-band Subject Matter/Technical Expert) *** (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree in related field from accredited institution (All substitutions allowed) - More than three (3) years of experience supporting Low-band systems - Experience in maintaining Low-band SDF. - Experience with MCS-21 systems highly desired. - Ability to provide training for fielded systems - Technical experience with operational aircraft, highly desirable skills in mission reconstruction and associated update of Low-band SDFs within the TCPED and signal validation pr - Demonstrated maintenance experience with Navy airborne ISR systems, ability to install, test & troubleshoot special mission systems - Knowledge and capability in planning, coordinating technical reporting requirements. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others. 17-3023 Electrical and Electronic Engineering Technologists and Technicians (IMINT Subject Matter/Technical Expert) *** (Senior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s degree in Optical Engineering with Electrical Engineering or related field from accredited institution (Bachelor’s degree substitution allowed) - Ten (10) years of experience in IMINT sensors and TCPED - Experience in IMINT sensors, laser, and TCPED requirements, design, test procedures, trade studies, standards, analysis. Highly desirable experience in image analysis, modeling o EO/IR systems for market surveys, performance trades and experience connecting to NGA TCPED - Knowledge of IMINT systems hardware and software design and integration, digital and analog communication technology, distributed processing LAN networking. Highly desirab skills include NGA TCPED solutions, NGA verification tools, and experience in establishing an EO/IR aircraft design - Knowledge of targeting requirements using SAR and EO/IR sensors. Highly desired understanding of certification - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements N0042125F3003 - FINAL Page 37 of 72 - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (IMINT Subject Matter/Technical Expert) (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree in Optical Engineering with Electrical Engineering or related field from accredited institution (No substitutions allowed) - More than three (3) years of experience in IMINT sensors and TCPED - Experience in IMINT sensors, laser, and TCPED requirements, design, test procedures, trade studies, standards, analysis. Highly desirable experience in image analysis, modeling o EO/IR systems for market surveys, performance trades and experience connecting to NGA TCPED - Knowledge of IMINT systems hardware and software design and integration, digital and analog communication technology, distributed processing LAN networking. Highly desirab skills include NGA TCPED solutions, NGA verification tools, and experience in establishing an EO/IR aircraft design - Knowledge of targeting requirements using SAR and EO/IR sensors. Highly desired understanding of certification - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, Microsoft Visio and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (High-band Subject Matter/Technical Expert) *** (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of experience supporting High-band systems - Experience in maintaining High-band Libraries. Highly desirable experience with Story Finder and or GCP systems. - Ability to train fielded systems - Technical experience with operational aircraft, highly desirable skills in mission reconstruction and associated update of High-band libraries in field. - Demonstrated maintenance experience with Navy airborne ISR systems, ability to install, test & troubleshoot special mission systems - Knowledge and capability in planning, coordinating technical reporting requirements. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (Senior)*** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s degree in Aeronautical Engineering, Mechanical Engineering, Electrical Engineering, Physics, Electronics Technology or equivalent schools and training (All substitutions allowed) - Ten (10) years of current technical experience with aircraft, weapons, and operations. Appropriate educational background may be substituted for this experience - Maintenance experience with Navy airborne ISR systems, ability to install, test & troubleshoot special mission systems - Knowledge of DoD systems engineering requirements, PPBS system, TEMP development, design interface requirements, specification development, and DoD and Navy RDT&E program policies - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements - Proficient in the following current software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-3023 Electrical and Electronic Engineering Technologists and Technicians (Journeyman)*** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of current technical experience with aircraft, weapons, and operations. N0042125F3003 - FINAL Page 38 of 72 Appropriate educational background may be substituted for this experience - Maintenance experience with Navy airborne ISR systems, ability to install, test & troubleshoot special mission systems - Knowledge of DoD systems engineering requirements, PPBS system, TEMP development, design interface requirements, and specification development - Proficient in the following current software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 15-1244 Network and Computer Systems Administrator (Software Sys Admin) (Senior)*** - US DoD TS Clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required access and maintain CI Poly - Security + CE Certification is required within 6 months and must be maintained - Master’s Degree in Computer Science or related field from an accredited institution (All substitutions allowed) - Ten (10) years of experience as Network Engineer in a tactical environment - Highly desired experience includes MIL SATCOM, Commercial SATCOM, High-band, Low-band, FISINT, WAN, Ethernet Cabling, Fiber Optic Cabling, Mil STD 1553B interface INS and GPS interfaces, ability to troubleshoot across multiple subsystems, integration and test. - Experience with Cisco IOS, Ruckus ICX, VMware ESXI, Cisco UCS - Experience with MIL SATCOM & Commercial SATCOM service providers with airborne equipment. Highly desired experience includes working with EDM satcom terminals and ARSTRAT certification and testing process - Experience with cryptographic equipment setup - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 15-1244 Network and Computer Systems Administrator (Software Sys Admin) (Journeyman) *** - US DoD TS Clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required access and maintain CI Poly - Security + CE Certification is required within 6 months and must be maintained - Bachelor’s Degree in Computer Science or related field from an accredited institution (All substitutions allowed) - More than three (3) years of experience as Network Engineer in a tactical environment - Highly desired experience includes MIL SATCOM, Commercial SATCOM, High-band, Low-band, FISINT, WAN, Ethernet Cabling, Fiber Optic Cabling, Mil STD 1553B interface INS and GPS interfaces, ability to troubleshoot across multiple subsystems, integration and test. - Experience with Cisco IOS, Ruckus ICX, VMware ESXI, Cisco UCS - Experience with MIL SATCOM & Commercial SATCOM service providers with airborne equipment. Highly desired experience includes working with EDM satcom terminals and ARSTRAT certification and testing process - Experience with cryptographic equipment setup - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 15-1244 Network and Computer Systems Administrator (Journeyman) *** - US DoD TS Clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required access and maintain CI Poly - Security + CE Certification is required within 6 months and must be maintained - Bachelor’s Degree in Computer Science or related field from an accredited institution (All substitutions allowed) - More than three (3) years of experience in tactical networking; highly desired experience includes MIL SATCOM, Commercial SATCOM, High-band, Low-band, FISINT, WAN, Ethernet Cabling, Fiber Optic Cabling, Mil STD 1553B interfaces, INS and GPS interfaces, ability to troubleshoot across multiple subsystems, integration and test - Experience with Cisco IOS, Ruckus ICX, VMware ESXI, Cisco UCS - Experience with MIL SATCOM & Commercial SATCOM service providers with airborne equipment; highly desired experience includes working with EDM satcom terminals and ARSTRAT certification and testing process - More than three (3) years of experience with Cyber Security teams, RMF processes, Information Assurance compliance - Experience in Linux/Windows Systems Administration - Experience with cryptographic equipment setup - Experience as MID-LEVEL Network Engineer / Sys Admin N0042125F3003 - FINAL Page 39 of 72 - Experience with Signal systems design, integration and networking - Proficient in the following software packages: Microsoft Visio, Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-2051 Financial Analyst (Senior) - US DoD Secret clearance - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of work experience in supporting the Department of Defense budget process - Knowledge of DoD acquisition policies and all appropriation funding policies - Demonstrated knowledge of DoD ERP financial tracking systems and the Common Spend Plan Tool. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-2051 Financial Analyst (Journeyman) - US DoD Secret clearance - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of work experience in supporting the Department of Defense budget process - Knowledge of DoD acquisition policies and RDT&E, APN, and O&MN funding policies - Demonstrated knowledge of DoD ERP financial tracking systems and the Common Spend Plan Tool. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-2071 Electrical Engineer (Senior) - US DoD TS clearance, SSBI/SSBI PR (within 5 years), with the ability to obtain SCI required accesses. - Master’s Degree in Electrical Engineering, Computer Science or Physics from an accredited institution, (Only Bachelor's degree substitution allowed) - Ten (10) years of current experience in aerospace ISR systems engineering, test and evaluation, operational integration or tactical employment - Knowledge of ISR systems hardware and software design and integration, digital and analog communications technology, distributed processing, classified networks and weapons s and MASI integration - Knowledge of weapons system and platform (airborne) systems engineering and integration interface, to include flight certification, RFD, and bus architecture constraints and requirements - Knowledge of DoD systems engineering requirements across the life cycle of the system, acquisition policies, PPBES system, TEMP development, design interface requirements, specification development, and DoD RDT&E, APN, and O&MN funding policies - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 17-2071 Electrical Engineer (Journeyman) - US DoD TS clearance, SSBI/SSBI PR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s Degree in Electrical Engineering, Computer Science or Physics from an accredited institution (No substitutions allowed) - More than three (3) years of current experience in aerospace ISR systems engineering, test and evaluation, operational integration or tactical employment - Knowledge ISR systems hardware and software design and integration, digital and analog communications technology, distributed processing, classified networks and weapons syst and MASINT integration - Knowledge of weapons system and platform (airborne) systems engineering and integration interface, to include flight certification, RFD, and bus architecture constraints and requirements - Knowledge of DoD systems engineering requirements across the life cycle of the system, acquisition policies, PPBES system, TEMP development, design interface requirements, specification development, and DoD RDT&E, APN, and O&MN funding policies - Knowledge and capability in planning, management, budgeting, coordinating technical and contract reporting requirements
N0042125F3003 - FINAL Page 40 of 72 - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 25-4022 Media Collections Specialist (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of experience in archives, technical data management, publications management and cataloging - Experience maintaining the currency and accuracy of the technical library - Experience in technical documentation inventory - Skill to coordinate with engineers and logistics managers to assess the requirements for archiving of technical data - Proficient in the following software packages: Microsoft SharePoint, Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project , Microsoft Ac The ability to work in Adobe Software products and knowledge of Technical Publications Revision Process and Desktop Publishing is desired 11-3013 Facilities Managers (Government Facility) (Senior) - US DoD Secret clearance - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of work experience in collateral security administration. - Experience in physical security, information security, COMSEC, Security, Education, Training and Awareness (SETA), document control, access request and visit certifications. - Desired experience in facilities management. - Completed DSS and DIA required training. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others. 15-1252 Software Developer (Senior) *** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Master’s Degree in Computer Science or related field from an accredited institution (Bachelor’s degree substitution allowed) - Ten (10) years of experience in coding High-band system software. Highly desired experience includes coding Story Finder, Cobra based systems, Mil STD 1553B interfaces, INS GPS interfaces, ability to synchronize multiple subsystems, integration and test. - Experience in C++ - Experience in coding High-band system deinterleavers - Knowledge of Signal analysis systems hardware and software design and integration, digital and analog communications technology, distributed processing, networking and weapon systems and MASINT integration - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 15-1252 Software Developer (Journeyman) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), with the ability to obtain SCI required accesses. - Bachelor’s Degree in Computer Science or related field from an accredited institution (All substitutions allowed) - More than three (3) years of experience coding system software. Highly desired experience coding integrated signal analysis systems, Mil STD 1553B interfaces, INS and GPS interfaces - Experience in synchronizing multiple subsystems, integration and test - Experience in a minimum of one of the following computer programming languages: C, C++, C#, Objective C, Python, PHP, Java, Java Script, and SQL - Knowledge of Signal analysis systems hardware and software design and integration, digital and analog communications technology, distributed processing, networking and weapon systems and integration - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1199 Business Operations Specialists (Special Security Officer) (Senior) - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), current eligibility for SCI access. N0042125F3003 - FINAL Page 41 of 72 - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of work experience in collateral security administration, special security for SCI programs, and program security officer experience for SAR/SAP programs. - Experience in physical security, information security, personnel security, industrial security, OPSEC, COMSEC, Security, Education, Training and Awareness (SETA), document con access request and visit certifications. - Experience directing security measures necessary for implementing applicable requirements of the NISPOM and related Federal requirements for classified information. - Proficient in the use of JPAS or DISS. - Completed DSS and DIA required training. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1199 Business Operations Specialists (Senior) *** - US DoD TS clearance, SSBI/SBPR/PPR (within 5 years), current eligibility for SCI access. - Master’s degree from accredited institution (All substitutions allowed) - Ten (10) years of work experience in collateral security administration, special security for SCI programs, and program security officer experience for SAR/SAP programs. - Experience in physical security, information security, personnel security, industrial security, OPSEC, COMSEC, Security, Education, Training and Awareness (SETA), document con access request and visit certifications. - Desired experience in facilities management. - Proficient in the use of JPAS or DISS. - Completed DSS and DIA required training. - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1199 Business Operations Specialists (Journeyman) - US DoD Secret clearance - Bachelor’s degree from accredited institution (All substitutions allowed) - More than three (3) years of related work experience - Ability to coordinate communications to and between various government and industry administrative support offices - Ability to facilitate the establishment of meeting agenda, travel itineraries, visit requests, area clearances, transmittal of security clearances and other similar team support functions - Proficient in Defense Travel System (DTS), BASICS II, JPAS or DISS and familiar with the DoD EMALL system - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others 13-1199 Business Operations Specialists (Junior) - US DoD Secret clearance - High school diploma, or equivalent - Less than three (3) years of related work experience - Ability to coordinate communications to and between various government and industry administrative support offices - Ability to facilitate the establishment of meeting agenda, travel itineraries, visit requests, area clearances, transmittal of security clearances and other similar team support functions - Knowledge of Defense Travel System (DTS), BASICS II, JPAS or DISS and familiar with the DoD EMALL system - Proficient in the following software packages: Microsoft Word, Microsoft Excel, Microsoft Outlook, Microsoft PowerPoint, Microsoft Project, and others CTXT.242-9520 PROCEDURES AND APPROVALS REQUIRED PRIOR TO INCURRING DIRECT MATERIAL COSTS (APR 2022) (a) General. (1) These procedures apply to CLINs 7000-7404. N0042125F3003 - FINAL Page 42 of 72 (2) Any material procured as a direct cost under this contract by the Contractor is subject to the requirements of the Federal Acquisition Regulation (FAR), the Defense Federal Acquisition Regulation Supplement (DFARS), the Navy Marine Corps Acquisition Regulation Supplement (NMCARS), and any other Department of Defense or Department of the Navy policies and procedures. (3) Performance of this contract may require the contractor to procure material. If material incidental to performance of this service contract is required and will be a direct cost consistent with the contractor’s disclosure statement, the Contractor shall follow the procedures outlined herein before making a purchase. No material item with a unit cost greater than the Simplified Acquisition Threshold (SAT) (FAR 2.101) may be procured under this contract. No single procurement with a total value, i.e., the total sum of all items, greater than the Truthful Cost or Pricing Data Actthreshold (FAR 15.403-4(a)(1)) may be procured under this contract. Procurements shall not be split to circumvent these thresholds or the approval thresholds set forth in paragraph (b) below. Procurement of material that is not incidental to and necessary for contract performance, or approved in accordance with these procedures, may be determined to be an unallowable cost pursuant to FAR Part 31 and DFARS Part 231. (b) Procedures. All material procurements to be directly charged to CLIN(s) 7000-7404 of this contract are subject to the following review and/or approval procedures: (1) Approval Authorities. Notification Only (No Approval Required) Contracting Officer Representative (COR) Approval COR and Contracting Officer Approval Items listed in para. (c), excluding sole source procurements and software licenses, with a total cost of less than or equal to the micro-purchase threshold (FAR 2.101) Items listed in para. (c), excluding sole source procurements and software licenses, with a total cost greater than the micro- purchase threshold (FAR 2.101) but less than or equal to the SAT (FAR 2.101)”. Items listed in para. (c) with a total cost greater than the SAT (FAR 2.101). Items listed in para. (c) procured on a sole source basis (regardless of dollar value) Software licenses (regardless of dollar value) Any item not listed in para. (c) (regardless of dollar value) (2) Contractor Requests and Notifications. For all material procurements subject to these procedures, the Contractor shall submit a material procurement request (or notification, for procurements that do not require approval) that includes the following: 1) a list of the material items to be procured, 2) an explanation of the need for the material, 3) a listing of quotes received, 4) the reason for the selected source, and 5) the determination of price reasonableness. If the procurement is sole source to a particular supplier, the request shall also include the rationale for limiting the procurement to that supplier. When approval is required per paragraph (b)(1), the Contractor shall not proceed with the procurement until receiving approval. All requests requiring approval shall be submitted to the COR for disposition. For requests within the COR approval threshold, the COR will provide written approval or disapproval to the Contractor. For requests within the Contracting Officer’s approval threshold, the COR will forward the request with a recommendation of approval or disapproval to the Contracting Officer. The Contracting Officer will provide written approval or disapproval to the COR and the Contractor. When approval is not required, the Contractor shall provide an email notification to the COR containing the required content prior to procuring the material. (3) Urgent Requirements. For direct material procurements that require COR approval only, urgent requests may be verbally requested and verbally approved. A request is considered urgent when it is necessary for the Contractor to procure material to immediately respond to a requirement. If the COR concurs with the urgent nature of the request, verbal approval of the request will be provided to the Contractor. All urgent requests verbally approved by the COR shall be followed up with a Contractor email request to the COR within one business day of the verbal approval, containing the minimum content set forth in paragraph (b)(2) above and referencing the date of the verbal approval by the COR. The COR shall thereafter respond via email to provide written confirmation of the verbal approval. (c) List of Applicable Materials: Test consumables (e.g. dummy parts for destructive testing, batteries, cell phones, SIM cards, machined items and prototypes, circuit boards, control boards, electronic devices, shipping materials), 3D printing material. Hardware/Aircraft Grade Hardware (e.g. connectors, batteries, switches, UPS, backup batteries, cables, adapters, dongles, power supplies, fiber optic materials, amplifiers, wire assemblies, racks, transformers, circuit breakers, small aircraft wiring harnesses, nuts, bolts, screws) Antennas Technical manuals Lab tools Computers and peripherals for non-NMCI assets Software and software licenses (e.g. software required to prototype materials in support of this contract, Microsoft for non-NMCI assets, CAD software, 3D printing software) Radios, communication equipment and software VOIP and gateway hardware and software Telephones, cell phones, and peripherals, hotspots, and associated airtime costs, VTC services PCBs, board accessories/assemblies N0042125F3003 - FINAL Page 43 of 72 Analysis and test equipment and tools Incidental material, maintenance & repairs to prototyping equipment (non-NMCI assets, 3D printers) and logistics costs (shipping/packaging) CTXT.204-9502 REQUIREMENTS FOR LOCAL SECURITY SYSTEM (NAVAIR) (OCT 2005) The contractor agrees to provide locator information regarding all employees requiring a permanent badge for authorized entrance to the NAS Patuxent River. Entrance is authorized by this contract as a result of tasks associated with performance of the Section C – Performance Work Statement only. Initial information shall be provided as each individual is assigned to this contract by using the Locator Form provided as an attachment to this contract. Thereafter, quarterly reports (due at the beginning of each quarter by the fifth day of the month) will be provided with gains/losses (identification of new and replaced or added individuals) and any changes to current personnel (such as telephone number, building number and room number). A point of contact is to be named on each quarterly report for any questions/additional information needed by the Government recipient. The quarterly reports are to be addressed to PMA290 COR, Naval Air Systems Command, 22347 Cedar Point Road, B2185, Patuxent River, MD 20670. All losses are to have the permanent badges returned to Security, Building 2272, Room 074, 47123 Buse Road, Patuxent River, MD 20670 on the last day of the individual’s task requirement. CTXT.204-9505 SYSTEM AUTHORIZATION ACCESS REQUEST NAVY (SAAR-N) REQUIREMENTS FOR INFORMATION TECHNOLOGY (IT) (NAVAIR)(NOV 2017) (a) Contractor personnel assigned to perform work under this contract may require access to Navy Information Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants (PEDs/PDAs), NMCI, RDT&E networks, websites such as MyNAVAIR, and Navy Web servers requiring Common Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and temporary employees) requiring access to Navy IT resources (including those personnel who previously signed SAAR DD Form 2875) shall submit a completed System Authorization Access Request Navy (SAAR-N), OPNAV 5239/14 (Jul 2008) form or latest version thereof, and have initiated the requisite background investigation (or provide proof of a current background investigation) prior to accessing any Navy IT resources. The form and instructions for processing the SAAR-N form are available at: Instruction Note: SAAR-N forms are required to be downloaded and then completed. The "E-MAIL SUBMIT" button on the SAAR-N form is not to be used. (b) SAAR-N forms will be submitted to the Government Sponsor or Technical Point of Contact (TPOC) via the contractor's Facility Security Officer (FSO). The designated SAAR-N Government Sponsor or TPOC for contractor employees requiring IT access, the COR identified in NAVAIR Standard Contract Language GTXT.201-9501 shall be responsible for signing and processing the SAAR-N forms. For those contractors that do not have a FSO, SAAR-N forms shall be submitted directly to the designated SAAR-N Government Sponsor or TPOC. Copies of the approved SAAR-N forms may be obtained through the designated SAAR-N Government Sponsor or TPOC. Requests for access should be routed through the mailbox. (c) In order to maintain access to Navy IT resources, the contractor shall ensure completion of initial and annual IA training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If requested, the contractor shall provide to the designated SAAR-N Government Sponsor or TPOC documentation sufficient to prove that it is monitoring/tracking the SAAR-N requirements for its employees who are accessing Navy IT resources. For those contractor personnel not in compliance with the requirements of this clause, access to Navy IT resources will be denied/revoked. (d) The SAAR-N form remains valid throughout contractual performance, inclusive of performance extensions and option exercises where the contract number does not change. Contractor personnel are required to submit a new SAAR-N form only when they begin work on a new or different contract. CTXT.211-9510 CONTRACTOR EMPLOYEES (NAVAIR)(MAY 2011) (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government-sponsored event, or an event outside normal work spaces in support of the contract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal written and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor their company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee; and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the name of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer. (c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. CTXT.232-9509 TRAVEL APPROVAL AND REIMBURSEMENT PROCEDURES (NAVAIR) (OCT 2013)
N0042125F3003 - FINAL Page 44 of 72 (a) General. Performance under this contract may require travel by Contractor personnel. If travel, domestic or overseas, is required, the Contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances. (b) Travel Approval Process. Prior approval is required for all travel under this contract. Travel shall be reviewed and approved/disapproved as follows: (1) The Contractor shall provide the Contracting Officer's Representative (COR) a written request for authorization to travel at least 30 days in advance of the required travel date, when possible. The request should include: purpose of travel, location, travel dates, number of individuals traveling, and all estimated costs associated with the travel (e.g., lodging, meals, transportation costs, incidental expenses, etc.). (2) The COR will review the travel request and provide, in writing, an approval or disapproval of the travel request to the Contractor and the Procuring Contracting Officer. (c) Travel Policy. (1) Travel arrangements shall be planned in accordance with the Federal Travel regulations, prescribed by the General Services Administration for travel in the conterminous 48 United States, (hereinafter the FTR) and the Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense (hereinafter the JTR). (2) The Government will reimburse the Contractor for allowable travel costs incurred by the Contractor in performance of the contract in accordance with FAR Subpart 31.2. (3) For purposes of reimbursement of travel expenses, the Contractor's official station is defined as within 50 miles of the Contractor's regular work site. (If Contractor has more than one regular work site, the official station is defined as within 50 miles of each of its regular work sites.) (4) The Contractors documentation for the reimbursement of travel costs (e.g., receipts) shall be governed as set forth in FAR Subpart 31.2, the FTR, and the JTR. (5) Car Rental for a team on temporary duty (TDY) at one site will be allowed provided that only one car is rented for every four (4) members of the TDY team. In the event that less than four (4) person comprise the TDY team, car rental will be allowed if necessary to complete the mission required. (6) Whenever work assignments require TDY aboard a Government ship, the Contractor will be reimbursed at the per diem identified in the JTR. CTXT.237-9501 ADDITION OR SUBSTITUTION OF KEY PERSONNEL (SERVICES) (NAVAIR)(OCT 2005) a. A requirement of this contract is to maintain stability of personnel proposed in order to provide quality services. The contractor agrees to assign only those key personnel whose resumes were submitted and approved, and who are necessary to fulfill the requirements of the effort. The contractor agrees to assign to any effort requiring non-key personnel only personnel who meet or exceed the applicable labor category descriptions. No substitution or addition of personnel shall be made except in accordance with this clause. b. If personnel for whatever reason become unavailable for work under the contract for a continuous period exceeding thirty (30) working days, or are expected to devote substantially less effort to the work than indicated in the proposal, the contractor shall propose a substitution to such personnel, in accordance with paragraph (d) below. c. The contractor agrees that for the life of the contract, no key personnel substitutions or additions will be made unless necessitated by compelling reasons including, but not limited to: an individual’s illness, death, termination of employment, declining an offer of employment (for those individuals proposed as contingent hires), or family friendly leave. In such an event, the contractor must promptly provide the information required by paragraph (d) below to the Contracting Officer for approval prior to the substitution or addition of key personnel. d. All proposed substitutions shall be submitted, in writing, to the Contracting Officer at least fifteen (15) days (thirty (30) days if a security clearance must be obtained) prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, information regarding the full financial impact of the change, and any other information required by the Contracting Officer to approve or disapprove the proposed substitution. All proposed substitutes (no matter when they are proposed during the performance period) shall have qualifications that are equal to or higher than the qualifications of the person being replaced. e. In the event a requirement to increase the specified level of effort for a designated labor category, but not the overall level of effort of the contract occurs, the offeror shall submit to the Contracting Officer a written request for approval to add personnel to the designated labor category. The information required is the same as that required in paragraph (d) above. The additional personnel shall have qualifications greater than or equal to at least one (1) of the individuals proposed for the designated labor category. f. The Contracting Officer shall evaluate requests for substitution and addition of personnel and promptly notify the offeror, in writing, of whether the request is approved or disapproved. g. If the Contracting Officer determines that suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable to perform under the contract is not reasonably forthcoming or that the resultant reduction of productive effort would impair the successful completion of the contract or the task order, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. Alternatively, at the Contracting Officer’s discretion, if the Contracting Officer finds the contractor to be at fault for the condition, he may equitably adjust (downward) the contract price or fixed fee to compensate the Government for any delay, loss or damage as a result of the contractor’s action. h. Noncompliance with the provisions of this clause will be considered a material breach of the terms and conditions of the contract for which the Government may seek any and all appropriate remedies including Termination for Default pursuant to FAR Clause 52.249-6, Alt IV, "Termination (Cost-Reimbursement)". N0042125F3003 - FINAL Page 45 of 72 Section D - Packaging and Marking Items 6000-6504: Packing and marking are not applicable to these items. Items 7000-7504: Packing and marking shall be in accordance with best commercial practices. Items 8000-8501: The data to be furnished hereunder shall be in accordance with Exhibit A, Contract Data Requirement List (CDRLs), packaged and marked in accordance with Clause 5252.247-9507 PACKAGING AND MARKING OF REPORTS (NAVAIR)(OCT 2005). Note: All Clauses of Section D of the Seaport-NxGen basic contract apply to this task order, unless otherwise specified in the task order, in addition to the following: CLAUSES INCORPORATED BY FULL TEXT DTXT.247-9507 PACKAGING AND MARKING OF REPORTS (NAVAIR) (OCT 2021) (a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any, shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, 32 CFR Part 117. (b) The contractor shall prominently display on the cover of each report the following information: (1) Name and business address of contractor. (2) Contract Number/Delivery/Task order number. (3) Contract/Delivery/Task order dollar amount. (4) Whether the contract was competitively or non-competitively awarded. (5) Name of sponsoring individual. (6) Name and address of requiring activity. N0042125F3003 - FINAL Page 46 of 72 DTXT.247-9508 PROHIBITION AND LIMITATIONS FOR PACKAGING MATERIALS (NAVAIR) (AUG 2019) The use of loose fill materials, asbestos, excelsior, newspaper and shredded paper (all types) are prohibited. In addition, all Wood Packaging Materials (WPM) shall be heat treated or chemically treated in accordance with the requirements of the International Standards for Phytosanitary Measures (ISPM) 15:2009, "Regulation of Wood Packaging Material in International Trade." DTXT.247-9514 TECHNICAL DATA PACKING INSTRUCTIONS (NAVAIR) (SEP 1999) Technical Data and Information shall be packed and packaged for domestic shipment in accordance with best commercial practices. The package or envelope should be clearly marked with any special markings specified in this contract (or delivery/task order), e.g., Contract Number, CLIN, Device No., and document title must be on the outside of the package. Classified reports, data and documentation, if applicable, shall be prepared for shipment in accordance with Defense Industrial Manual for Safeguarding Classified Information, DoD 5520.22M. N0042125F3003 - FINAL Page 47 of 72 Section E - Inspection and Acceptance Contractor performance will be inspected in accordance with the metrics provided in the Quality Assurance Surveillance Plan (QASP),located in Section J, Attachment 2 Labor CLINs 6000-6504: The services to be furnished hereunder shall be inspected and accepted in accordance with (IAW) the NAVAIR clause ETXT.246-9512. ODC CLINs 7000-7504: will be inspected and accepted in accordance with NAVAIR Clause ETXT.246-9512. Data CLINs 8000, 8100, 8200, 8300, 8400, 8500: The data to be furnished hereunder shall be inspected and accepted IAW the NAVAIR Clause ETXT.246-9514 and Exhibit A. CAP CLINs 8001, 8101, 8201, 8301, 8401, 8501: The items to be furnished hereunder shall be inspected and accepted IAW the NAVAIR Clause ETXT.246-9512. Note: All provisions and clauses of Section E of the Seaport-NxGen Multiple Award Contract apply to this task order, unless otherwise specified in the task order, in addition to the following clauses: INSPECTION AND ACCEPTANCE TERMS Supplies/Services will be inspected/accepted at: CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY 6000 Destination Government Destination Government 6001 Destination Government Destination Government 6002 Destination Government Destination Government 6003 Destination Government Destination Government 6004 Destination Government Destination Government 6100 Destination Government Destination Government 6101 Destination Government Destination Government 6102 Destination Government Destination Government 6103 Destination Government Destination Government 6104 Destination Government Destination Government 6200 Destination Government Destination Government 6201 Destination Government Destination Government 6202 Destination Government Destination Government 6203 Destination Government Destination Government 6204 Destination Government Destination Government 6300 Destination Government Destination Government
N0042125F3003 - FINAL Page 48 of 72 6301 Destination Government Destination Government 6302 Destination Government Destination Government 6303 Destination Government Destination Government 6304 Destination Government Destination Government 6400 Destination Government Destination Government 6401 Destination Government Destination Government 6402 Destination Government Destination Government 6403 Destination Government Destination Government 6404 Destination Government Destination Government 7000 Destination Government Destination Government 7001 Destination Government Destination Government 7002 Destination Government Destination Government 7003 Destination Government Destination Government 7004 Destination Government Destination Government 7100 Destination Government Destination Government 7101 Destination Government Destination Government 7102 Destination Government Destination Government 7103 Destination Government Destination Government 7104 Destination Government Destination Government 7200 Destination Government Destination Government 7201 Destination Government Destination Government 7202 Destination Government Destination Government 7203 Destination Government Destination Government 7204 Destination Government Destination Government 7300 Destination Government Destination Government 7301 Destination Government Destination Government 7302 Destination Government Destination Government 7303 Destination Government Destination Government 7304 Destination Government Destination Government 7400 Destination Government Destination Government 7401 Destination Government Destination Government 7402 Destination Government Destination Government 7403 Destination Government Destination Government 7404 Destination Government Destination Government 8000 Destination Government Destination Government 8001 Destination Government Destination Government 8100 Destination Government Destination Government 8101 Destination Government Destination Government 8200 Destination Government Destination Government 8201 Destination Government Destination Government 8300 Destination Government Destination Government 8301 Destination Government Destination Government 8400 Destination Government Destination Government 8401 Destination Government Destination Government CLAUSES INCORPORATED BY REFERENCE 52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 N0042125F3003 - FINAL Page 49 of 72 CLAUSES INCORPORATED BY FULL TEXT ETXT.246-9512 INSPECTION AND ACCEPTANCE (NAVAIR) (OCT 2005) (a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by the Contracting Officer Representative (COR) identified in NAVAIR Clause GTXT.201-9501. (b) Acceptance of all Contract Line Items/Sub Line Items (CLINs/SLINs) shall be made by signature of the accepting authority on a DD Form 250 submitted through the WAWF system. Acceptance will only occur when the accepting authority is sure that inspections performed demonstrate compliance with contract requirements. ETXT.246-9514 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report, as appropriate, and/or upon receipt of a second endorsement acceptance by the PCO on the attachment to this contract entitled Data Item Transmittal/Acceptance/Rejection Form (Attachment 3). The attached form will not be used for high cost data such as drawings, specifications, and technical manuals. N0042125F3003 - FINAL Page 50 of 72 Section F - Deliveries or Performance The Period of Performance of the following Firm items are as follows: 6000 03/21/2025 - 03/20/2026 6001 03/21/2025 - 03/20/2026 6002 03/21/2025 - 03/20/2026 6003 03/21/2025 - 03/20/2026 6004 03/21/2025 - 03/20/2026 7000 03/21/2025 - 03/20/2026 7001 03/21/2025 - 03/20/2026 7002 03/21/2025 - 03/20/2026 7003 03/21/2025 - 03/20/2026 7004 03/21/2025 - 03/20/2026 The Period of Performance of the following Option items are as follows: 6100 03/21/2026 - 03/20/2027 6101 03/21/2026 - 03/20/2027 6102 03/21/2026 - 03/20/2027 6103 03/21/2026 - 03/20/2027 6104 03/21/2026 - 03/20/2027 6200 03/21/2027 - 03/20/2028 6201 03/21/2027 - 03/20/2028 6202 03/21/2027 - 03/20/2028 6203 03/21/2027 - 03/20/2028 6204 03/21/2027 - 03/20/2028 6300 03/21/2028 - 03/20/2029 6301 03/21/2028 - 03/20/2029 6302 03/21/2028 - 03/20/2029 6303 03/21/2028 - 03/20/2029 6304 03/21/2028 - 03/20/2029 6400 03/21/2029 - 03/20/2030 6401 03/21/2029 - 03/20/2030 6402 03/21/2029 - 03/20/2030 6403 03/21/2029 - 03/20/2030 6404 03/21/2029 - 03/20/2030 6500 03/21/2030 - 09/21/2030 6501 03/21/2030 - 09/21/2030 6502 03/21/2030 - 09/21/2030 6503 03/21/2030 - 09/21/2030 6504 03/21/2030 - 09/21/2030 7100 03/21/2026 - 03/20/2027 N0042125F3003 - FINAL Page 51 of 72 7101 03/21/2026 - 03/20/2027 7102 03/21/2026 - 03/20/2027 7103 03/21/2026 - 03/20/2027 7104 03/21/2026 - 03/20/2027 7200 03/21/2027 - 03/20/2028 7201 03/21/2027 - 03/20/2028 7202 03/21/2027 - 03/20/2028 7203 03/21/2027 - 03/20/2028 7204 03/21/2027 - 03/20/2028 7300 03/21/2028 - 03/20/2029 7301 03/21/2028 - 03/20/2029 7302 03/21/2028 - 03/20/2029 7303 03/21/2028 - 03/20/2029 7304 03/21/2028 - 03/20/2029 7400 03/21/2029 - 03/20/2030 7401 03/21/2029 - 03/20/2030 7402 03/21/2029 - 03/20/2030 7403 03/21/2029 - 03/20/2030 7404 03/21/2029 - 03/20/2030 7500 03/21/2030 - 09/21/2030 7501 03/21/2030 - 09/21/2030 7502 03/21/2030 - 09/21/2030 7503 03/21/2030 - 09/21/2030 7504 03/21/2030 - 09/21/2030 Note: All provisions and clauses of Section F of the Basic Seaport-NxGen Multiple Award Contract apply to this task order, unless otherwise specified in this task order, in addition to the following: CLINs 6000-6404: The Contractor shall provide supplies and services in accordance with Section F, Delivery/ Performance Schedule. CLINs 7000-7404: The Contractor shall provide travel and material in accordance with Section F Delivery/ Performance Schedule. CLINs 8000, 8100, 8200, 8300, 8400: The data furnished hereunder shall be in accordance with Exhibit (A), DD form 1423, Contract Data Requirements List (CDRL) and section F, Delivery/Performance Schedule. CLINs 8001, 8101, 8201, 8301, 8401: The items furnished hereunder shall be in accordance with Exhibit (A), DD form 1423, Contract Data Requirements List (CDRL) and section F, Delivery/Performance Schedule. CLAUSES INCORPORATED BY FULL TEXT FTXT.211-9507 PERIOD OF PERFORMANCE (NAVAIR) (MAR 1999)
N0042125F3003 - FINAL Page 52 of 72 (a) The contract shall commence on award date and shall continue 12 months. However, the period of performance may be extended in accordance with the option provisions contained herein. (b) If FAR Clause 52.216-18, “Ordering”, is incorporated into this contract, then the period in which the Government can issue orders under the contract will be extended at the exercise of an option, and extended to the end of that option period. FTXT.247-9505 TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit A CDRLs, attached hereto, and the following: (a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423. (1) COR, Refer to NAVAIR GTXT.201-9501 of this TO. (2) ACO, Refer to Block 24 of the basic contract. (b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writin by the PCO. (c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6. (d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above. (e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government. (f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice rejection. (g) DD Form 1423, Block 14 Mailing Addresses: See DD Form 1423, Block 14 N0042125F3003 - FINAL Page 53 of 72 Section G - Contract Administration Data Note: All provisions and clauses of Section G of the Basic Seaport-NxGen contract apply to this task order, unless otherwise specified in this task order, i addition to the following: CLAUSES INCORPORATED BY REFERENCE 252.204-7002 Payment For Contract Line or Subline Items Not Separately Priced APR 2020 CLAUSES INCORPORATED BY FULL TEXT 252.232-7006 Wide Area WorkFlow Payment Instructions. As prescribed in 232.7004(b), use the following clause: WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018) a. Definitions. As used in this clause— "Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, acti or organization. "Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). "Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement s "Payment request" and "receiving report" are defined in the clause at 252.232-7003, Electronic Submission of Paymen Requests and Receiving Re a. Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports b. WAWF access. To access WAWF, the Contractor shall— a. Have a designated electronic business point of contact in the System for Award Management athttps://www.sam.gov; and b. Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site c. WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Si before submit payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/ d. WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. e. WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF this contra task or delivery order: a. Document type. The Contractor shall submit payment requests using the following document type(s): a. For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher. b. For fixed price line items— a. That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items N0042125F3003 - FINAL Page 54 of 72 a deliverable.) b. For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the inv and receiving report, as specified by the Contracting Officer (Contracting Officer: Insert either "Invoice 2in1" or the applicable in report document type(s) for fixed price line items for services.) c. For customary progress payments based on costs incurred, submit a progress payment request. d. For performance based payments, submit a performance based paymentrequest. e. For commercial item financing, submit a commercial item financingrequest. b. Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract. [Note: The Contractor WAWF "combo" document type to create some combinations of invoice and receiving report in one step.] c. Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when c and receiving reports in the system. Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0338 Issue By DoDAAC N00421 Admin DoDAAC** N00421 Inspect By DoDAAC N00421 Ship to Code N00421 Ship From Code N/A Mark For Code N/A Service Approver (DoDAAC) N00421 Service Acceptor (DoDAAC) N00421 Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC HAA819 Other DoDAAC(s) N/A (*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert “See Schedule” or “Not applicable.” (**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administratio office assigned the functions under FAR 42.302(a) (13).) a. Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance w the clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable. b. Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F a. WAWF point of contact. i. The Contractor may obtain clarification regarding invoicing in WAWFfrom the following contracting activity’s WAWF point of contact. ii. Contact the COR or ACOR, See GTXT.201-9501, if assistance is needed. GTXT.201-9501 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE (COR)(SEP 2012) - ALT I (SEP 2012)(NAVAIR) a. The Contracting Officer has designated the following as an authorized Contracting Officer's Representatives (COR): COR 1: Leah Bean, [email protected], to perform the following functions, duties, and/or responsibilities as stated in Attachment 07, COR Designation N0042125F3003 - FINAL Page 55 of 72 Letter. Additionally, the following specific duties are assigned to the COR from the NAVAIR clause GTXT.242-9511 CONTRACT ADMINSTRATION DATA FAR 42.302(a) (16) Ensure timely notification by the contractor of any anticipated overrun or underrun of the estimated cost under cost-reimbursement contracts FAR 42.302(a) (30) when contractors request Government property- i. Evaluate the contractor's requests for Government property and for changes to existing Government property and provide appropriate recommend to the contracting officer; ii. Ensure required screening of Government property before acquisition by the contractor; iii. Evaluate the use of Government property on a non-interference basis in accordance with the clause at 52.245-9, Use and Charges; iv. Ensure payment by the contractor of any rental due; and v. Modify contracts to reflect the addition of Government-furnished property and ensure appropriate consideration FAR 42.302(a)(38) Ensure contractor compliance with contractual quality assurancerequirements FAR 42.302(a) (40) Perform engineering surveillance to assess compliance with contractual terms for schedule, cost, and technical performance in the areas of design, development, and production. FAR 42.302(a)(41) Evaluate for adequacy and perform surveillance of contractor engineering efforts and management systems that relate to design, development, production, engineering changes, subcontractors, tests, management of engineering resources, reliability and maintainability, data control systems, configuration management, and independent research and development. FAR 42.302(a)(42) Review and evaluate for technical adequacy the contractor's logistics support, maintenance, and modification programs. FAR 42.302(a)(51) Consent to the placement of subcontracts. FAR 42.302(a)(58) Ensure timely submission of required reports. FAR 42.302(a)(67) Support the program, product, and project offices regarding program reviews, program status, program performance and actual or anticipated program problems. DFARs 242.302(a)(67) Also support program offices and buying activities in precontractual efforts leading to a solicitation or award. a. The Contracting Officer has designated the following as an authorized Alternate Contracting Officer's Representatives (ACOR): ACOR 1: [TBD at task order award] Insert name, mailing address, code, and telephone number] to perform the functions, duties, and/or responsibilities outlined below in the absence of the COR. ACOR 1 Functions, Duties, and/or Responsibilities: See the functions, duties, and/or responsibilities listed above in paragraph (a). a. The effective period of the COR designation is the period of this task order . GTXT-0001 PAYMENT INSTRUCTIONS (MAY 2023) For Government Use Only Contract/Order Payment Clause Type of Payment Request Supply Service Construction Payment Office Allocation Method 52.212-4 (Alt I), Cost Voucher X X N/A Line item specific proration. Contract Terms and If there is more than one ACRN Conditions— within a deliverable contract line
N0042125F3003 - FINAL Page 56 of 72 Commercial Products item, the funds will be allocated in and Commercial the same proportion as the Services; amount of funding currently 52.216-7, Allowable unliquidated for each ACRN on Cost and Payment; the line item billed. 52.232-7, Payments Under Time-and- Materials and Labor- Hour Contracts 52.232-1, Payments, Navy X X N/A Line item specific by fiscal year. 252.217-7007, Shipbuilding If there is more than one ACRN Payments Invoice (Fixed within a deliverable line or (vessel repair and alterations) Price) deliverable subline item, the funds will be allocated using the oldest funds first. In the event of a deliverable line or deliverable subline item with two or more ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year. 52.232-1, Payments; Invoice X X N/A Line item specific proration. 52.232-2, Payments If there is more than one ACRN Under Fixed-Price within a deliverable line item or Research and deliverable subline item, the Development funds will be allocated in the Contracts; same proportion as the amount 52.232-3, Payments of funding currently unliquidated Under Personal for each ACRN on the deliverable Services Contracts; line or deliverable subline item for 52.232-4, Payments which payment is requested. Under Transportation Contracts and Transportation-Related Services Contracts; and 52.232-6, Payments Under Communication Service Contracts With Common Carriers For Government Use Only Contract/Order Payment Clause Type of Payment Request Supply Service Construction Payment Office Allocation Method 52.232-5, Payments Under Fixed-Price Construction Contracts Construction Payment Invoice N/A N/A X Line item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds first. In the event of a deliverable line or deliverable subline item with two or more ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year. 52.232-16, Progress Progress X X N/A Contract-wide proration. Payments Payment* Funds shall be allocated in the (excluding contracts same proportion as the amount with multiple lot of funding currently unliquidated progress payments) for each ACRN. Progress payments are considered contract level financing, and the “contract price” shall reflect the N0042125F3003 - FINAL Page 57 of 72 fixed-price portion of the contract per FAR 32.501-3. 52.232-16, Progress Payments; 252.232-7018, Progress Payments— Multiple Lots Progress Payment* X X N/A Lot-wide proration (applies to lots specifically identified in the contract). If there is more than one ACRN within a lot, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the lot for which payment is requested. See PGI 204.7108 paragraph (c) for multiple lot CLIN structure. For Government Use Only Contract/Order Payment Clause Type of Payment Request Supply Service Construction Payment Office Allocation Method 52.232-29, Terms for Financing of Purchases of Commercial Products and Commercial Services; 52.232-30, Installment Payments for Commercial Products and Commercial Services Commercial Product and Commercial Service Financing* X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.207(b)(2). 52.232-32, Performance-Based Payments Performance- Based Payments* X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.1007(b)(2). 252.232-7002, Progress Payments for Foreign Military Sales Acquisitions Progress Payment* X X N/A Allocate costs among line items and countries in a manner acceptable to the administrative contracting officer. *Liquidation of Financing Payments. Liquidation will be applied by the payment office against those ACRNs which are identified by the payment instructions for the delivery payment and in keeping with the liquidation provision of the applicable contract financing clause (i.e., progress payment, performance-based payment, or commercial product and commercial service financing). Accounting Data CLIN/SLIN PR Number Amount N0042125F3003 N0042125F3003 - FINAL Page 58 of 72 Accounting Data 600001 130122892100001 LLA : AK 1751319 U7Y7 251 00019 0 050120 2D 000000 A00008936216 Standard Document #: 600002 130122892100003 LLA : AL 1751319 U7Y7 251 00019 0 050120 2D 000000 A10008936216 Standard Document #: 600003 130122892100004 LLA : AM 1751319 U7Y7 251 00019 0 050120 2D 000000 A20008936216 Standard Document #: 600004 130122892100005 LLA : AN 1751319 U7Y7 251 00019 0 050120 2D 000000 A30008936216 Standard Document #: 600101 130122847300001 LLA : AA 1751506 U5CP 251 00019 0 050120 2D 000000 A00008932497 Standard Document #: 600102 130122847600001 LLA : AD 1751506 U5MB 251 00019 0 050120 2D 000000 A00008933545 Standard Document #: 600103 130122847600002 LLA : AE 1751506 U5MB 251 00019 0 050120 2D 000000 A10008933545 Standard Document #: 600104 130122847600003 LLA : AF 1751506 U5MB 251 00019 0 050120 2D 000000 A20008933545 Standard Document #: 600105 130122847600005 LLA : AG 1751506 U5MB 251 00019 0 050120 2D 000000 A30008933545 Standard Document #: 600106 130122847600006 LLA : AH 1751506 U5MB 251 00019 0 050120 2D 000000 A40008933545 Standard Document #: N0042125F3003 - FINAL Page 59 of 72 Accounting Data 600107 130122847600007 LLA : AJ 1751506 U5MB 251 00019 0 050120 2D 000000 A50008933545 Standard Document #: 600201 130122847300003 LLA : AB 1751810 U2T4 251 00019 0 050120 2D 000000 A10008932497 Standard Document #: 600301 130122847500001 LLA : AC 1751804 4A1A 251 00019 0 050120 2D 000000 A00008932706 Standard Document #: 600401 130122907500001 LLA : AP 97-11X8242 2819 000 74192 0 065916 2D PNOJ44 424760230SAN Standard Document #: 700001 130122892100002 LLA : AK 1751319 U7Y7 251 00019 0 050120 2D 000000 A00008936216 Standard Document #: 700002 130122892100006 LLA : AL 1751319 U7Y7 251 00019 0 050120 2D 000000 A10008936216 Standard Document #: 700101 130122847300002 LLA : AA 1751506 U5CP 251 00019 0 050120 2D 000000 A00008932497 Standard Document #: 700102 130122847600004 LLA : AF 1751506 U5MB 251 00019 0 050120 2D 000000 A20008933545 Standard Document #: 700201 130122847300004 LLA : AB 1751810 U2T4 251 00019 0 050120 2D 000000 A10008932497 Standard Document #: 700301 130122847500002 LLA : AC 1751804 4A1A 251 00019 0 050120 2D 000000 A00008932706
N0042125F3003 - FINAL Page 60 of 72 Accounting Data Standard Document #: 700401 130122907500002 LLA : AQ 97-11X8242 2819 000 74192 0 065916 2D PNOJ44 424760240SAN Standard Document #: BASE Funding: Cumulative Funding: N0042125F3003 - FINAL Page 61 of 72 Section H - Special Contract Requirements Note: All provisions and clauses of Section H of the Basic Seaport-NxGen contract apply to this task order, unless otherwise specified in this task order, in addition to the following: CLAUSES INCORPORATED BY FULL TEXT HTXT.209-9510 ORGANIZATIONAL CONFLICTS OF INTEREST (NAVAIR) (SERVICES) (MAR 2007) (a) Purpose. This clause seeks to ensure that the Contractor (1) does not obtain an unfair competitive advantage over other parties by virtue of its performance of this contract, and (2) is not biased because of its current or planned interests (financial, contractual, organizational or otherwise) that relate to the work under this contract. (b) Scope. The restrictions described herein shall apply to performance or participation by the Contractor (as defined in paragraph (d)(7)) in the activities covered by this clause. (1) The restrictions set forth in paragraph (e) apply to supplies, services, and other performance rendered with respect to the and/or equipment listed in Attachment 6. Task Orders issued under the contract specify to which suppliers and/or equipme subparagraph (f) restrictions apply. (2) The financial, contractual, organizational and other interests of Contractor personnel performing work under this contract deemed to be the interests of the Contractor for the purposes of determining the existence of an Organizational Conflict of Any subcontractor that performs any work relative to this contract shall be subject to this clause. The Contractor agrees to each subcontract affected by these provisions the necessary language contained in this clause. (c) Waiver. Any request for waiver of the provisions of this clause shall be submitted in writing to the Procuring Contracting Officer. The request for waiver shall set forth all relevant factors including proposed contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest. No waiver shall be granted by the Government with respect to prohibitions pursuant to access to proprietary data. (d) Definitions. For purposes of application of this clause only, the following definitions are applicable: (1) "System" includes system, major component, subassembly or subsystem, project, or item. (2) "Nondevelopmental items" as defined in FAR 2.101. (3) "Systems Engineering" (SE) includes, but is not limited to, the activities in FAR 9.505-1(b). (4) "Technical direction" (TD) includes, but is not limited to, the activities in FAR 9.505-1(b). (5) "Advisory and Assistance Services" (AAS) as defined in FAR 2.101. (6) "Consultant services" as defined in FAR 31.205-33(a). (7) "Contractor", for the purposes of this clause, means the firm signing this contract, its subsidiaries and affiliates, joint ventu involving the firm, any entity with which the firm may hereafter merge or affiliate, and any other successor or assignee of the N0042125F3003 - FINAL Page 62 of 72 (8) "Affiliates," means officers or employees of the prime Contractor and first tier subcontractors involved in the program and technical decision-making process concerning this contract. (9) "Interest" means organizational or financial interest. (10) "Weapons system supplier" means any prime Contractor or first tier subcontractor engaged in, or having a known prospe interest in the development, production or analysis of any of the weapon systems, as well as any major component or subassem of such system. (e) Contracting restrictions. [X] (1) To the extent the Contractor provides systems engineering and/or technical direction for a system or commodity but does not have overall contractual responsibility for the development, the integration, assembly and checkout (IAC) or the production of the system, the Contractor shall not (i) be awarded a contract to supply the system or any of its major components or (ii) be a subcontractor or consultant to a supplier of the system or of its major components. The Contractor agrees that it will not supply to the Department of Defense (either as a prime Contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem, or major component utilized for or in connection with any item or other matter that is (directly or indirectly) the subject of the systems engineering and/or technical direction or other services performed under this contract for a period of three (3) years after the date of completion of the contract. (FAR 9.505-1(a)) [X] (2) To the extent the Contractor prepares and furnishes complete specifications covering non-developmental items to be used in a competitive acquisition, the Contractor shall not be allowed to furnish these items either as a prime Contractor or subcontractor. This rule applies to the initial production contract, for such items plus a specified time period or event. The Contractor agrees to prepare complete specifications covering non-developmental items to be used in competitive acquisitions, and the Contractor agrees not to be a supplier to the Department of Defense, subcontract supplier, or a consultant to a supplier of any system or subsystem for which complete specifications were prepared hereunder. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of these systems of their subsystems extends for a period of three (3) years after the terms of this contract. (FAR 9.505-2(a)(1)) [X] (3) To the extent the Contractor prepares or assists in preparing a statement of work to be used in competitively acquiring a system or services or provides material leading directly, predictably and without delay to such a work statement, the Contractor may not supply the system, major components thereof or the services unless the Contractor is the sole source, or a participant in the design or development work, or more than one Contractor has been involved in preparation of the work statement. The Contractor agrees to prepare, support the preparation of or provide material leading directly, predictably and without delay to a work statement to be used in competitive acquisitions, and the Contractor agrees not to be a supplier or consultant to a supplier of any services, systems or subsystems for which the Contractor participated in preparing the work statement. The prohibition relative to being a supplier, a subcontract supplier, or a consultant to a supplier of any services, systems or subsystems extends for a period of three (3) years after the terms of this contract. (FAR 9.505-2(b)(1)) [X] (4) To the extent work to be performed under this contract requires evaluation of offers for products or services, a contract will not be awarded to a Contractor that will evaluate its own offers for products or services, or those of a competitor, without proper safeguards to ensure objectivity to protect the Government’s interests. Contractor agrees to the terms and conditions set forth in the Statement of Work that are established to ensure objectivity to protect the Government’s interests. (FAR 9.505-3) [X] (5) To the extent work to be performed under this contract requires access to proprietary data of other companies, the Contractor must enter into agreements with such other companies which set forth procedures deemed adequate by those companies (i) to protect such data from unauthorized use or disclosure so long as it remains proprietary and (ii) to refrain from using the information for any other purpose other than that for which it was furnished. Evidence of such agreement(s) must be made available to the Procuring Contracting Officer upon request. The Contractor shall restrict access to proprietary information to the minimum number of employees necessary for performance of this contract. Further, the Contractor agrees that it will not utilize proprietary data obtained from such other companies in preparing proposals (solicited or unsolicited) to perform additional services or studies for the United States Government. The Contractor agrees to execute agreements with companies furnishing proprietary data in connection with work performed under this contract, obligating the Contractor to protect such data from unauthorized use or disclosure so long as such data remains proprietary, and to furnish copies of such agreement to the Contracting Officer. Contractor N0042125F3003 - FINAL Page 63 of 72 further agrees that such proprietary data shall not be used in performing for the Department of Defense additional work in the same field as work performed under this contract if such additional work is procured competitively. (FAR 9.505) [X] (6) Preparation of Statements of Work or Specifications. If the Contractor under this contract assists substantially in the preparation of a statement of work or specifications, the Contractor shall be ineligible to perform or participate in any capacity in any contractual effort (solicited or unsolicited) that is based on such statement of work or specifications. The Contractor shall not incorporate its products or services in such statement of work or specifications unless so directed in writing by the Contracting Officer, in which case the restrictions in this subparagraph shall not apply. Contractor agrees that it will not supply to the Department of Defense (either as a prime Contractor or as a subcontractor) or act as consultant to a supplier of, any system, subsystem or major component utilized for or in connection with any item or work statement prepared or other services performed or materials delivered under this contract, and is procured on a competitive basis, by the Department of Defense with a period of three (3) years after completion of work under this contract. The provisions of this clause shall not apply to any system, subsystem, or major component for which the Contractor is the sole source of supply or which it participated in designing or developing. (FAR 9.505-4(b)) [X ] (7) Advisory and Assistance Services (AAS). If the Contractor provides AAS services as defined in paragraph (d) of this clause, it shall be ineligible thereafter to participate in any capacity in Government contractual efforts (solicited or unsolicited) which stem directly from such work, and the Contractor agrees not to perform similar work for prospective offerors with respect to any such contractual efforts. Furthermore, unless so directed in writing by the Contracting Officer, the Contractor shall not perform any such work under this contract on any of its products or services, or the products or services of another firm for which the Contractor performs similar work. Nothing in this subparagraph shall preclude the Contractor from competing for follow-on contracts for AAS. (f) Remedies. In the event the Contractor fails to comply with the provisions of this clause, such noncompliance shall be deemed a material breach of the provisions of this contract. If such noncompliance is the result of conflicting financial interest involving Contractor personnel performing work under this contract, the Government may require the Contractor to remove such personnel from performance of work under this contract. Further, the Government may elect to exercise its right to terminate for default in the event of such noncompliance. Nothing herein shall prevent the Government from electing any other appropriate remedies afforded by other provisions of this contract, or statute or regulation. (g) Disclosure of Potential Conflicts of Interest. The Contractor recognizes that during the term of this contract, conditions may change which may give rise to the appearance of a new conflict of interest. In such an event, the Contractor shall disclose to the Government information concerning the new conflict of interest. The Contractor shall provide, as a minimum, the following information: (1) a description of the new conflict of interest (e.g., additional weapons systems supplier(s), corporate restructuring, new first-tier subcontractor(s), new contract) and identity of parties involved; (2) a description of the work to be performed; (3) the dollar amount; (4) the period of performance; and (5) a description of the Contractor’s internal controls and planned actions, to avoid any potential organizational conflict of interest. HTXT.216-9512 PAPERLESS CONTRACTING (NAVAIR) (JUN 2009) (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of
N0042125F3003 - FINAL Page 64 of 72 a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods. HTXT.227-9511 DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION (NAVAIR) (FEB 2009) (a) During the performance of this contract, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Government during performance. (b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above. (c) Since the ISC is neither an employee nor agent of the Government, any findings, recommendations, analyses, or conclusions of such a contractor are not those of the Government. (d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor. (e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the Procuring Contracting Officer. HTXT.228-9501 LIABILITY INSURANCE (NAVAIR) (MAR 1999) The following types of insurance are required in accordance with the clause entitled, 52.228-7, "Insurance--Liability to Third Persons and shall be maintained in the minimum amounts shown: (a) Comprehensive General Liability: $200,000 per person and $500,000 per accident for bodily injury. (b) Automobile Insurance: $200,000 per person and $500,000 per accident for bodily injury and $500,000 per accident for property damage. (c) Standard Workman’s Compensation and Employer’s Liability Insurance (or, where maritime employment is involved, Longshoremen’s and Harbor Worker’s Compensation Insurance) in the minimum amount of $100,000. (d) Aircraft public and passenger liability: $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability; $200,000 per occurrence for property damage. Passenger bodily injury liability limits of $200,000 per passenger, multiplied by the number of seats or number of passengers, whichever is greater. N0042125F3003 - FINAL Page 65 of 72 HTXT.232-9510 PAYMENT OF FIXED FEE (NAVAIR) (OCT 2005) (a) The fixed fee, as specified in Section B of this contract, subject to any adjustment required by other provisions of this contract, will be paid in installments. The fixed fee will be paid not more frequently than bi-weekly based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as the related provisional payment on account of allowable cost is to the total estimated cost of the contract or order. Payment shall be made in accordance with FAR Clauses 52.216-7, “Allowable Cost and Payment”, and 52.216-8, “Fixed Fee”. (b) In the event of termination of the work in accordance with the FAR Clause 52.232-22, “Limitation of Funds”, the fixed fee shall be redetermined by mutual agreement equitably to reflect the reduction of the work performed. The amount by which such fixed fee is less than or exceeds payments previously made on account of fee, shall be paid to (or repaid by) the contractor. (c) The balance of the fixed fee shall be payable in accordance with other clauses of this contract. (d) For indefinite delivery type contracts the terms of this clause apply to each delivery/task order there under. N0042125F3003 - FINAL Page 66 of 72 Section I - Contract Clauses Note: All the provisions and clauses of Section I of the basic SeaPort-NXG MAC apply to this task order, in addition to the following: CLAUSES INCORPORATED BY FULL TEXT 52.217-8 OPTION TO EXTEND SERVICES (NOV 1999) The Government may require continues performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of the expiration of this task order. 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (a) The Government may extend the term of this contract by written notice to the Contractor within 30 days; provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 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 5 years. 52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAY 2020) (a) Definitions. As used in this clause— Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority. Small business concern means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph (d) of this clause. Such a concern is "not dominant in its field of operation" when it does not exercise a controlling or major influence on a national basis in a kind of business activity in which a number of business concerns are primarily engaged. In determining whether dominance exists, consideration shall be given to all appropriate factors, including volume of business, number of employees, financial resources, competitive status or position, ownership or control of materials, processes, patents, license agreements, facilities, sales territory, and nature of business activity. N0042125F3003 - FINAL Page 67 of 72 (b) If the Contractor represented that it was any of the small business concerns identified in19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following: (1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of clause in the contract. (2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of th contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract. (3) For long-term contracts- (i) Within 60 to 120 days prior to the end of the fifth year of the contract; and (ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter. (c) If the Contractor represented that it was any of the small business concerns identified in19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract. (d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support-- table-size-standards. (e) The small business size standard for a Contractor providing a product which it does not manufacture itself, for a contract other than a construction or service contract, is 500 employees. (f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update. (g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (a) or (h) of this clause. (h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:
N0042125F3003 - FINAL Page 68 of 72 (1) The Contractor represents that it is, is not a small business concern under NAICS Code assigned to contract number. (2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it is not, a small disadvantaged business concern as defined in 13 CFR 124.1002. (3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it is not a women-owned small business concern. (4) Women-owned small business (WOSB) concern eligible under the WOSB Program. [Complete only if the Contractor represented itself as a women-owned small business concern in paragraph of this clause.] The Contractor represents that — (i) It is not a WOSB concern eligible under the WOSB Program, has provided all the required documents to the WOSB Repository, and no change in circumstances or adverse decision been issued that affects its eligibility; and (ii) It is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph of this clause is accurate for each WOSB concern eligible the WOSB Program participating in the joint venture. [The Con shall enter the name or names of the WOSB concern eligible under the WOSB Program and other small businesses partici the joint venture: Each WOSB concern eligible under the WOSB Program participating in the joint venture shall submit a signed copy of the WOSB representation (5) Economically disadvantaged women-owned small business (EDWOSB) concern. [Complete only if the Contractor represente itself as a women-owned small business concern eligible under WOSB Program in (h)(4) of this clause.] The Contractor represen that — (i) It is not an EDWOSB concern eligible under the WOSB Program, has provided all the required documents to the W Repository, and no change in circumstances or adverse decisions have been issued that affects its eligibility; and (ii) It is not a joint venture that complies with the requirements of 13 CFR part 127, and the representation in paragraph (h this clause is accurate for each EDWOSB concern participating in the joint venture. [The Contractor shall enter the name of the EDWOSB concern and other small businesses that are participating in the joint venture: Each EDWOSB concern participating in the joint venture shall submit a separate signed copy of the EDWOSB representation.] (6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it is not a veteran-owned small business concern. (7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it is not a service-disabled veteran-owned small business concern. (8)[Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that— (i) It is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZo Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and N0042125F3003 - FINAL Page 69 of 72 (ii) It is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in p (h)(8)(i) of this clause is accurate for each HUBZone business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint ve Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy o HUBZone representation. [Contractor to sign and date and insert authorized signer's name and title.] ** TO BE COMPLETED AT TIME OF AWARD** 52.244-2 SUBCONTRACTS (JUN 2020) (a) Definitions. As used in this clause- "Approved purchasing system" means a Contractor’s purchasing system that has been reviewed and approved in accordance with part 44 of the Federal Acquisition Regulation (FAR). "Consent to subcontract" means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract. Subcontract means any contract, as defined in FAR subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause. (c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that- (1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or (2) Is fixed-price and exceeds- (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract. (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: All subcontracts that are not identified in paragraph (j). (e) (1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information: (i) A description of the supplies or services to be subcontracted. (ii) Identification of the type of subcontract to be used. (iii) Identification of the proposed subcontractor. (iv) The proposed subcontract price. (v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, i N0042125F3003 - FINAL Page 70 of 72 required by other contract provisions. (vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract. (vii) A negotiation memorandum reflecting- (A) The principal elements of the subcontract price negotiations; (B) The most significant considerations controlling establishment of initial or revised prices; (C) The reason certified cost or pricing data were or were not required; (D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price; (E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the tota price negotiated; (F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary o all trade-off possibilities considered. (2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause. (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination- (1) Of the acceptability of any subcontract terms or conditions; (2) Of the allowability of any cost under this contract; or (3) To relieve the Contractor of any responsibility for performing this contract. (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c) (4)(i). (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government. (i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR subpart 44.3. (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: See Section J Attachment- List of Approved Subcontractors N0042125F3003 - FINAL Page 71 of 72
N0042125F3003 - FINAL Page 72 of 72 Section J - List of Attachments Attachment Number File Name Description 01 Attachment 1- BID DD254.pdf Attachment 1- BID DD254 02 Attachment 2 - QASP.docx Attachment 2- Quality Assurance Surveillance Plan 03 Attachment 3 - Data Item Transmittal Form.docx Attachment 3- Data Item Transmittal Form 04 Attachment 4 - List of Key Personnel.docx Attachment 4- List of Key Personnel 05 Attachment 5 - List of Approved Subcontractors.docx Attachment 5- List of Approved Subcontractors 06 Attachment 6- OCI List.docx Attachment 6- OCI List 07 Attachment 7 - COR Designation Letter.docx Attachment 7- COR Designation Letter 08 Attachment 8 - ACOR Designation Letter.docx Attachment 8- ACOR Designation Letter 09 Attachment 9 - Locator Form.docx Attachment 9- Locator Form A Exhibit A- CDRLs.pdf Exhibit A- CDRLs
EXHIBIT 10.20 Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because such information is (i) not material and (ii) the type of information the Company treats as confidential. N6833525F3003 - FINAL Page 2 of 55 General Information Points of Contact: Procurement Specialist: Contracting Officer: Contracting Officer's Reprsentative (COR): Contractor POC: The primary sites/locations where work shall be performed under this task order are: Lakehurst, NJ/Contractor site. *Specialty Systems Inc. (SSI) submitted their prime proposal as an affiliate to Global Technology Management Resources, Inc. (GTMR) under GTMR's prime Seaport-NxG Contract N00178-19-D-7718 in accordance with N6833525F3003 - FINAL Page 3 of 55 SeaPort-NxG Prime Multiple Award Contract (MAC) Contract Section C.10. 1. This TO is issued in accordance with the terms and conditions of the SeaPort-NxG MAC, N00178-19- D-7718. Therefore, all terms and conditions of the SeaPort-NxG MAC are hereby fully and expressly incorporated into the TO. Only clauses and provisions requiring fill-ins, or that are unique to this TO have been included in full text in this TO. 2. This TO is for a total Period of Performance (PoP) of five (5) years, which includes one (1) base year and four (4) option years. 3. Clauses specified in Section B of the basic SeaPort-NxG contract are incorporated into this TO, as applicable. 4. Under SeaPort-NxG TO Competitions, the term "contract" means "task order." 5. The SeaPort-NxG Multiple Award Contract (MAC) TO shall be made in accordance with basic contract clause C-8 TASK ORDER PROCESS and the following information contained in Sections L and M. 6. Funding for each Contract Line Item Number (CLIN) will be added at the SubCLIN (SLIN) level. The TO Contracting Officer will unilaterally create informational SLINs during performance of the TO to accommodate multiple lines of funding that will be obligated under this order. 7. For purposes of this TO, the term "Task Order Manager (TOM)" is considered synonymous with the term Contracting Officer's Representative (COR). 8. The Product Service Code for this requirement is R425- Support- Professional: Engineering/Technical. 9. The award is based on the contractor's initial proposal dated 24 March 2025. All proposed costs by the prime contractor and all subcontractors are incorporated into the TO.
N6833525F3003 - FINAL Page 4 of 55 Section B - Supplies and Services CLIN - SUPPLIES OR SERVICES Cost Type Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 6000 R425 Labor - Base Period. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) 1.00 Lot 600001 R425 Funding in support of CLIN 6000 (WCF) 6100 R425 Labor - Option Period I. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 6200 R425 Labor - Option Period II. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 6300 R425 Labor - Option Period III. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 6400 R425 Labor - Option Period IV. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot Cost Only Items: Item PSC Supplies/Services Qty Unit Est. Cost 7000 R425 Travel - Base Period. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) 1.00 Lot 7001 R425 Material - Base Period. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) 1.00 Lot 7100 R425 Travel - Option Period I. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7101 R425 Material - Option Period I. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7200 R425 Travel - Option Period II. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7201 R425 Material - Option Period II. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot N6833525F3003 - FINAL Page 5 of 55 Item PSC Supplies/Services Qty Unit Est. Cost 7300 R425 Travel - Option Period III. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7301 R425 Material - Option Period III. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7400 R425 Travel - Option Period IV. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot 7401 R425 Material - Option Period IV. The Contractor shall provide support services in accordance with Section C. (Fund Type - TBD) (Fund Type - TBD) Option 1.00 Lot Cost Type / NSP Items: Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF 8000 Deliverables for Base Period in accordance with the CDRLs. NOT SEPARATELY PRICED. 1.00 Lot NSP 8100 Deliverables for Option Period I in accordance with the CDRLs. NOT SEPARATELY PRICED. 1.00 Lot NSP 8200 Deliverables for Option Period II in accordance with the CDRLs. NOT SEPARATELY PRICED. 1.00 Lot NSP 8300 Deliverables for Option Period III in accordance with the CDRLs. NOT SEPARATELY PRICED. 1.00 Lot NSP 8400 Deliverables for Option Period IV in accordance with the CDRLs. NOT SEPARATELY PRICED. 1.00 Lot NSP Note: All applicable provisions and clauses in Section B of the SeaPort-NxG MAC apply to this TO, in addition to the following: The Level of Effort acquisition is a term type Cost Plus Fixed Fee (CPFF) TO. CPFF CLINs are Labor CLINs 6000, 6100, 6200, 6300, 6400 Cost Reimbursement Only and Non-Fee Bearing CLINs are: Travel CLINs 7000, 7100, 7200, 7300, 7400; Material CLINs 7001, 7101, 7201, 7301, 7401; No Cost Data CLINs are 8000, 8100, 8200, 8300, 8400. HQ B-2-0004 EXPEDITING CONTRACT CLOSEOUT (NAVESEA)(DEC 1995) ( Applicable at Task Order Level) (a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $500 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party may be N6833525F3003 - FINAL Page 6 of 55 considered to the extent permitted by law. (b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered. HQ B-2-0007 LIMITATION OF COST OR LIMITATION OF FUNDS LANGUAGE The clause entitled “LIMITATION OF COST” (FAR 52.232-20) or “LIMITATION OF FUNDS” (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost. HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA) (MAY 2010) (a) For purposes of this contract, “fee” means “target fee” in cost-plus-incentive-fee type contracts, "base fee" in cost-plus award-fee type contracts, or "fixed fee" in cost-plus-fixed-fee type contracts for level of effort type contracts. (b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable, and shall be paid fee at the hourly rate(s) specified above per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract. 252.204-7022 EXPEDITING CONTRACT CLOSEOUT (MAY 2021) (a) At the conclusion of all applicable closeout requirements of Federal Acquisition Regulation 4.804, the Government and Contractor shall mutually agree on the residual dollar amount remaining on the contract. Both the Government and Contractor agree to waive payment of any residual dollar amount of $1,000 or less to which either party may be entitled at the time of contract closeout. (b) A residual dollar amount includes all money owed to either party at the end of the contract and as a result of the contract, excluding amounts connected in any way with taxation or a violation of law or regulation. (c) For purposes of determining residual dollar amounts, offsets (e.g., across multiple contracts or orders) may be considered only to the extent permitted by law. 5252.211-9503 LEVEL OF EFFORT (COST REIMBURSEMENT) (NAVAIR)(DEC 2012) - ALT I (JUN 2013) (a) The level of effort estimated to be ordered during the term of this contract/order is man-hours of direct labor including authorized subcontract labor, if any. The estimated composition of the total man-hours of direct labor by classification is as follows: Labor Category Location** BASE Option 1 Option 2 Option 3 Option 4 Agile Coach, Journeyman KTR/Gov Computer Engineer, Journeyman KTR/Gov Computer Engineer, Senior KTR/Gov Computer Programmer/Analyst, Senior* KTR/Gov Cost Analyst, Journeyman KTR/Gov Cost Analyst, Junior KTR/Gov Cost Analyst, Senior* KTR/Gov Cybersecurity Analyst, Journeyman KTR/Gov Cybersecurity Analyst, Senior KTR/Gov Data Scientist, Journeyman KTR/Gov Data Scientist, Senior* KTR/Gov Electrical Engineer, Journeyman KTR/Gov Electrical Engineer, Senior KTR/Gov N6833525F3003 - FINAL Page 7 of 55 Engineer/Scientist, Journeyman KTR/Gov Environmental Compatibility Engineer/Scientist, Journeyman KTR/Gov General Engineer, Senior KTR/Gov Information Assurance Analyst, Journeyman KTR/Gov Information Assurance Analyst, Senior KTR/Gov Information Management and Technology Analyst, Journeyman KTR/Gov Instructional Systems Specialist, Journeyman KTR/Gov Instructional Systems Specialist, Senior KTR/Gov Logistician, Journeyman KTR/Gov Logistics Analyst, Journeyman KTR/Gov Logistics Analyst, Junior KTR/Gov Logistics Analyst, Senior KTR/Gov Maintenance Planning and Supportability Analyst, Journeyman KTR/Gov Materials Engineer, Journeyman KTR/Gov Mechanical Engineer, Journeyman KTR/Gov Mechanical Engineer, Senior KTR/Gov Network Administrator, Journeyman KTR/Gov Network Administrator, Senior KTR/Gov Operations Research Analyst, Journeyman KTR/Gov Personal Computer Support Technician, Journeyman KTR/Gov Program Manager, Senior* KTR/Gov Project Analyst, Journeyman KTR/Gov Project Analyst, Junior KTR/Gov Project Analyst, Senior* KTR/Gov Software Developer, Journeyman KTR/Gov Software Developer, Senior KTR/Gov System Administrator, Journeyman KTR/Gov System Administrator, Senior KTR/Gov Technical Illustrator, Senior KTR/Gov Technical Writer II, Journeyman KTR/Gov Technical Writer III, Senior KTR/Gov Metrology Technician I, Journeyman KTR/Gov Metrology Technician I, Journeyman KTR/Gov Web Developer KTR/Gov *denotes Key Personnel labor categories **See Section L and Statement of Work for Location details. Government site is Lakehurst, NJ. (b) FAR Clause 52.232-20, "Limitation of Cost" applies to fully funded orders and FAR Clause 52.232-22, "Limitation of Funds" applies to incrementally funded orders. Nothing in this clause amends the rights or responsibilities of the parties hereto under either of those two clauses. In addition, the notifications required by this clause are separate and distinct from any specified in either FAR Clause 52.232-20 or FAR Clause 52.232-22. (c) It is agreed that while the contractor's performance during the period set forth in paragraph (a) above is based upon an anticipated level of effort consisting of man-hours of direct labor (as may be described or defined elsewhere herein), such level of effort may fluctuate, either upward or downward, by no more than ten (10%) percent of the total anticipated man-hours. This fixed fee is agreed to be paid for man-hours expended from ninety (90%) percent to one hundred ten (110%) percent of the total anticipated man-hours. The fixed fee shall not vary with the cost of the actual effort supplied within this range. In the event that less than ninety (90%) percent of the anticipated level of effort is actually expended by the expiration date of the contract, the Government shall have the option of: (1) requiring the contractor to continue to perform until the level of effort expended equals ninety (90%) percent of the anticipated level of effort; or (2) effecting a reduction in the fixed fee by the percentage by which the total expended man-hours is less than ninety (90%) percent of the anticipated level of effort. (d) The contractor agrees that effort performed in fulfillment of level of effort obligations under this contract shall include only verifiable effort in direct support of the work specified. It shall not include efforts such as work performed in transit to or from an employee's usual
N6833525F3003 - FINAL Page 8 of 55 workplace, work during lunchtime activities, or effort performed at other non-work locations. (e) In performing the contract/order, the contractor may use any reasonable combination of hours for the labor categories in support of section C of this contract/order. N6833525F3003 - FINAL Page 9 of 55 Section C - Description/Specifications/Statement of Work The Statement of Work is identified in Section J as Contract Attachment 6, but incorporated here in its entirety by reference. N6833525F3003 - FINAL Page 10 of 55 Section D - Packaging and Marking Clauses specified in Section D of the SeaPort-NxG basic contract apply to this TO, unless otherwise specified in the TO, in addition to the following: TASK ORDER CLAUSE D.1 DELIVERABLES MEDIA The contractor shall provide CDRLs A001 - A029. The contractor shall use best commercial practices for formatting deliverables under this Task Order. TASK ORDER CLAUSE D.2 MARKINGS FOR ELECTRONIC DELIVERY Electronic copies shall be delivered via e-mail attachment. The contractor shall label each electronic deliver with the TO Number and Project Title in the subject line of the e-mail transmittal. The contractor shall include a transmittal letter with all formal data submittals that defines the contents of the data shipment, including the following information as applicable: Item name and serial number Specification number Commercial and Government Entity (CAGE) Code TO Number CDRL number corresponding to Section F Submittal type – preliminary, final. HQ D-1-0001 DATA PACKAGING LANGUAGE Data to be delivered by Integrated Digital Environment (IDE) or other electronic media shall be as specified in the contract. All unclassified data to be shipped shall be prepared for shipment in accordance with best commercial practice. Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28 February 2006. HQ D-2-0008 MARKING OF REPORTS (NAVSEA) (SEP 1990) All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover report: (1) name and business of the contractor (2) contract number (3) task order number (4) sponsor ________________________________________ (Name of Individual Sponsor) __________________________ (Name of Requiring Activity) ___________________________ N6833525F3003 - FINAL Page 11 of 55 (City & State) _______________________________________ 5252.247-9507 PACKAGING AND MARKING OF REPORTS (NAVAIR)(OCT 2005) (a) All unclassified data shall be prepared for shipment in accordance with best commercial practice. Classified reports, data and documentation, if any, shall be prepared for shipment in accordance with the National Industry Security Program Operating Manual, DoD 5220.22-M. (b) The contractor shall prominently display on the cover of each report the following information: (1) Name and business address of contractor. (2) Contract Number/Delivery/Task order number. (3) Contract/Delivery/Task order dollar amount. (4) Whether the contract was competitively or non-competitively awarded. (5) Name of sponsoring individual. (6) Name and address of requiring activity. 5252.247-9508 PROHIBITION AND LIMITATIONS FOR PACKAGING MATERIALS (NAVAIR) (AUG 2019) The use of loose fill materials, asbestos, excelsior, newspaper and shredded paper (all types) are prohibited. In addition, all Wood Packaging Materials (WPM) shall be heat treated or chemically treated in accordance with the requirements of the International Standards for Phytosanitary Measures (ISPM) 15:2009, "Regulation of Wood Packaging Material in International Trade." 5252.247-9514 TECHNICAL DATA PACKING INSTRUCTIONS (NAVAIR)(SEP 1999) Technical Data and Information shall be packed and packaged for domestic shipment in accordance with best commercial practices. The package or envelope should be clearly marked with any special markings specified in this contract (or delivery/task order), e.g., Contract Number, CLIN, Device No., and document title must be on the outside of the package. Classified reports, data and documentation, if applicable, shall be prepared for shipment in accordance with Defense Industrial Manual for Safeguarding Classified Information, DoD 5220.22M.
N6833525F3003 - FINAL Page 12 of 55 Section E - Inspection and Acceptance Inspection and Acceptance shall be in accordance with Section E of the SeaPort-NxG basic contract. The COR will be designated the responsibility of monitoring, progressing, and controlling the technical work for the resultant TO. The Surveillance Activity Checklist (SAC), Attachment 1, for this TO includes the COR performing a TO Performance Evaluation in accordance with the Seaport-NxG basic contract. This TO will be registered in the Contractor Performance Assessment Reporting System. As part of the SAC, performance will be measured by the COR for technical accuracy of deliverables, the general quality of services, timeliness, cost control, the contractor’s responsiveness to customers, and team stability and cooperation with other IDIQ holder terms. Clauses specified in Section E of the basic SeaPort-NxG contract are hereby fully and expressly incorporated into this TO. Inspection and Acceptance shall be in accordance with Section E of the SeaPort-NxG basic contract. 52.246-5 Inspection of Services -- Cost-Reimbursement (APR 1984) (a) Definition. “Services,” as used in this clause, includes services performed, workmanship, and material furnished or used in performing services. (b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the services under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires. (c) The Government has the right to inspect and test all services called for by the contract, to the extent practicable at all places and times during the term of the contract. The Government shall perform inspections and tests in a manner that will not unduly delay the work. (d) If any of the services performed do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract requirements, for no additional fee. When the defects in services cannot be corrected by reperformance, the Government may -- (1) Require the Contractor to take necessary action to ensure that future performance conforms to contract requiremen and (2) Reduce any fee payable under the contract to reflect the reduced value of the services performed. (e) If the Contractor fails to promptly perform the services again or take the action necessary to ensure future performance in conformity with contract requirements, the Government may -- (1) By contract or otherwise, perform the services and reduce any fee payable by an amount that is equitable under the circumstances; or (2) Terminate the contract for default. 5252.246-9512 INSPECTION AND ACCEPTANCE (NAVAIR)(OCT 2005) N6833525F3003 - FINAL Page 13 of 55 (a) Inspection and acceptance of the supplies or services to be furnished hereunder shall be performed by the COR. (b) Acceptance of all Contract Line Items/Sub Line Items (CLINs/SLINs) shall be made by signature of the accepting authority on a DD 250 submitted through the WAWF system. Acceptance will only occur when the accepting authority is sure that inspections performed demonstrate compliance with contract requirements. 5252.246-9514 INSPECTION AND ACCEPTANCE OF TECHNICAL DATA AND INFORMATION (NAVAIR)(FEB 1995) Inspection and acceptance of technical data and information will be performed by the Procuring Contracting Officer (PCO) or his duly authorized representative. Inspection of technical data and information will be performed by ensuring successful completion of the requirements set forth in the DD Form 1423, Contract Data Requirements List (CDRL) and incorporation/resolution of Government review comments on the data items. Acceptance will be evidenced by execution of an unconditional DD Form 250, Material Inspection and Receiving Report. The attached form will not be used for high cost data such as drawings, specifications, and technical manuals. N6833525F3003 - FINAL Page 14 of 55 Section F - Deliveries or Performance The Period of Performance of the following Firm items are as follows: 6000 09/18/2025 - 09/17/2026 7000 09/18/2025 - 09/17/2026 7001 09/18/2025 - 09/17/2026 The Period of Performance of the following Option items are as follows: 6100 09/18/2026 - 09/17/2027 6200 09/18/2027 - 09/17/2028 6300 09/18/2028 - 09/17/2029 6400 09/18/2029 - 09/17/2030 7100 09/18/2026 - 09/17/2027 7101 09/18/2026 - 09/17/2027 7200 09/18/2027 - 09/17/2028 7201 09/18/2027 - 09/17/2028 7300 09/18/2028 - 09/17/2029 7301 09/18/2028 - 09/17/2029 7400 09/18/2029 - 09/17/2030 7401 09/18/2029 - 09/17/2030 F-1 Task Order Options The Government may extend the term of this order by written notice to the Contractor within seven (7) days before the end of the current 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 end of the current period of performance. The preliminary notice does not commit the Government to an extension. If the Government exercises an option, the extended order shall be considered to include this option provision. The total duration of this order, including the exercise of any option under this clause, shall not exceed five (5) years and six (6) months. FAR 52.217-5 Evaluation of Options (Jul 1990) Except when it is determined in accordance with FAR 17.206(b) not to be in the Government’s best interests, the Government will evaluate offers for award purposes by adding the total price for all options to the total price for the basic requirement. Evaluation of options will not obligate the Government to exercise the options(s). N6833525F3003 - FINAL Page 15 of 55 (a) The contract shall commence on 18 September 2025 and shall continue for a period of twelve (12) months. However, the period of performance may be extended in accordance with the option provisions contained herein. (b) If FAR Clause 52.216-18, “Ordering”, is incorporated into this contract, then the period in which the Government can issue orders under the contract will be extended at the exercise of an option, and extended to the end of that option period. FTXT.211-9507 PERIOD OF PERFORMANCE (NAVAIR) (MAR 1999) (a) The contract shall commence on 18 September 2025 and shall continue five (5) years. However, the period of performance may be extended in accordance with the option provisions contained herein. (b) If FAR Clause 52.216-18, “Ordering”, is incorporated into this contract, then the period in which the Government can issue orders under the contract will be extended at the exercise of an option, and extended to the end of that option period. 5252.247-9505 TECHNICAL DATA AND INFORMATION (NAVAIR) (FEB 1995) Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit A, attached hereto, and the following: (a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below. Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423. (1) PCO, Code BL54000. (2) ACO, Code Not Applicable. (3) COR, Code BL33400. (b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO. (c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6. (d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above. (e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government. (f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection. (g) DD Form 1423, Block 14 Mailing Addresses: See DD Form 1423, Block 16.
N6833525F3003 - FINAL Page 16 of 55 N6833525F3003 - FINAL Page 17 of 55 Section G - Contract Administration Data Contracting Officer Representative: Stephanie Brown Phone: 732-674-0532 Email: [email protected] Accounting Data CLIN/SLIN PR Number Amount N6833525F3003 600001 130129007500001 LLA : AA 97X4930 NH2A 251 77777 0 050120 2F 000000 A00009455549 Standard Document #: BASE Funding: Cumulative Funding: TYPE OF CONTRACT: This is a Cost Plus Fixed-Fee Level of Effort TO. 252.201-7000 CONTRACTING OFFICER'S REPRESENTATIVE (DEC 1991) (a) "Definition. Contracting officer's representative" means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the contracting officer to perform specific technical or administrative functions. (b) If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the contracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract. 5252.201-9501 DESIGNATION OF CONTRACTING OFFICER’S REPRESENTATIVE (COR)(NAVAIR)(SEP 2012) - ALT I (a) The Contracting Officer has designated the following as an authorized Contracting Officer's Representatives (COR), Stephanie Brown, at time of Award to perform the following functions, duties, and/or responsibilities: Inspection of Services Inspection of Data Deliverables Coordination with DCMA for inspections. Review of invoices in WAWF to ensure charges are reasonable for work. Provide technical direction to the Contractor through the issuance of Technical Direction Letters (TDL’s) per NAVAIR clause TASK ORDER ADMINISTRATION G.2.1 CONTRACTING OFFICER (CO) Naval Air Warfare Center Aircraft Division Lakehurst ATTN: Kyle Perry Highway 547, Bldg. 120-207, ATTN: BL54000 Joint Base MDL, NJ 08733-508 5252.232-9510 PAYMENT OF FIXED FEE (NAVAIR) (OCT 2005) (a) The fixed fee, as specified in Section B of this contract, subject to any adjustment required by other provisions of this contract, will be paid in installments. The fixed fee will be paid not more frequently than bi-weekly based on the allowable cost. The amount of each such installment shall be in the same ratio to the total fixed fee as thenet direct hours expended during the installment period is to direct labor hours specified in the clause entitled "Level of Effort" or the dollars per hour (based on the fixed fee divided by the level of effort in hours. Payment shall be made in accordance with FAR Clauses 52.216-7, “Allowable Cost and Payment”, and 52.216-8, “Fixed Fee”. (b) In the event of termination of the work in accordance with the FAR Clause 52.232-22, “Limitation of Funds”, the fixed fee shall be redetermined by mutual agreement equitably to N6833525F3003 - FINAL Page 18 of 55 reflect the reduction of the work performed. The amount by which such fixed fee is less than or exceeds payments previously made on account of fee, shall be paid to (or repaid by) the contractor. (c) The balance of the fixed fee shall be payable in accordance with other clauses of this contract. (d) For indefinite delivery type contracts the terms of this clause apply to each delivery/task order there under. 5252.232-9524 ALLOTMENT OF FUNDS (NAVAIR) (OCT 2005) (a) This contract is incrementally funded with respect to both cost and fee. (b) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “FIXED FEE”, are as follows: ITEM(S) ALLOTTED TO FIXED FEE 6000 $819.41 (c) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I “LIMITATION OF FUNDS” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows: ITEM(S) ALLOTTED TO COST PERIOD OF PERFORMANCE 6000 $19,180.59 09/18/2025-09/17/2026 (d) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover. 5252.242-9511 CONTRACT ADMINISTRATION DATA (NAVAIR)(NOV 2017) (a) Contract Administration Office. (1) Contract administration functions (see FAR 42.302(a) and DFARS 242.302(a)) are assigned to: See the ADMINISTERED BY Block on the face page of the contract, modification or order. (b) Special Instructions (see FAR 42.202(b) and (c)): (1) The following contract administration functions are retained (see FAR 42.302(a) and DFARS 242.302(a)): Functions Retained Retained for Performance By: ALL N68335 (2) The following additional contract administration functions are assigned (see FAR 42.302(b)): Additional Functions Retained for Performance By: None None (c) Inquiries regarding payment should be referred to: MyInvoice through the Wide Area Workflow eBusiness Suite: 252.232-7006 Wide Area WorkFlow Payment Instructions (JAN 2023) (a) Definitions. As used in this clause— “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization. “Document type” means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF). “Local processing office (LPO)” is the office responsible for payment certification when payment certification is done external to the entitlement system. “Payment request” and “receiving report” are defined in the clause at 252.232-7003 , Electronic Submission of Payment Requests and Receiving Reports. (b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003 , Electronic Submission of Payment Requests and Receiving Reports. (c) WAWF access. To access WAWF, the Contractor shall— (1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and (2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site. (d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at (e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol. (f) WAWF payment instructions. The Contractor shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order: (1) Document type. The Contractor shall submit payment requests using the following document type(s): (i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher. (ii) For fixed price line items— (A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer. N6833525F3003 - FINAL Page 19 of 55 ____________________________________________________________ (B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the appli invoice and receiving report, as specified by the Contracting Officer. ____________________________________________________________ (iii) For customary progress payments based on costs incurred, submit a progress payment request. (iv) For performance based payments, submit a performance based payment request. (v) For commercial item financing, submit a commercial item financing request. (2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract. [Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice and receiving report in one step.] (3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system. *Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0338 Issue By DoDAAC N68335 Admin DoDAAC N68335 Inspect By DoDAAC N68335 Ship to Code N/A Ship From Code N/A Mark For Code N/A Service Approver (DoDAAC) N68335 Service Acceptor (DoDAAC) N68335 Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC N/A Other DoDAAC(s) N/A (4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contra financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable. (5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F. (g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity’s WAWF point of contact. [email protected] (2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed. PGI 204.7108 Payment instructions. (a) Scope. This section applies to contracts and orders that are funded by multiple accounting classification citations and – (1) Include deliverable line items or deliverable subline items (see FAR 4.1005-1) that are funded by multiple accounting classification citations; (2) Contain cost-reimbursement or time-and-materials/labor-hour line items; or \ (3) Authorize financing payments. (b) For contracts and orders covered by this subpart— (1) The contracting officer shall insert the table at (b)(2), or a link to the table at (b)(2) (https://www.acq.osd.mil/dpap/dars /pgi/pgi_htm /current/PGI204_71.htm#payment_instructio in Section G of the contract, or equivalent, including contracts with incrementally funded line items. When some, but not all, of the fixed price line items in a contract are subject to contract financing payments, the contracting officer shall clearly identify to which line items the payment clause(s) included in Section I apply. (2) The payment office shall allocate and record the amounts paid to the accounting classification citations in the contract using the table below based on the type of payment request submitted (see DFARS 252.232-7006) and the type of effort. \ GTXT-0001 PAYMENT INSTRUCTIONS (APR 2018) FOR GOVERNMENT USE ONLY Contract/Order Payment Clause Type of Payment Request Supply Service Construction Payment Office
N6833525F3003 - FINAL Page 20 of 55 Allocation Method 52.212-4 (Alt I), Contract Terms and Conditions - Commercial Items; 52.216-7, Allowable Cost and Payment; and 52.232-7, Payments under Time-and-Material and Labor-Hour Contracts Cost Voucher X X N/A Line item specific proration. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the deliverable line or deliverable subline item for which payment is requested. 52.232-1, Payments Navy Shipbuilding Invoice (Fixed Price) X N/A N/A Line Item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds. In the event of a deliverable line or deliverable subline item with two ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year. 52.232-1, Payments; 52.232-2, Payments under Fixed-Price Research and Development Contracts; 52.232-3, Payments under Personal Services Contracts; 52.232-4, Payments under Transportation Contracts and Transportation-Related Services Contracts; and 52.232-6, Payments under Communications Service Contracts with Common Carriers Invoice X X N/A Line Item Specific proration. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN on the deliverable line or deliverable subline item for which payment is requested. 52.232-5, Payments Under Fixed-Price Construction Contracts Construction Payment Invoice N/A N/A X Line Item specific by fiscal year. If there is more than one ACRN within a deliverable line or deliverable subline item, the funds will be allocated using the oldest funds. In the event of a deliverable line or deliverable subline item with two ACRNs with the same fiscal year, those amounts will be prorated to the available unliquidated funds for that year. 52.232-16, Progress Payments Progress Payment* X X N/A Contract-wide proration. Funds shall be allocated in the same proportion as the amount of funding currently unliquidated for each ACRN. Progress Payments are considered contract level financing, and the “contract price” shall reflect the fixed price portion of the contract per FAR 32.501-3. 52.232-29, Terms for Financing of Purchases of Commercial Items; 52.232-30, Installment Payments for Commercial Items Commercial Item Financing* X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.207(b)(2) and 32.1007(b)(2). 52.232-32, Performance-Based Payments Performance-Based Payments* X X N/A Specified in approved payment. The contracting officer shall specify the amount to be paid and the account(s) to be charged for each payment approval in accordance with FAR 32.207(b)(2) and 32.1007(b)(2). 252.232-7002, Progress Payments for Foreign Military Sales Acquisitions Progress Payment* X X N/A Allocate costs among line items and countries in a manner acceptable to the Administrative Contracting Officer. *Liquidation of Financing Payments. Liquidation will be applied by the payment office against those ACRNs which are identified by the payment instructions for the delivery payment and in keeping with the liquidation provision of the applicable contract financing clause (i.e., progress payment, performance-based payment, or commercial item financing). N6833525F3003 - FINAL Page 21 of 55 Section H - Special Contract Requirements Note: All provisions and clauses of Section H of the Basic Seaport-NxG Multiple Award Contract apply to this task order, unless otherwise specified in this TO, in addition to the following: FULLY BURDENED LABOR RATES TRIPWIRE AGREEMENT GTMR/SSI agrees not to invoice the Government in excess of the current NAVAIR fully burdened labor tripwire for any individual in any labor category associated with executing tasking on this TO. 5252.204-9505 SYSTEM AUTHORIZATION ACCESS REQUEST NAVY (SAAR-N) REQUIREMENTS FOR INFORMATION TECHNOLOGY(IT)(NAVAIR)(NOV 2017) (a) Contractor personnel assigned to perform work under this contract may require access to Navy Information Technology (IT) resources (e.g., computers, laptops, personal electronic devices/personal digital assistants (PEDs/PDAs), NMCI, RDT&E networks, websites such as MyNAVAIR, and Navy Web servers requiring Common Access Card (CAC) Public Key Infrastructure (PKI)). Contractor personnel (prime, subcontractor, consultants, and temporary employees) requiring access to Navy IT resources (including those personnel who previously signed SAAR DD Form 2875) shall submit a completed System Authorization Access Request Navy (SAAR-N), OPNAV 5239/14 (Jul 2008) form or latest version thereof, and have initiated the requisite background investigation (or provide proof of a current background investigation) prior to accessing any Navy IT resources. The form and instructions for processing the SAAR-N form are available at: https://navalforms.documentservices.dla.mil/formsDir/_OPNAV_5239_14_7631.pdf. Instruction Note: SAAR-N forms are required to be downloaded and then completed. The "E-MAIL SUBMIT" button on the SAAR-N form is not to be used. (b) SAAR-N forms will be submitted to the Government Sponsor or Technical Point of Contact (TPOC) via the contractor's Facility Security Officer (FSO). The designated SAAR-N Government Sponsor or TPCO for contractor employees requiring IT access, [fill-in name] shall be responsible for signing and processing the SAAR-N forms. For those contractors that do not have a FSO, SAAR-N forms shall be submitted directly to the designated SAAR-N Government Sponsor or TPOC. Copies of the approved SAAR-N forms may be obtained through the designated SAAR-N Government Sponsor or TPOC. Requests for access should be routed through the [email protected] mailbox. (c) In order to maintain access to Navy IT resources, the contractor shall ensure completion of initial and annual IA training, monitor expiration of requisite background investigations, and initiate re-investigations as required. If requested, the contractor shall provide to the designated SAAR-N Government Sponsor or TPOC documentation sufficient to prove that it is monitoring/tracking the SAAR-N requirements for its employees who are accessing Navy IT resources. For those contractor personnel not in compliance with the requirements of this clause, access to Navy IT resources will be denied/revoked. (d) The SAAR-N form remains valid throughout contractual performance, inclusive of performance extensions and option exercises where the contract number does not change. Contractor personnel are required to submit a new SAAR-N form only when they begin work on a new or different contract. 5252.209-9513 ORGANIZATIONAL CONFLICT OF INTEREST INSTRUCTIONS (SERVICES) (NAVAIR) N6833525F3003 - FINAL Page 22 of 55 (JUN 1993) (a) In accordance with FAR 9.507-1, the potential conflict of interest for this solicitation in the Contracting Officer's judgment would involve any prime contractor, subcontractor, co-sponsor, parties to a joint venture, consultant or other legal entity (1) who because of activities or relationships is unable to render impartial assistance or advice to the Government, or (2) whose objectivity in performing the contemplated contract work is or might otherwise be impaired, or (3) who has an unfair competitive advantage in regards to [insert description of weapons system involved and contractor activities that are suspect, i.e., drafting specifications, planning requirements etc.]. (b) This solicitation contains special provision clause in Section H entitled, "Organizational Conflicts of Interest", which is to appear in the awarded contract. (c) If the offeror has checked Block one of the NAVAIR 5252.209-9511, "Conflicts of Interest Representation" in Section K, indicating a potential conflict exists, the offeror shall in accordance with the 5252.209-9510, "Organizational Conflict of Interest" clause in Section H, disclose any and all information necessary to ascertain whether an organizational conflict of interest does exist, and if so, whether a waiver should be requested. (d) The offeror shall take all reasonable steps to obtain documentation of organizational conflicts of interest, and shall cooperate fully with the Government in resolving such issues expeditiously. (e) Along with responses to this solicitation, offerors must either (1) submit the following information concerning any existing or planned contracts with, or interests in, the suppliers and/or equipment identified in Attachment [enter attachment number]; or (2) state that to the best of the offeror's knowledge no such interest or contract exists: (1) a description of the conflict of interest (e.g., weapons systems supplier(s), corporate restructuring, first-tier subcontractor(s)) and identity of parties involved; (2) a description of the work to be performed; (3) the dollar amount; (4) the period of performance; and (5) a description of the contractor's internal controls and planned actions, to avoid any potential organizational conflict interest. (f) Documentation referred to above may be submitted in advance of proposal submission but must be submitted no later than the closing date for receipt of offers. (g) Disclosure of Potential Conflict of Interest by Offerors. (1) The offeror agrees to disclose, in writing and prior to the closing date for receipt of offers, any relevant facts pertaining to work previously performed or presently being performed by the offeror under private and Government contracts wherein the subject matter includes systems, components, technology, or services identical or similar to that encompassed by the proposed contract and which might give rise to the appearance of an organizational conflict of interest. Such disclosure should set forth all relevant facts including identification of contracts under which work was is being performed. (2) If any of the contracts identified pursuant to subparagraph (g)(1) contain an Organizational Conflict of Interest Provision, the offeror may request a waiver of that provision and propose contractual safeguards or job procedures to mitigate conflicting roles that might produce an Organizational Conflict of Interest. (3) Any documentation submitted pursuant to this subparagraph shall identify this procurement by IFB/RFP or other appropriate number as a reference and shall be forwarded to [provide the mailing address of the purchasing office] ATTN: Organizational Conflict of Interest Material N6833525F3003 - FINAL Page 23 of 55 (h) The Contracting Officer will determine whether such interests or contracts present potential organizational conflicts of interest which should preclude award to the offeror. 5252.211-9510 CONTRACTOR EMPLOYEES (NAVAIR)(MAY 2011) (a) In all situations where contractor personnel status is not obvious, all contractor personnel are required to identify themselves to avoid creating an impression to the public, agency officials, or Congress that such contractor personnel are Government officials. This can occur during meeting attendance, through written (letter or email) correspondence or verbal discussions (in person or telephonic), when making presentations, or in other situations where their contractor status is not obvious to third parties. This list is not exhaustive. Therefore, the contractor employee(s) shall: (1) Not by word or deed give the impression or appearance of being a Government employee; (2) Wear appropriate badges visible above the waist that identify them as contractor employees when in Government spaces, at a Government sponsored event, or an event outside normal work spaces in support of the contract/order; (3) Clearly identify themselves as contractor employees in telephone conversations and in all formal and informal writ and electronic correspondence. Identification shall include the name of the company for whom they work; (4) Identify themselves by name, their company name, if they are a subcontractor the name of the prime contractor the company is supporting, as well as the Government office they are supporting when participating in meetings, conferences, and other interactions in which all parties are not in daily contact with the individual contractor employee and (5) Be able to provide, when asked, the full number of the contract/order under which they are performing, and the nam of the Contracting Officer’s Representative. (b) If wearing a badge is a risk to safety and/or security, then an alternative means of identification maybe utilized if endorsed by the Contracting Officer’s Representative and approved by the Contracting Officer.(c) The Contracting Officer will make final determination of compliance with regulations with regard to proper identification of contractor employees. 5252.216-9512 PAPERLESS CONTRACTING (NAVAIR)(JUN 2009) (a) Orders and requests for proposals are hereby authorized to be issued by facsimile or by electronic commerce (including e-mail and paperless methods of delivery). Nothing in this contract should be read to prohibit these types of orders. In the event of a conflict with any other provision of this contract, this clause shall govern. (b) To the extent the terms "written", "mailed", or "physically delivered" appear in other provisions of this contract, these terms are hereby defined to explicitly include electronic commerce, email, or paperless delivery methods. 5252.227-9511 DISCLOSURE, USE AND PROTECTION OF PROPRIETARY INFORMATION (NAVAIR) (FEB 2009) (a) During the performance of this contract, the Government may use an independent services contractor (ISC), who is neither an agent nor employee of the Government. The ISC may be used to conduct reviews, evaluations, or independent verification and validations of technical documents submitted to the Government during performance. (b) The use of an ISC is solely for the convenience of the Government. The ISC has no obligation to the prime contractor. The prime contractor is required to provide full cooperation, working facilities and access to the ISC for the purposes stated in paragraph (a) above.
N6833525F3003 - FINAL Page 24 of 55 (c) Since the ISC is neither an employee nor agent of the Government, any findings, recommendations, analyses, or conclusions of such a contractor are not those of the Government. (d) The prime contractor acknowledges that the Government has the right to use ISCs as stated in paragraph (a) above. It is possible that under such an arrangement the ISC may require access to or the use of information (other than restricted cost or pricing data), which is proprietary to the prime contractor. (e) To protect any such proprietary information from disclosure or use, and to establish the respective rights and duties of both the ISC and prime contractor, the prime contractor agrees to enter into a direct agreement with any ISC as the Government requires. A properly executed copy (per FAR 9.505-4) of the agreement will be provided to the Procuring Contracting Officer. 5252.232-9509 TRAVEL APPROVAL AND REIMBURSEMENT PROCEDURES (NAVAIR)(OCT 2013) (a) General. Performance under this contract may require travel by Contractor personnel. If travel, domestic or overseas, is required, the Contractor is responsible for making all necessary arrangements for its personnel. These include but are not limited to: medical examinations, immunizations, passports/visas/etc., and security clearances. (b) Travel Approval Process. Prior approval is required for all travel under this contract. Travel shall be reviewed and approved/disapproved as follows: (1) The Contractor shall provide the Contracting Officer's Representative (COR) a written request for authorization to travel at least 30 days in advance of the required travel date, when possible. The request should include: purpose of travel, location, travel dates, number of individuals traveling, and all estimated costs associated with the travel (e.g., lodging, meals, transportation costs, incidental expenses, etc.). (2) The COR will review the travel request and provide, in writing, an approval or disapproval of the travel request to Contractor and the Procuring Contracting Officer. (c) Travel Policy. (1) Travel arrangements shall be planned in accordance with the Federal Travel regulations, prescribed by the General Services Administration for travel in the conterminous 48 United States, (hereinafter the FTR) and the Joint Travel Regulation, Volume 2, DoD Civilian Personnel, Appendix A, prescribed by the Department of Defense (herein after th JTR). (2) The Government will reimburse the Contractor for allowable travel costs incurred by the Contractor in performanc of the contract in accordance with FAR Subpart 31.2. (3) For purposes of reimbursement of travel expenses, the Contractor's official station is defined as within 50 miles of Contractor's regular work site.(If Contractor has more than one regular work site, the official station is defined as with 50 miles of each of its regular work sites.) (4) The Contractors documentation for the reimbursement of travel costs (e.g., receipts) shall be governed as set forth FAR Subpart 31.2, the FTR, and the JTR. (5) Car Rental for a team on temporary duty (TDY) at one site will be allowed provided that only one car is rented for every four (4) members of the TDY team. In the event that less than four (4) persons comprise the TDY team, car rent will be allowed if necessary to complete the mission required. (6) Whenever work assignments require TDY aboard a Government ship, the Contractor will be reimbursed at the per diem identified in the JTR. N6833525F3003 - FINAL Page 25 of 55 5252.237-9501 ADDITION OR SUBSTITUTION OF KEY PERSONNEL (SERVICES) (NAVAIR)(OCT 2005) (a) A requirement of this contract is to maintain stability of personnel proposed in order to provide quality services. The contractor agrees to assign only those key personnel whose resumes were submitted and approved, and who are necessary to fulfill the requirements of the effort. The contractor agrees to assign to any effort requiring non-key personnel only personnel who meet or exceed the applicable labor category descriptions. No substitution or addition of personnel shall be made except in accordance with this clause. (b) If personnel for whatever reason become unavailable for work under the contract for a continuous period exceeding thirty (30) working days, or are expected to devote substantially less effort to the work than indicated in the proposal, the contractor shall propose a substitution to such personnel, in accordance with paragraph (d) below. (c) The contractor agrees that during the first twelve (12) months of the contract, no key personnel substitutions or additions will be made unless necessitated by compelling reasons including, but not limited to: an individual’s illness, death, termination of employment, declining an offer of employment (for those individuals proposed as contingent hires), or family friendly leave. In such an event, the contractor must promptly provide the information required by paragraph (d) below to the Contracting Officer for approval prior to the substitution or addition of key personnel. (d) All proposed substitutions shall be submitted, in writing, to the Contracting Officer at least fifteen (15) days (thirty (30) days if a security clearance must be obtained) prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute, information regarding the full financial impact of the change, and any other information required by the Contracting Officer to approve or disapprove the proposed substitution. All proposed substitutes (no matter when they are proposed during the performance period) shall have qualifications that are equal to or higher than the qualifications of the person being replaced. (e) In the event a requirement to increase the specified level of effort for a designated labor category, but not the overall level of effort of the contract occurs, the offeror shall submit to the Contracting Officer a written request for approval to add personnel to the designated labor category. The information required is the same as that required in paragraph (d) above. The additional personnel shall have qualifications greater than or equal to at least one (1) of the individuals proposed for the designated labor category. (f) The Contracting Officer shall evaluate requests for substitution and addition of personnel and promptly notify the offeror, in writing, of whether the request is approved or disapproved. (g) If the Contracting Officer determines that suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable to perform under the contract is not reasonably forthcoming or that the resultant reduction of productive effort would impair the successful completion of the contract or the task order, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. Alternatively, at the Contracting Officer’s discretion, if the Contracting Officer finds the contractor to be at fault for the condition, he may equitably adjust (downward) the contract price or fixed fee to compensate the Government for any delay, loss or damage as a result of the contractor’s action. (h) Noncompliance with the provisions of this clause will be considered a material breach of the terms and conditions of the contract for which the Government may seek any and all appropriate remedies including Termination for Default pursuant to FAR Clause 52.249-6, Alt IV, “Termination (Cost-Reimbursement)". N6833525F3003 - FINAL Page 27 of 55 (i) It ? is, ? is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and (ii) It ? is, ? is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [ The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: . ] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation. [Contractor to sign and date and insert authorized signer's name and title.] 52.203-16 Preventing Personal Conflicts of Interest (JUN 2020) (a) Definitions. As used in this clause— Acquisition function closely associated with inherently governmental functions means supporting or providing advice or recommendations with regard to the following activities of a Federal agency: (1) Planning acquisitions. (2) Determining what supplies or services are to be acquired by the Government, including developing statements of work. (3) Developing or approving any contractual documents, to include documents defining requirements, incentive plans, and evaluation criteria. (4) Evaluating contract proposals (5) Awarding Government contracts. (6) Administering contracts (including ordering changes or giving technical direction in contract performance or contract quantities, evaluating contractor performance, and accepting or rejecting contractor products or services). (7) Terminating contracts. (8) Determining whether contract costs are reasonable, allocable, and allowable. Covered employee means an individual who performs an acquisition function closely associated with inherently governmental functions and is— (1) An employee of the contractor; or (2) A subcontractor that is a self-employed individual treated as a covered employee of the contractor because there is no employer to whom such an individual could submit the required disclosures. Non-public information means any Government or third-party information that- (1) Is exempt from disclosure under the Freedom of Information Act ( 5 U.S. C.552) or otherwise protected from disclosure by statute, Executive order, or regulation; or (2) Has not been disseminated to the general public and the Government has not yet determined whether the information can or will be made available to the public. Personal conflict of interest means a situation in which a covered employee has a financial interest, personal activity, or relationship that could impair the employee’s ability to act impartially and in the best interest of the Government when performing under the contract. (A de minimis interest that would not "impair the employee’s ability to act impartially and in the best interest of the Government" is not covered under this definition.) (1) Among the sources of personal conflicts of interest are- (i) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household; (ii) Other employment or financial relationships (including seeking or negotiating for prospective employment or business); and (iii) Gifts, including travel. (2) For example, financial interests referred to in paragraph (1) of this definition may arise from- (i) Compensation, including wages, salaries, commissions, professional fees, or fees for business referrals; (ii) Consulting relationships (including commercial and professional consulting and service arrangements, scientific and technical advisory board memberships, or serving as an expert witness in litigation); (iii) Services provided in exchange for honorariums or travel expense reimbursements; (iv) Research funding or other forms of research support; (v) Investment in the form of stock or bond ownership or partnership interest (excluding diversified mutual fund investments); (vi) Real estate investments; (vii) Patents, copyrights, and other intellectual property interests; or (viii) Business ownership and investment interests. (b) Requirements. The Contractor shall— (1) Have procedures in place to screen covered employees for potential personal conflicts of interest, by- (i) Obtaining and maintaining from each covered employee, when the employee is initially assigned to the task under the contract, a disclosure of interests that might be affected by the task to which the employee has been assigned, as follows: (A) Financial interests of the covered employee, of close family members, or of other members of the covered employee’s household. (B) Other employment or financial relationships of the covered employee (including seeking or negotiating for prospective employment or business). (C) Gifts, including travel; and
N6833525F3003 - FINAL Page 28 of 55 (ii) Requiring each covered employee to update the disclosure statement whenever the employee’s personal or financial circumstances change in such a way that a new personal conflict of interest might occur because of the task the covered employee is performing. (2) For each covered employee— (i) Prevent personal conflicts of interest, including not assigning or allowing a covered employee to perform any task under the contract for which the Contractor has identified a personal conflict of interest for the employee that the Contractor or employee cannot satisfactorily prevent or mitigate in consultation with the contracting agency; (ii) Prohibit use of non-public information accessed through performance of a Government contract for personal gain; and (iii) Obtain a signed non-disclosure agreement to prohibit disclosure of non-public information accessed through performance of a Government contract. (3) Inform covered employees of their obligation- (i) To disclose and prevent personal conflicts of interest; (ii) Not to use non-public information accessed through performance of a Government contract for personal gain; and (iii) To avoid even the appearance of personal conflicts of interest; (4) Maintain effective oversight to verify compliance with personal conflict-of-interest safeguards; (5) Take appropriate disciplinary action in the case of covered employees who fail to comply with policies established pursuant to this clause; and (6) Report to the Contracting Officer any personal conflict-of-interest violation by a covered employee as soon as it is identified. This report shall include a description of the violation and the proposed actions to be taken by the Contractor in response to the violation. Provide follow-up reports of corrective actions taken, as necessary. Personal conflict-of-interest violations include- (i) Failure by a covered employee to disclose a personal conflict of interest; (ii) Use by a covered employee of non-public information accessed through performance of a Government contract for personal gain; and (iii) Failure of a covered employee to comply with the terms of a non-disclosure agreement. (c) Mitigation or waiver. (1) In exceptional circumstances, if the Contractor cannot satisfactorily prevent a personal conflict of interest as required by paragraph (b)(2)(i) of this clause, the Contractor may submit a request through the Contracting Officer to the Head of the Contracting Activity for- (i) Agreement to a plan to mitigate the personal conflict of interest; or (ii) A waiver of the requirement. (2) The Contractor shall include in the request any proposed mitigation of the personal conflict of interest. (3) The Contractor shall- (i) Comply, and require compliance by the covered employee, with any conditions imposed by the Government as necessary to mitigate the personal conflict of interest; or (ii) Remove the Contractor employee or subcontractor employee from performance of the contract or terminate the applicable subcontract. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts— (1) That exceed the simplified acquisition threshold, as defined in Federal Acquisition Regulation 2.101 on the date of subcontract award; and (2) In which subcontractor employees will perform acquisition functions closely associated with inherently governmental functions (i.e., instead of performance only by a self-employed individual). 52.204-9 Personal Identity Verification of Contractor Personnel (JAN 2011) The Contractor shall comply with agency personal identity verification procedures identified in the contract that implement Homeland Security Presidential Directive-12 (HSPD-12), Office of Management and Budget (OMB) guidance M-05-24, and Federal Information Processing Standards Publication (FIPS PUB) Number 201. The Contractor shall account for all forms of Government- provided identification issued to the Contractor employees in connection with performance under this contract. The Contractor shall return such identification to the issuing agency at the earliest of any of the following, unless otherwise determined by the Government; When no longer needed for contract performance. Upon completion of the Contractor employee’s employment. Upon contract completion or termination. The Contracting Officer may delay final payment under a contract if the Contractor fails to comply with these requirements. The Contractor shall insert the substance of clause, including this paragraph (d), in all subcontracts when the subcontractor’s employees are required to have routine physical access to a Federally- controlled facility and/or routine access to a Federally-controlled information system. It shall be the responsibility of the prime Contractor to return such identification to the issuing agency in accordance with the terms set forth in paragraph (b) of this section, unless otherwise approved in writing by the Contracting Officer. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (NOV 2021) (a) Definitions. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). Covered foreign country means The People’s Republic of China. Covered telecommunications equipment or services means– (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Critical technology means– N6833525F3003 - FINAL Page 29 of 55 (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third-party audit. Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third-party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at https://dibnet.dod mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at https://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services. 52.204-27 Prohibition on a ByteDance Covered Application. (JUN 2023) (a) Definitions. As used in this clause— Covered application means the social networking service TikTok or any successor application or service developed or provided by ByteDance Limited or an entity owned by ByteDance Limited. Information technology, as defined in 40 U.S.C. 11101(6) (1) Means any equipment or interconnected system or subsystem of equipment, used in the automatic acquisition, storage, analysis, evaluation, manipulation, management, movement, control, display, sw interchange, transmission, or reception of data or information by the executive agency, if the equipment is used by the executive agency directly or is used by a contractor under a contract with the executive age requires the use— (i) Of that equipment; or (ii) Of that equipment to a significant extent in the performance of a service or the furnishing of a product; (2) Includes computers, ancillary equipment (including imaging peripherals, input, output, and storage devices necessary for security and surveillance), peripheral equipment designed to be controlled by the cen processing unit of a computer, software, firmware and similar procedures, services (including support services), and related resources; but (3) Does not include any equipment acquired by a Federal contractor incidental to a Federal contract. (b) Prohibition. Section 102 of Division R of the Consolidated Appropriations Act, 2023 (Pub. L. 117-328), the No TikTok on Government Devices Act, and its implementing guidance under Office of Management and Budget (OMB) Memorandum M-23-13, dated February 27, 2023, “No TikTok on Government Devices” Implementation Guidance, collectively prohibit the presence or use of a covered application on executive agency information technology, including certain equipment used by Federal contractors. The Contractor is prohibited from having or using a covered application on any information technology owned or managed by the Government, or on any information technology used or provided by the Contractor under this contract, including equipment provided by the Contractor’s employees; however, this prohibition does not apply if the Contracting Officer provides written notification to the Contractor that an exception has been granted in accordance with OMB Memorandum M-23-13. N6833525F3003 - FINAL Page 30 of 55 (c) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (c), in all subcontracts, including subcontracts for the acquisition of commercial products or commercial services. 52.216-1Type of Contract (APR 1984) The Government contemplates award of a Cost Plus Fixed Fee (CPFF) term type Task Order. This procurement will have one (1) year base period and four (4) one (1) year option periods. 52.217-8 Option to Extend Services (NOV 1999) The Government may require continued performance of any services within the limits and at the rates specified in the contract. These rates may be adjusted only as a result of revisions to prevailing labor rates provided by the Secretary of Labor. The option provision may be exercised more than once, but the total extension of performance hereunder shall not exceed 6 months. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days before the expiration of the current period of performance. 52.217-9 Option to Extend the Term of the Contract (MAR 2000) The Government may extend the term of this contract by written notice to the Contractor within 10 days of the expiration of the current period of performance; provided that the Government gives the Contractor a preliminary written notice of its intent to extend at least 60 days before the contract expires. The preliminary notice does not commit the Government to an extension. If the Government exercises this option, the extended contract shall be considered to include this option clause. The total duration of this contract, including the exercise of any options under this clause, shall not exceed 5 Years 6 Months. 52.222-41 Service Contract Labor Standards (AUG 2018) (a) Definitions. As used in this clause— Contractor, when this clause is used in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor." Service employee means any person engaged in the performance of this contract other than any person employed in a bona fide executive, administrative, or professional capacity, as these terms are defined in Part 541 of Title 29, Code of Federal Regulations, as revised. It includes all such persons regardless of any contractual relationship that may be alleged to exist between a Contractor or subcontractor and such persons. (b) Applicability. This contract is subject to the following provisions and to all other applicable provisions of 41 U.S.C. chapter 67, Service Contract Labor Standards, and regulations of the Secretary of Labor (29 CFR Part 4). This clause does not apply to contracts or subcontracts administratively exempted by the Secretary of Labor or exempted by 41 U.S.C. 6702, as interpreted in Subpart C of 29 CFR Part 4. (c) Compensation. (1) Each service employee employed in the performance of this contract by the Contractor or any subcontractor shall be paid not less than the minimum monetary wages and shall be furnished fringe benefits in accordance with the wages and fringe benefits determined by the Secretary of Labor, or authorized representative, as specified in any wage determination attached to this contract. (2) (i) If a wage determination is attached to this contract, the Contractor shall classify any class of service employee which is not listed therein and which is to be employed under the contract (i.e., the work to be performed is not performed by any classification listed in the wage determination) so as to provide a reasonable relationship (i.e., appropriate level of skill comparison) between such unlisted classifications and the classifications listed in the wage determination. Such conformed class of employees shall be paid the monetary wages and furnished the fringe benefits as are determined pursuant to the procedures in this paragraph (c). (ii) This conforming procedure shall be initiated by the Contractor prior to the performance of contract work by the unlisted class of employee. The Contractor shall submit Standard Form (SF) 1444, Request For Authorization of Additional Classification and Rate, to the Contracting Officer no later than 30 days after the unlisted class of employee performs any contract work. The Contracting Officer shall review the proposed classification and rate and promptly submit the completed SF 1444 (which must include information regarding the agreement or disagreement of the employees’ authorized representatives or the employees themselves together with the agency recommendation), and all pertinent information to the Wage and Hour Division, U.S. Department of Labor. The Wage and Hour Division will approve, modify, or disapprove the action or render a final determination in the event of disagreement within 30 days of receipt or will notify the Contracting Officer within 30 days of receipt that additional time is necessary. (iii) The final determination of the conformance action by the Wage and Hour Division shall be transmitted to the Contracting Officer who shall promptly notify the Contractor of the action taken. Each affected employee shall be furnished by the Contractor with a written copy of such determination or it shall be posted as a part of the wage determination. (iv) (A) The process of establishing wage and fringe benefit rates that bear a reasonable relationship to those listed in a wage determination cannot be reduced to any single formula. The approach used may vary from wage determination to wage determination depending on the circumstances. Standard wage and salary administration practices which rank various job classifications by pay grade pursuant to point schemes or other job factors may, for example, be relied upon. Guidance may also be obtained from the way different jobs are rated under Federal pay systems (Federal Wage Board Pay System and the General Schedule) or from other wage determinations issued in the same locality. Basic to the establishment of any conformable wage rate(s) is the concept that a pay relationship should be maintained between job classifications based on the skill required and the duties performed. (B) In the case of a contract modification, an exercise of an option, or extension of an existing contract, or in any other case where a Contractor succeeds a contract under which the classification in question was previously conformed pursuant to paragraph (c) of this clause, a new conformed wage rate and fringe benefits may be assigned to the conformed classification by indexing (i.e., adjusting) the previous conformed rate and fringe benefits by an amount equal to the average (mean) percentage increase (or decrease, where appropriate) between the wages and fringe benefits specified for all classifications to be used on the contract which are listed in the current wage determination, and those specified for the corresponding classifications in the previously applicable wage determination. Where conforming actions are accomplished in accordance with this paragraph prior to the performance of contract work by the unlisted class of employees, the Contractor shall advise the Contracting Officer of the action taken but the other procedures in subdivision (c)(2)(ii) of this clause need not be followed. (C) No employee engaged in performing work on this contract shall in any event be paid less than the currently applicable minimum wage specified under section 6(a)(1) of the Fair Labor Standards Act of1938, as amended. (v) The wage rate and fringe benefits finally determined under this paragraph (c)(2) of this clause shall be paid to all employees performing in the classification from the first day on which contract work is performed by them in the classification. Failure to pay the unlisted employees the compensation agreed upon by the interested parties and/or finally determined by the Wage and Hour Division retroactive to the date such class of employees commenced contract work shall be a violation of the Service Contract Labor Standards statute and this contract. (vi) Upon discovery of failure to comply with paragraph (c)(2) of this clause, the Wage and Hour Division shall make a final determination of conformed classification, wage rate, and/or fringe benefits which shall be retroactive to the date such class or classes of employees commenced contract work. (3) Adjustment of compensation. If the term of this contract is more than 1 year, the minimum monetary wages and fringe benefits required to be paid or furnished thereunder to service employees under this contract shall be subject to adjustment after 1 year and not less often than once every 2 years, under wage determinations issued by the Wage and Hour Division. (d) Obligation to furnish fringe benefits. The Contractor or subcontractor may discharge the obligation to furnish fringe benefits specified in the attachment or determined under paragraph (c)(2) of this clause by furnishing equivalent combinations of bona fide fringe benefits, or by making equivalent or differential cash payments, only in accordance with Subpart D of 29 CFR Part 4. (e) Minimum wage. In the absence of a minimum wage attachment for this contract, neither the Contractor nor any subcontractor under this contract shall pay any person performing work under this contract (regardless of whether the person is a service employee) less than the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of1938. Nothing in this clause shall relieve the Contractor or any subcontractor of any other obligation under law or contract for payment of a higher wage to any employee. (f) Successor contracts. If this contract succeeds a contract subject to the Service Contract Labor Standards statute under which substantially the same services were furnished in the same locality and service employees were paid wages and fringe benefits provided for in a collective bargaining agreement, in the absence of the minimum wage attachment for this contract setting forth such collectively bargained wage rates and fringe benefits, neither the Contractor nor any subcontractor under this contract shall pay any service employee performing any of the contract work (regardless of whether or not such employee was employed under the predecessor contract), less than the wages and fringe benefits provided for in such collective bargaining agreement, to which such employee would have been entitled if employed under the predecessor contract, including accrued wages and fringe benefits and any prospective increases in wages and fringe benefits provided for under such agreement. No Contractor or subcontractor under this contract may be relieved of the foregoing obligation unless the limitations of 29 CFR 4.1 b(b) apply or unless the Secretary of Labor or the Secretary’s authorized representative finds, after a hearing as provided in 29 CFR 4.10 that the wages and/or N6833525F3003 - FINAL Page 31 of 55 fringe benefits provided for in such agreement are substantially at variance with those which prevail for services of a character similar in the locality, or determines, as provided in 29 CFR 4.11, that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations. Where it is found in accordance with the review procedures provided in 29 CFR 4.10 and/or 4.11 and Parts6 and 8 that some or all of the wages and/or fringe benefits contained in a predecessor Contractor’s collective bargaining agreement are substantially at variance with those which prevail for services of a character similar in the locality, and/or that the collective bargaining agreement applicable to service employees employed under the predecessor contract was not entered into as a result of arm’s length negotiations, the Department will issue a new or revised wage determination setting forth the applicable wage rates and fringe benefits. Such determination shall be made part of the contract or subcontract, in accordance with the decision of the Administrator, the Administrative Law Judge, or the Administrative Review Board, as the case may be, irrespective of whether such issuance occurs prior to or after the award of a contract or subcontract (53 Comp. Gen. 401 (1973)). In the case of a wage determination issued solely as a result of a finding of substantial variance, such determination shall be effective as of the date of the final administrative decision. (g) Notification to employees. The Contractor and any subcontractor under this contract shall notify each service employee commencing work on this contract of the minimum monetary wage and any fringe benefits required to be paid pursuant to this contract, or shall post the wage determination attached to this contract. The poster provided by the Department of Labor (Publication WH 1313) shall be posted in a prominent and accessible place at the work site. Failure to comply with this requirement is a violation of 41 U.S.C. 6703 and of this contract. (h) Safe and sanitary working conditions. The Contractor or subcontractor shall not permit any part of the services called for by this contract to be performed in buildings or surroundings or under working conditions provided by or under the control or supervision of the Contractor or subcontractor which are unsanitary, hazardous, or dangerous to the health or safety of the service employees. The Contractor or subcontractor shall comply with the safety and health standards applied under 29 CFR Part 1925. (i) Records. (1) The Contractor and each subcontractor performing work subject to the Service Contract Labor Standards statute shall make and maintain for 3 years from the completion of the work, and make them available for inspection and transcription by authorized representatives of the Wage and Hour Division, a record of the following: (i) For each employee subject to the Service Contract Labor Standards statute- (A) Name and address and social security number; (B) Correct work classification or classifications, rate or rates of monetary wages paid and fringe benefits provided, rate or rates of payments in lieu of fringe benefits, and total daily and weekly compensation; (C) Daily and weekly hours worked by each employee; and (D) Any deductions, rebates, or refunds from the total daily or weekly compensation of each employee. (ii) For those classes of service employees not included in any wage determination attached to this contract, wage rates or fringe benefits determined by the interested parties or by the Administrator or authorized representative under the terms of paragraph (c) of this clause. A copy of the report required by subdivision (c)(2)(ii) of this clause will fulfill this requirement. (iii) Any list of the predecessor Contractor’s employees which had been furnished to the Contractor as prescribed by paragraph (n) of this clause. (2) The Contractor shall also make available a copy of this contract for inspection or transcription by authorized representatives of the Wage and Hour Division. (3) Failure to make and maintain or to make available these records for inspection and transcription shall be a violation of the regulations and this contract, and in the case of failure to produce these records, the Contracting Officer, upon direction of the Department of Labor and notification to the Contractor, shall take action to cause suspension of any further payment or advance of funds until the violation ceases. (4) The Contractor shall permit authorized representatives of the Wage and Hour Division to conduct interviews with employees at the work site during normal working hours. (j) Pay periods. The Contractor shall unconditionally pay to each employee subject to the Service Contract Labor Standards statute all wages due free and clear and without subsequent deduction (except as otherwise provided by law or regulations, 29 CFR Part 4), rebate, or kickback on any account. These payments shall be made no later than one pay period following the end of the regular pay period in which the wages were earned or accrued. A pay period under this statute may not be of any duration longer than semi-monthly. (k) Withholding of payments and termination of contract. The Contracting Officer shall withhold or cause to be withheld from the Government Prime Contractor under this or any other Government contract with the Prime Contractor such sums as an appropriate official of the Department of Labor requests or such sums as the Contracting Officer decides may be necessary to pay underpaid employees employed by the Contractor or subcontractor. In the event of failure to pay any employees subject to the Service Contract Labor Standards statute all or part of the wages or fringe benefits due under the Service Contract Labor Standards statute, the Contracting Officer may, after authorization or by direction of the Department of Labor and written notification to the Contractor, take action to cause suspension of any further payment or advance of funds until such violations have ceased. Additionally, any failure to comply with the requirements of this clause may be grounds for termination of the right to proceed with the contract work. In such event, the Government may enter into other contracts or arrangements for completion of the work, charging the Contractor in default with any additional cost. (l) Subcontracts. The Contractor agrees to insert this clause in all subcontracts subject to the Service Contract Labor Standards statute. (m) Collective bargaining agreements applicable to service employees. If wages to be paid or fringe benefits to be furnished any service employees employed by the Government Prime Contractor or any subcontractor under the contract are provided for in a collective bargaining agreement which is or will be effective during any period in which the contract is being performed, the Government Prime Contractor shall report such fact to the Contracting Officer, together with full information as to the application and accrual of such wages and fringe benefits, including any prospective increases, to service employees engaged in work on the contract, and a copy of the collective bargaining agreement. Such report shall be made upon commencing performance of the contract, in the case of collective bargaining agreements effective at such time, and in the case of such agreements or provisions or amendments thereof effective at a later time during the period of contract performance such agreements shall be reported promptly after negotiation thereof. (n) Seniority list. Not less than 10 days prior to completion of any contract being performed at a Federal facility where service employees may be retained in the performance of the succeeding contract and subject to a wage determination which contains vacation or other benefit provisions based upon length of service with a Contractor (predecessor) or successor (29 CFR 4.173), the incumbent Prime Contractor shall furnish the Contracting Officer a certified list of the names of all service employees on the Contractor’s or subcontractor’s payroll during the last month of contract performance. Such list shall also contain anniversary dates of employment on the contract either with the current or predecessor Contractors of each such service employee. The Contracting Officer shall turn over such list to the successor Contractor at the commencement of the succeeding contract. (o) Rulings and interpretations. Rulings and interpretations of the Service Contract Labor Standards statute are contained in Regulations, 29 CFR Part 4. (p) Contractor’s certification. (1) By entering into this contract, the Contractor (and officials thereof) certifies that neither it nor any person or firm who has a substantial interest in the Contractor’s firm is a person or firm ineligible to be awarded Government contracts by virtue of the sanctions imposed under 41 U.S.C. 6706. (2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract under 41 U.S.C. 6706. (3) The penalty for making false statements is prescribed in the U.S. Criminal Code, 18 U.S.C. 1001. (q) Variations, tolerances, and exemptions involving employment. Notwithstanding any of the provisions in paragraphs (b) through (o) of this clause, the following employees may be employed in accordance with the following variations, tolerances, and exemptions, which the Secretary of Labor, pursuant to 41 U.S.C. 6707 prior to its amendment by Pub.L.92-473, found to be necessary and proper in the public interest or to avoid serious impairment of the conduct of Government business: (1) Apprentices, student-learners, and workers whose earning capacity is impaired by age, physical or mental deficiency, or injury may be employed at wages lower than the minimum wages otherwise required by 41 U.S.C. 6703(1) without diminishing any fringe benefits or cash payments in lieu thereof required under 41 U.S.C. 6703(2), in accordance with the conditions and procedures prescribed for the employment of apprentices, student-learners, persons with disabilities, and disabled clients of work centers under section 14 of the Fair Labor Standards Act of 1938, in the regulations issued by the Administrator (29 CFR parts 520, 521, 524, and 525). (2) The Administrator will issue certificates under the statute for the employment of apprentices, student-learners, persons with disabilities, or disabled clients of work centers not subject to the Fair Labor Standards Act of 1938, or subject to different minimum rates of pay under the two statutes, authorizing appropriate rates of minimum wages (but without changing requirements concerning fringe benefits or supplementary cash payments in lieu thereof), applying procedures prescribed by the applicable regulations issued under the Fair Labor Standards Act of 1938 (29 CFR parts 520, 521, 524, and 525). (3) The Administrator will also withdraw, annul, or cancel such certificates in accordance with the regulations in 29 CFR parts 525 and 528. (r) Apprentices. Apprentices will be permitted to work at less than the predetermined rate for the work they perform when they are employed and individually registered in a bona fide apprenticeship program
N6833525F3003 - FINAL Page 32 of 55 registered with a State Apprenticeship Agency which is recognized by the U.S. Department of Labor, or if no such recognized agency exists in a State, under a program registered with the Office of Apprenticeship Training, Employer, and Labor Services (OATELS), U.S. Department of Labor. Any employee who is not registered as an apprentice in an approved program shall be paid the wage rate and fringe benefits contained in the applicable wage determination for the journeyman classification of work actually performed. The wage rates paid apprentices shall not be less than the wage rate for their level of progress set forth in the registered program, expressed as the appropriate percentage of the journeyman’s rate contained in the applicable wage determination. The allowable ratio of apprentices to journeymen employed on the contract work in any craft classification shall not be greater than the ratio permitted to the Contractor as to his entire work force under the registered program. (s) Tips. An employee engaged in an occupation in which the employee customarily and regularly receives more than $30 a month in tips may have the amount of these tips credited by the employer against the minimum wage required by 41 U.S.C. 6703(1), in accordance with section 3(m) of the Fair Labor Standards Act and Regulations, 29 CFR Part 531. However, the amount of credit shall not exceed $1.34 per hour beginning January 1,1981. To use this provision- (1) The employer must inform tipped employees about this tip credit allowance before the credit is utilized; (2) The employees must be allowed to retain all tips (individually or through a pooling arrangement and regardless of whether the employer elects to take a credit for tips received); (3) The employer must be able to show by records that the employee receives at least the applicable Service Contract Labor Standards minimum wage through the combination of direct wages and tip credit; and (4) The use of such tip credit must have been permitted under any predecessor collective bargaining agreement applicable by virtue of 41 U.S.C. 6707(c). (t) Disputes concerning labor standards. The U.S. Department of Labor has set forth in 29 CFR parts 4, 6, and 8 procedures for resolving disputes concerning labor standards requirements. Such disputes shall be resolved in accordance with those procedures and not the Disputes clause of this contract. Disputes within the meaning of this clause include disputes between the Contractor (or any of its subcontractors) and the contracting agency, the U.S. Department of Labor, or the employees or their representatives. This clause applies to both contracts subject to area prevailing wage determinations and contracts subject to collective bargaining agreements. (b) The Contractor warrants that the prices in this contract do not include any allowance for any contingency to cover increased costs for which adjustment is provided under this clause. (c) The wage determination, issued under the Service Contract Labor Standards statute, (41 U.S.C. chapter 67), by the Administrator, Wage and Hour Division, U.S. Department of Labor, current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply to this contract. If no such determination has been made applicable to this contract, then the Federal minimum wage as established by section 6(a)(1) of the Fair Labor Standards Act of1938, as amended, (29 U.S.C. 206) current on the anniversary date of a multiple year contract or the beginning of each renewal option period, shall apply to this contract. (d) The contract price, contract unit price labor rates, or fixed hourly labor rates will be adjusted to reflect the Contractor’s actual increase or decrease in applicable wages and fringe benefits to the extent that the increase is made to comply with or the decrease is voluntarily made by the Contractor as a result of: (1) The Department of Labor wage determination applicable on the anniversary date of the multiple year contract, or at the beginning of the renewal option period. For example, the prior year wage determin required a minimum wage rate of $4.00 per hour. The Contractor chose to pay $4.10. The new wage determination increases the minimum rate to $4.50 per hour. Even if the Contractor voluntarily increases the rate $4.75 per hour, the allowable price adjustment is $.40 per hour; (2) An increased or decreased wage determination otherwise applied to the contract by operation of law; or (3) An amendment to the Fair Labor Standards Act of1938 that is enacted after award of this contract, affects the minimum wage, and becomes applicable to this contract under law. (e) Any adjustment will be limited to increases or decreases in wages and fringe benefits as described in paragraph (d) of this clause, and the accompanying increases or decreases in social security and unemployment taxes and workers’ compensation insurance, but shall not otherwise include any amount for general and administrative costs, overhead, or profit. (f) The Contractor shall notify the Contracting Officer of any increase claimed under this clause within 30 days after receiving a new wage determination unless this notification period is extended in writing by the Contracting Officer. The Contractor shall promptly notify the Contracting Officer of any decrease under this clause, but nothing in the clause shall preclude the Government from asserting a claim within the period permitted by law. The notice shall contain a statement of the amount claimed and the change in fixed hourly rates (if this is a time-and-materials or labor-hour contract), and any relevant supporting data, including payroll records, that the Contracting Officer may reasonably require. Upon agreement of the parties, the contract price, contract unit price labor rates, or fixed hourly rates shall be modified in writing. The Contractor shall continue performance pending agreement on or determination of any such adjustment and its effective date. (g) The Contracting Officer or an authorized representative shall have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor until the expiration of 3 years after final payment under the contract. (a) Recompetition of service contracts may in some cases result in lowering the compensation (salaries and fringe benefits) paid or furnished professional employees. This lowering can be detrimental in obtaining the quality of professional services needed for adequate contract performance. It is therefore in the Government’s best interest that professional employees, as defined in 29 CFR 541, be properly and fairly compensated. As part of their proposals, offerors will submit a total compensation plan setting forth salaries and fringe benefits proposed for the professional employees who will work under the contract. The Government will evaluate the plan to assure that it reflects a sound management approach and understanding of the contract requirements. This evaluation will include an assessment of the offeror’s ability to provide uninterrupted high-quality work. The professional compensation proposed will be considered in terms of its impact upon recruiting and retention, its realism, and its consistency with a total plan for compensation. Supporting information will include data, such as recognized national and regional compensation surveys and studies of professional, public and private organizations, used in establishing the total compensation structure (b) The compensation levels proposed should reflect a clear understanding of work to be performed and should indicate the capability of the proposed compensation structure to obtain and keep suitably qualified personnel to meet mission objectives. The salary rates or ranges must take into account differences in skills, the complexity of various disciplines, and professional job difficulty. Additionally, proposals envisioning compensation levels lower than those of predecessor contractors for the same work will be evaluated on the basis of maintaining program continuity, uninterrupted high-quality work, and availability of required competent professional service employees. Offerors are cautioned that lowered compensation for essentially the same professional work may indicate lack of sound management judgment and lack of understanding of the requirement. (c) The Government is concerned with the quality and stability of the work force to be employed on this contract. Professional compensation that is unrealistically low or not in reasonable relationship to the various job categories, since it may impair the Contractor’s ability to attract and retain competent professional service employees, may be viewed as evidence of failure to comprehend the complexity of the contract requirements. (d) Failure to comply with these provisions may constitute sufficient cause to justify rejection of a proposal. 52.222-50 Combating Trafficking In Persons (NOV2021) (a) Definitions. As used in this clause- Agent means any individual, including a director, an officer, an employee, or an independent contractor, authorized to act on behalf of the organization. Coercion means- (1) Threats of serious harm to or physical restraint against any person; (2) Any scheme, plan, or pattern intended to cause a person to believe that failure to perform an act would result in serious harm to or physical restraint against any person; or (3) The abuse or threatened abuse of the legal process. Commercial sex act means any sex act on account of which anything of value is given to or received by any person. Commercially available off-the-shelf (COTS) item — (1) Means any item of supply (including construction material) that i s— (i) A commercial product (as defined in paragraph (1) of the definition of “commercial product” at Federal Acquisition Regulation (FAR) 2.101; (ii) Sold in substantial quantities in the commercial marketplace; and (iii) Offered to the Government, under a contract or subcontract at any tier, without modification, in the same form in which it is sold in the commercial marketplace; and 52.222-43 Fair Labor Standards Act and Service Contract Labor Standards-Price Adjustment (Multiple Year and Option Contracts) (AUG 2018) 52.222-46 Evaluation of Compensation for Professional Employees. N6833525F3003 - FINAL Page 33 of 55 (2) Does not include bulk cargo, as defined in 46 U.S.C. 40102(4), such as agricultural products and petroleum products. Debt bondage means the status or condition of a debtor arising from a pledge by the debtor of his or her personal services or of those of a person under his or her control as a security for debt, if the value of those services as reasonably assessed is not applied toward the liquidation of the debt or the length and nature of those services are not respectively limited and defined. Employee means an employee of the Contractor directly engaged in the performance of work under the contract who has other than a minimal impact or involvement in contract performance. Forced Labor means knowingly providing or obtaining the labor or services of a person- (1) By threats of serious harm to, or physical restraint against, that person or another person; (2) By means of any scheme, plan, or pattern intended to cause the person to believe that, if the person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint; or (3) By means of the abuse or threatened abuse of law or the legal process. Involuntary servitude includes a condition of servitude induced by means of- (1) Any scheme, plan, or pattern intended to cause a person to believe that, if the person did not enter into or continue in such conditions, that person or another person would suffer serious harm or physical restraint; or (2) The abuse or threatened abuse of the legal process. Recruitment fees means fees of any type, including charges, costs, assessments, or other financial obligations, that are associated with the recruiting process, regardless of the time, manner, or location of imposition or collection of the fee. (1) Recruitment fees include, but are not limited to, the following fees (when they are associated with the recruiting process) for- (i) Soliciting, identifying, considering, interviewing, referring, retaining, transferring, selecting, training, providing orientation to, skills testing, recommending, or placing employees or potential employees; (ii) Advertising (iii) Obtaining permanent or temporary labor certification, including any associated fees; (iv) Processing applications and petitions; (v) Acquiring visas, including any associated fees; (vi) Acquiring photographs and identity or immigration documents, such as passports, including any associated fees; (vii) Accessing the job opportunity, including required medical examinations and immunizations; background, reference, and security clearance checks and examinations; and additional certifications; (viii) An employer's recruiters, agents or attorneys, or other notary or legal fees; (ix) Language interpretation or translation, arranging for or accompanying on travel, or providing other advice to employees or potential employees; (x) Government-mandated fees, such as border crossing fees, levies, or worker welfare funds; (xi) Transportation and subsistence costs- (A) While in transit, including, but not limited to, airfare or costs of other modes of transportation, terminal fees, and travel taxes associated with travel from the country of origin to the country of performance and the return journey upon the end of employment; and (B) From the airport or disembarkation point to the worksite; N6833525F3003 - FINAL Page 34 of 55 (xii) Security deposits, bonds, and insurance; and (xiii) Equipment charges. (2) A recruitment fee, as described in the introductory text of this definition, is a recruitment fee, regardless of whether the payment is- (i) Paid in property or money; (ii) Deducted from wages; (iii) Paid back in wage or benefit concessions; (iv) Paid back as a kickback, bribe, in-kind payment, free labor, tip, or tribute; or (v) Collected by an employer or a third party, whether licensed or unlicensed, including, but not limited to- (A) Agents; (B) Labor brokers; (C) Recruiters; (D) Staffing firms (including private employment and placement firms); (E) Subsidiaries/affiliates of the employer; (F) Any agent or employee of such entities; and (G) Subcontractors at all tiers. Severe forms of trafficking in persons means- (1) Sex trafficking in which a commercial sex act is induced by force, fraud, or coercion, or in which the person induced to perform such act has not attained 18 years of age; or (2) The recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. "Sex trafficking" means the recruitment, harboring, transportation, provision, or obtaining of a person for the purpose of a commercial sex act. Subcontract means any contract entered into by a subcontractor to furnish supplies or services for performance of a prime contract or a subcontract. Subcontractor means any supplier, distributor, vendor, or firm that furnishes supplies or services to or for a prime contractor or another subcontractor. United States means the 50 States, the District of Columbia, and outlying areas. (b) Policy. The United States Government has adopted a policy prohibiting trafficking in persons including the trafficking-related activities of this clause. Contractors, contractor employees, and their agents shall not- (1) Engage in severe forms of trafficking in persons during the period of performance of the contract; (2) Procure commercial sex acts during the period of performance of the contract; (3) Use forced labor in the performance of the contract; (4) Destroy, conceal, confiscate, or otherwise deny access by an employee to the employee’s identity or immigration documents, such as passports or drivers' licenses, regardless of issuing authority; (5) (i) Use misleading or fraudulent practices during the recruitment of employees or offering of employment, such as failing to disclose, in a format and language understood by the employee or potential employee, basic information or making material misrepresentations during the recruitment of employees regarding the key terms and conditions of employment, including wages and fringe benefits, the location of work, the living conditions, housing and associated costs (if employer or agent provided or arranged), any significant costs to be charged to the employee or potential employee, and, if applicable, the hazardous nature of the work; (ii) Use recruiters that do not comply with local labor laws of the country in which the recruiting takes place; (6) Charge employees or potential employees recruitment fees; (7) (i) Fail to provide return transportation or pay for the cost of return transportation upon the end of employment- (A) For an employee who is not a national of the country in which the work is taking place and who was brought into that country for the purpose of working on a U.S. Government contract or subcontract (for portions of contracts performed outside the United States); or (B) For an employee who is not a United States national and who was brought into the United States for the purpose of working on a U.S. Government contract or subcontract, if the payment of such costs is required under existing temporary worker programs or pursuant to a written agreement with the employee (for portions of contracts performed inside the United States); except that- (ii) The requirements of paragraphs (b)(7)(i) of this clause shall not apply to an employee who is- (A) Legally permitted to remain in the country of employment and who chooses to do so; or (B) Exempted by an authorized official of the contracting agency from the requirement to provide return transportation or pay for the cost of return transportation; (iii) The requirements of paragraph (b)(7)(i) of this clause are modified for a victim of trafficking in persons who is seeking victim services or legal redress in the country of employment, or for a witness in an enforcement action related to trafficking in persons. The contractor shall provide the return transportation or pay the cost of return transportation in a way that does not obstruct the victim services, legal redress, or witness activity. For example, the contractor shall not only offer return transportation to a witness at a time when the witness is still needed to testify. This paragraph does not apply when the exemptions at paragraph (b)(7)(ii) of this clause apply. (8) Provide or arrange housing that fails to meet the host country housing and safety standards; or (9) If required by law or contract, fail to provide an employment contract, recruitment agreement, or other required work document in writing. Such written work document shall be in a language the employee understands. If the employee must relocate to perform the work, the work document shall be provided to the employee at least five days prior to the employee relocating. The employee’s work document shall include, but is not limited to, details about work description, wages, prohibition on charging recruitment fees, work location(s), living accommodations and associated costs, time off, roundtrip transportation arrangements, grievance process, and the content of applicable laws and regulations that prohibit trafficking in persons. (c) Contractor requirements. The Contractor shall- (1) Notify its employees and agents of- (i) The United States Government's policy prohibiting trafficking in persons, described in paragraph (b) of this clause; and (ii) The actions that will be taken against employees or agents for violations of this policy. Such actions for employees may include, but are not limited to, removal from the contract, reduction in benefits, or termination of employment; and N6833525F3003 - FINAL Page 35 of 55 (2) Take appropriate action, up to and including termination, against employees, agents, or subcontractors that violate the policy in paragraph (b) of this clause. (d) Notification. (1) The Contractor shall inform the Contracting Officer and the agency Inspector General immediately of- (i) Any credible information it receives from any source (including host country law enforcement) that alleges a Contractor employee, subcontractor, subcontractor employee, or their agent has engaged in conduct that violates the policy in paragraph (b) of this clause (see also 18 U.S.C. 1351, Fraud in Foreign Labor Contracting, and 52.203-13(b)(3)(i)(A), if that clause is included in the solicitation or contract, which requires disclosure to the agency Office of the Inspector General when the Contractor has credible evidence of fraud); and (ii) Any actions taken against a Contractor employee, subcontractor, subcontractor employee, or their agent pursuant to this clause. (2) If the allegation may be associated with more than one contract, the Contractor shall inform the contracting officer for the contract with the highest dollar value. (e) Remedies. In addition to other remedies available to the Government, the Contractor’s failure to comply with the requirements of paragraphs (c), (d), (g), (h), or (i) of this clause may result in- (1) Requiring the Contractor to remove a Contractor employee or employees from the performance of the contract; (2) Requiring the Contractor to terminate a subcontract; (3) Suspension of contract payments until the Contractor has taken appropriate remedial action; (4) Loss of award fee, consistent with the award fee plan, for the performance period in which the Government determined Contractor non-compliance; (5) Declining to exercise available options under the contract; (6) Termination of the contract for default or cause, in accordance with the termination clause of this contract; or (7) Suspension or debarment. (f) Mitigating and aggravating factors. When determining remedies, the Contracting Officer may consider the following: (1) Mitigating factors. The Contractor had a Trafficking in Persons compliance plan or an awareness program at the time of the violation, was in compliance with the plan, and has taken appropriate remedial actions for the violation, that may include reparation to victims for such violations. (2) Aggravating factors. The Contractor failed to abate an alleged violation or enforce the requirements of a compliance plan, when directed by the Contracting Officer to do so. (g) Full cooperation. (1) The Contractor shall, at a minimum- (i) Disclose to the agency Inspector General information sufficient to identify the nature and extent of an offense and the individuals responsible for the conduct; (ii) Provide timely and complete responses to Government auditors' and investigators' requests for documents; (iii) Cooperate fully in providing reasonable access to its facilities and staff (both inside and outside the U.S.) to allow contracting agencies and other responsible Federal agencies to conduct audits, investigations, or other actions to ascertain compliance with the Trafficking Victims Protection Act of 2000 ( 22 U.S.C. chapter 78), E.O. 13627, or any other applicable law or regulation establishing restrictions on trafficking in persons, the procurement of commercial sex acts, or the use of forced labor; and (iv) Protect all employees suspected of being victims of or witnesses to prohibited activities, prior to returning to the country from which the employee was recruited, and shall not prevent or hinder the ability of these employees from cooperating fully with Government authorities. (2) The requirement for full cooperation does not foreclose any Contractor rights arising in law, the FAR, or the terms of the contract. It does not- (i) Require the Contractor to waive its attorney-client privilege or the protections afforded by the attorney work product doctrine; (ii) Require any officer, director, owner, employee, or agent of the Contractor, including a sole proprietor, to waive his or her attorney client privilege or Fifth Amendment rights; or (iii) Restrict the Contractor from- (A) Conducting an internal investigation; or (B) Defending a proceeding or dispute arising under the contract or related to a potential or disclosed violation. (h) Compliance plan. (1) This paragraph (h) applies to any portion of the contract that- (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (ii) Has an estimated value that exceeds $550,000. (2) The Contractor shall maintain a compliance plan during the performance of the contract that is appropriate- (i) To the size and complexity of the contract; and (ii) To the nature and scope of the activities to be performed for the Government, including the number of non-United States citizens expected to be employed and the risk that the contract or subcontract will involve services or supplies susceptible to trafficking in persons. (3) Minimum requirements. The compliance plan must include, at a minimum, the following: (i) An awareness program to inform contractor employees about the Government’s policy prohibiting trafficking-related activities described in paragraph (b) of this clause, the activities prohibited, and the actions that will be taken against the employee for violations. Additional information about Trafficking in Persons and examples of awareness programs can be found at the website for the Department of State’s Office to Monitor and Combat Trafficking in Persons at http://www.state.gov/j/tip/. (ii) A process for employees to report, without fear of retaliation, activity inconsistent with the policy prohibiting trafficking in persons, including a means to make available to all employees the hotline phone number of the Global Human Trafficking Hotline at 1-844-888-FREE and its email address at [email protected]. (iii) A recruitment and wage plan that only permits the use of recruitment companies with trained employees, prohibits charging recruitment fees to the employees or potential employees and ensures that wages meet applicable host-country legal requirements or explains any variance. (iv) A housing plan, if the Contractor or subcontractor intends to provide or arrange housing, that ensures that the housing meets host-country housing and safety standards. (v) Procedures to prevent agents and subcontractors at any tier and at any dollar value from engaging in trafficking in persons (including activities in paragraph (b) of this clause) and to monitor, detect, and terminate any agents, subcontracts, or subcontractor employees that have engaged in such activities. (4) Posting. (i) The Contractor shall post the relevant contents of the compliance plan, no later than the initiation of contract performance, at the workplace (unless the work is to be performed in the field or not in a fixed location) and on the Contractor's Web site (if one is maintained). If posting at the workplace or on the Web site is impracticable, the Contractor shall provide the relevant contents of the compliance plan to each worker in writing. (ii) The Contractor shall provide the compliance plan to the Contracting Officer upon request. (5) Certification. Annually after receiving an award, the Contractor shall submit a certification to the Contracting Officer that- (i) It has implemented a compliance plan to prevent any prohibited activities identified at paragraph (b) of this clause and to monitor, detect, and terminate any agent, subcontract or subcontractor employee engaging in prohibited activities; and (ii) After having conducted due diligence, either- (A) To the best of the Contractor's knowledge and belief, neither it nor any of its agents, subcontractors, or their agents is engaged in any such activities; or
N6833525F3003 - FINAL Page 36 of 55 (B) If abuses relating to any of the prohibited activities identified in paragraph (b) of this clause have been found, the Contractor or subcontractor has taken the appropriate remedial and referral actions. (i) Subcontracts. (1) The Contractor shall include the substance of this clause, including this paragraph (i), in all subcontracts and in all contracts with agents. The requirements in paragraph (h) of this clause apply only to any portion of the subcontract that- (i) Is for supplies, other than commercially available off-the-shelf items, acquired outside the United States, or services to be performed outside the United States; and (ii) Has an estimated value that exceeds $550,000. (2) If any subcontractor is required by this clause to submit a certification, the Contractor shall require submission prior to the award of the subcontract and annually thereafter. The certification shall cover the items in paragraph (h)(5) of this clause. 52.225-13-- Restriction on Certain Foreign Purchases (FEB 2021) (a) Except as authorized by the Office of Foreign Assets Control (OFAC) in the Department of the Treasury, the Contractor shall not acquire, for use in the performance of this contract, any supplies or services if any proclamation, Executive order, or statute administered by OFAC, or if OFAC’s implementing regulations at 31 CFR ChapterV, would prohibit such a transaction by a person subject to the jurisdiction of the United States. (b) Except as authorized by OFAC, most transactions involving Cuba, Iran, and Sudan are prohibited, as are most imports from Burma or North Korea, into the United States or its outlying areas. Lists of entities and individuals subject to economic sanctions are included in OFAC’s List of Specially Designated Nationals and Blocked Persons at https://home.treasury.gov/policy-issues/financial-sanctions/specially-designated- nationals-and-blocked-persons-list-sdn-human-readable-lists. More information about these restrictions, as well as updates, is available in the OFAC’s regulations at 31 CFR ChapterV and/or on OFAC’s website at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information. (c) The Contractor shall insert this clause, including this paragraph (c), in all subcontracts. 52.232-39– Unenforceability of Unauthorized Obligations (JUN 2013) Except as stated in paragraph (b) of this clause, when any supply or service acquired under this contract is subject to any End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement , that includes any clause requiring the Government to indemnify the Contractor or any person or entity for damages, costs, fees, or any other loss or liability that would create an Anti-Deficiency Act violation (31 U.S.C. 1341), the following shall govern: Any such clause is unenforceable against the Government. Neither the Government nor any Government authorized end user shall be deemed to have agreed to such clause by virtue of it appearing in the EULA, TOS, or similar legal instrument or agreement. If the EULA, T OS, or similar legal instrument or agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such clause. Any such clause is deemed to be stricken from the EULA, TOS, or similar legal instrument or agreement. Paragraph (a) of this clause does not apply to indemnification by the Government that is expressly authorized by statute and specifically authorized under applicable agency regulation and procedures. 52.240-1 -- Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities (NOV 2024) (a) Definitions. As used in this clause— American Security Drone Act-covered foreign entity means an entity included on a list developed and maintained by the Federal Acquisition Security Council (FASC) and published in the System for Award Management (SAM) at https://www.sam.gov (section 1822 of the National Defense Authorization Act for Fiscal Year 2024, Pub. L. 118-31, 41 U.S.C. 3901 note prec.). FASC-prohibited unmanned aircraft system means an unmanned aircraft system manufactured or assembled by an American Security Drone Act-covered foreign entity. Unmanned aircraft means an aircraft that is operated without the possibility of direct human intervention from within or on the aircraft ( 49 U.S.C. 44801(11)). Unmanned aircraft system means an unmanned aircraft and associated elements (including communication links and the components that control the unmanned aircraft) that are required for the operator to operate safely and efficiently in the national airspace system ( 49 U.S.C. 44801(12)). (b) Prohibition. The Contractor is prohibited from— (1) Delivering any FASC-prohibited unmanned aircraft system, which includes unmanned aircraft (i.e., drones) and associated elements (sections 1823 and 1826 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.); (2) On or after December 22, 2025, operating a FASC-prohibited unmanned aircraft system in the performance of the contract (section 1824 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.); and (3) On or after December 22, 2025, using Federal funds for the procurement or operation of a FASC-prohibited unmanned aircraft system (section 1825 of Pub. L. 118-31, 41 U.S.C. 3901 note prec.). (c) Procedures. The Contractor shall search SAM at https://www.sam.gov for the FASC-maintained list of American Security Drone Act-covered foreign entities prior to proposing, or using in performance of the contract, any unmanned aircraft system. Additionally, the Contractor shall ensure any effort or expenditure associated with a FASC-prohibited unmanned aircraft system is consistent with a corresponding exemption, exception, or waiver determination expressly stated in the contract. (d) Exemptions, exceptions, and waivers. The prohibitions in this clause do not apply where the agency has determined an exemption, exception, or waiver applies and the contract indicates that such a determination has been made. [See sections 1823 through 1825 and 1832 of Public Law 118-31 ( 41 U.S.C. 3901 note prec.) for statutory requirements pertaining to exemptions, exceptions, and waivers.]. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services. 52.244-2 -- Subcontracts (JUN 2020) (a) Definitions. As used in this clause- "Approved purchasing system" means a Contractor’s purchasing system that has been reviewed and approved in accordance with part 44 of the Federal Acquisition Regulation (FAR). "Consent to subcontract" means the Contracting Officer’s written consent for the Contractor to enter into a particular subcontract. Subcontract means any contract, as defined in FAR subpart 2.1, entered into by a subcontractor to furnish supplies or services for performance of the prime contract or a subcontract. It includes, but is not limited to, purchase orders, and changes and modifications to purchase orders. (b) When this clause is included in a fixed-price type contract, consent to subcontract is required only on unpriced contract actions (including unpriced modifications or unpriced delivery orders), and only if required in accordance with paragraph (c) or (d) of this clause. (c) If the Contractor does not have an approved purchasing system, consent to subcontract is required for any subcontract that- (1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or (2) Is fixed-price and exceeds- (i) For a contract awarded by the Department of Defense, the Coast Guard, or the National Aeronautics and Space Administration, the greater of the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract; or (ii) For a contract awarded by a civilian agency other than the Coast Guard and the National Aeronautics and Space Administration, either the simplified acquisition threshold, as defined in FAR 2.101 on the date of subcontract award, or 5 percent of the total estimated cost of the contract. N6833525F3003 - FINAL Page 37 of 55 (d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: ________________________________________________________________________________ (e) (1) The Contractor shall notify the Contracting Officer reasonably in advance of placing any subcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) of this clause, including the following information: (i) A description of the supplies or services to be subcontracted. (ii) Identification of the type of subcontract to be used. (iii) Identification of the proposed subcontractor. (iv) The proposed subcontract price. (v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions. (vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standards when such data are required by other provisions of this contract. (vii) A negotiation memorandum reflecting- (A) The principal elements of the subcontract price negotiations; (B) The most significant considerations controlling establishment of initial or revised prices; (C) The reason certified cost or pricing data were or were not required; (D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost or pricing data in determining the price objective and in negotiating the final price; (E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost or pricing data were not accurate, complete, or current; the action taken by the Contractor and the subcontractor; and the effect of any such defective data on the total price negotiated; (F) The reasons for any significant difference between the Contractor’s price objective and the price negotiated; and (G) A complete explanation of the incentive fee or profit plan when incentives are used. The explanation shall identify each critical performance element, management decisions used to quantify each incentive element, reasons for the incentives, and a summary of all trade-off possibilities considered. (2) The Contractor is not required to notify the Contracting Officer in advance of entering into any subcontract for which consent is not required under paragraph (b), (c), or (d) of this clause. (f) Unless the consent or approval specifically provides otherwise, neither consent by the Contracting Officer to any subcontract nor approval of the Contractor’s purchasing system shall constitute a determination- (1) Of the acceptability of any subcontract terms or conditions; (2) Of the allowability of any cost under this contract; or (3) To relieve the Contractor of any responsibility for performing this contract. (g) No subcontract or modification thereof placed under this contract shall provide for payment on a cost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement type subcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i). (h) The Contractor shall give the Contracting Officer immediate written notice of any action or suit filed and prompt notice of any claim made against the Contractor by any subcontractor or vendor that, in the opinion of the Contractor, may result in litigation related in any way to this contract, with respect to which the Contractor may be entitled to reimbursement from the Government. (i) The Government reserves the right to review the Contractor’s purchasing system as set forth in FAR subpart 44.3. (j) Paragraphs (c) and (e) of this clause do not apply to the following subcontracts, which were evaluated during negotiations: 252.201-7000 Contracting Officer’s Representative (DEC 1991) Definition. “Contracting officer's representative” means an individual designated in accordance with subsection 201.602-2 of the Defense Federal Acquisition Regulation Supplement and authorized in writing by the c ontracting officer to perform specific technical or administrative functions If the Contracting Officer designates a contracting officer's representative (COR), the Contractor will receive a copy of the written designation. It will specify the extent of the COR's authority to act on behalf of the c ontracting officer. The COR is not authorized to make any commitments or changes that will affect price, quality, quantity, delivery, or any other term or condition of the contract. 252.203-7000 Requirements Relating to Compensation of Former DoD Officials (SEP 2011) Definition. “Covered DoD official,” as used in this clause, means an individual that— Leaves or left DoD service on or after January 28, 2008; and (2)(i) Participated personally and substantially in an acquisition as defined in 41 U.S.C. 131 with a value in excess of $10 million, and serves or served— In an Executive Schedule position under subchapter II of chapter 53 of Title 5, United States Code; In a position in the Senior Executive Service under subchapter VIII of chapter 53 of Title 5, United States Code; or In a general or flag officer position compensated at a rate of pay for grade O-7 or above under section 201 of Title 37, United States Code; or Serves or served in DoD in one of the following positions: program manager, deputy program manager, procuring contracting officer, administrative contracting officer, source selection authority, member of the sourc e selection evaluation board, or chief of a financial or technical evaluation team for a contract in an amount in excess of $10 million. The Contractor shall not knowingly provide compensation to a covered DoD official within 2 years after the official leaves DoD service, without first determining that the official has sought and received, or has not received after 30 days of seeking, a written opinion from the appropriate DoD ethics counselor regarding the applicability of post-employment restrictions to the activities that the official is expected to undertake on behalf of the Contractor. Failure by the Contractor to comply with paragraph (b) of this clause may subject the Contractor to rescission of this contract, suspension, or debarment in accordance with 41 U.S.C. 2105(c). 252.204-7004 Antiterrorism Awareness Training for Contractors (JAN 2023) (a) Definition. As used in this clause— “Military installation” means a base, camp, post, station, yard, center, or other activity under the jurisdiction of the Secretary of a military department or, in the case of an activity in a foreign country, under the operational control of the Secretary of a military department or the Secretary of Defense (see 10 U.S.C. 2801(c)(4)). (b) Training. Contractor personnel who require routine physical access to a Federally-controlled facility or military installation shall complete Level I antiterrorism awareness training within 30 days of requiring access and annually thereafter. In accordance with Department of Defense Instruction O-2000.16 Volume 1, DoD Antiterrorism (AT) Program Implementation: DoD AT Standards, Level I antiterrorism awareness N6833525F3003 - FINAL Page 38 of 55 training shall be completed— (1) Through a DoD-sponsored and certified computer or web-based distance learning instruction for Level I antiterrorism awareness; or (2) Under the instruction of a Level I antiterrorism awareness instructor. (c) Additional information. Information and guidance pertaining to DoD antiterrorism awareness training is available at https://jko.jten.mil/ or as otherwise identified in the performance work statement. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in subcontracts, including subcontracts for commercial products and commercial services, when subcontractor performance requires routine physical access to a Federally-controlled facility or military installation. 252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (MAY 2024) (a) Definitions. As used in this clause— “Adequate security” means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information. “Compromise” means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred. “Contractor attributional/proprietary information” means information that identifies the contractor(s), whether directly or indirectly, by the grouping of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company. “Controlled technical information” means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination. Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions. “Covered contractor information system” means an unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information. “Covered defense information” means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry /category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is— (1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or (2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract. “Cyber incident” means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein. “Forensic analysis” means the practice of gathering, retaining, and analyzing computer-related data for investigative purposes in a manner that maintains the integrity of the data. “Information system” means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information. “Malicious software” means computer software or firmware intended to perform an unauthorized process that will have adverse impact on the confidentiality, integrity, or availability of an information system. This definition includes a virus, worm, Trojan horse, or other code-based entity that infects a host, as well as spyware and some forms of adware. “Media” means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered contractor information system. ‘Operationally critical support’ means supplies or services designated by the Government as critical for airlift, sealift, intermodal transportation services, or logistical support that is essential to the mobilization, deployment, or sustainment of the Armed Forces in a contingency operation. “Rapidly report” means within 72 hours of discovery of any cyber incident. “Technical information” means technical data or computer software, as those terms are defined in the clause at DFARS 252.227-7013 , Rights in Technical Data—Other Than Commercial Products and Commercial Services, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, and computer software executable code and source code. (b) Adequate security. The Contractor shall provide adequate security on all covered contractor information systems. To provide adequate security, the Contractor shall implement, at a minimum, the following information security protections: (1) For covered contractor information systems that are part of an Information Technology (IT) service or system operated on behalf of the Government, the following security requirements apply: (i) Cloud computing services shall be subject to the security requirements specified in the clause 252.239-7010 , Cloud Computing Services, of this contract. (ii) Any other such IT service or system (i.e., other than cloud computing) shall be subject to the security requirements specified elsewhere in this contract. (2) For covered contractor information systems that are not part of an IT service or system operated on behalf of the Government and therefore are not subject to the security requirement specified at paragraph (b)(1) of this clause, the following security requirements apply: (i) Except as provided in paragraph (b)(2)(ii) of this clause, the covered contractor information system shall be subject to the security requirements in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and Organizations” (available via the internet at https://csrc.nist.gov/publications/sp800) in effect at the time the solicitation is issued or as authorized by the Contracting Officer. (ii)(A) The Contractor shall implement NIST SP 800-171, as soon as practical, but not later than December 31, 2017. For all contracts awarded prior to October 1, 2017, the Contractor shall notify the DoD Chief Information Officer (CIO), via email at [email protected], within 30 days of contract award, of any security requirements specified by NIST SP 800-171 not implemented at the time of contract award. (B) The Contractor shall submit requests to vary from NIST SP 800-171 in writing to the Contracting Officer, for consideration by the DoD CIO. The Contractor need not implement any security requirement adjudicated by an authorized representative of the DoD CIO to be nonapplicable or to have an alternative, but equally effective, security measure that may be implemented in its place. (C) If the DoD CIO has previously adjudicated the contractor’s requests indicating that a requirement is not applicable or that an alternative security measure is equally effective, a copy of that approval shall be provided to the Contracting Officer when requesting its recognition under this contract. (D) If the Contractor intends to use an external cloud service provider to store, process, or transmit any covered defense information in performance of this contract, the Contractor shall require and ensure that the cloud service provider meets security requirements equivalent to those established by the Government for the Federal Risk and Authorization Management Program (FedRAMP) Moderate baseline (https://www.fedramp.gov/documents-templates/) and that the cloud service provider complies with requirements in paragraphs (c) through (g) of this clause for cyber incident reporting, malicious software, media preservation and protection, access to additional information and equipment necessary for forensic analysis, and cyber incident damage assessment. (3) Apply other information systems security measures when the Contractor reasonably determines that information systems security measures, in addition to those identified in paragraphs (b)(1) and (2) of this clause, may be required to provide adequate security in a dynamic environment or to accommodate special circumstances (e.g., medical devices) and any individual, isolated, or temporary deficiencies based on an assessed risk or vulnerability. These measures may be addressed in a system security plan. (c) Cyber incident reporting requirement. (1) When the Contractor discovers a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or that affects the contractor’s ability to perform the requirements of the contract that are designated as operationally critical support and identified in the contract, the Contractor shall— (i) Conduct a review for evidence of compromise of covered defense information, including, but not limited to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, as well as other information systems on the Contractor’s network(s), that may have been accessed as a result of the N6833525F3003 - FINAL Page 39 of 55 incident in order to identify compromised covered defense information, or that affect the Contractor’s ability to provide operationally critical support; and (ii) Rapidly report cyber incidents to DoD at https://dibnet.dod.mil. (2) Cyber incident report. The cyber incident report shall be treated as information created by or for DoD and shall include, at a minimum, the required elements at https://dibnet.dod.mil. (3) Medium assurance certificate requirement.In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD-approved medium assurance certificate to report cyber incidents. For information on obtaining a DoD-approved medium assurance certificate, see https://public.cyber.mil/eca/. (d) Malicious software. When the Contractor or subcontractors discover and isolate malicious software in connection with a reported cyber incident, submit the malicious software to DoD Cyber Crime Center (DC3) in accordance with instructions provided by DC3 or the Contracting Officer. Do not send the malicious software to the Contracting Officer. (e) Media preservation and protection. When a Contractor discovers a cyber incident has occurred, the Contractor shall preserve and protect images of all known affected information systems identified in paragraph (c)(1)(i) of this clause and all relevant monitoring/packet capture data for at least 90 days from the submission of the cyber incident report to allow DoD to request the media or decline interest. (f) Access to additional information or equipment necessary for forensic analysis.Upon request by DoD, the Contractor shall provide DoD with access to additional information or equipment that is necessary to conduct a forensic analysis. (g) Cyber incident damage assessment activities. If DoD elects to conduct a damage assessment, the Contracting Officer will request that the Contractor provide all of the damage assessment information gathered in accordance with paragraph (e) of this clause. (h) DoD safeguarding and use of contractor attributional/proprietary information. The Government shall protect against the unauthorized use or release of information obtained from the contractor (or derived from information obtained from the contractor) under this clause that includes contractor attributional/proprietary information, including such information submitted in accordance with paragraph (c). To the maximum extent practicable, the Contractor shall identify and mark attributional/proprietary information. In making an authorized release of such information, the Government will implement appropriate procedures to minimize the contractor attributional/proprietary information that is included in such authorized release, seeking to include only that information that is necessary for the authorized purpose(s) for which the information is being released. (i) Use and release of contractor attributional/proprietary information not created by or for DoD. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is not created by or for DoD is authorized to be released outside of DoD— (1) To entities with missions that may be affected by such information; (2) To entities that may be called upon to assist in the diagnosis, detection, or mitigation of cyber incidents; (3) To Government entities that conduct counterintelligence or law enforcement investigations; (4) For national security purposes, including cyber situational awareness and defense purposes (including with Defense Industrial Base (DIB) participants in the program at 32 CFR part 236); or (5) To a support services contractor (“recipient”) that is directly supporting Government activities under a contract that includes the clause at 252.204-7009 , Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information. (j) Use and release of contractor attributional/proprietary information created by or for DoD. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is created by or for DoD (including the information submitted pursuant to paragraph (c) of this clause) is authorized to be used and released outside of DoD for purposes and activities authorized by paragraph (i) of this clause, and for any other lawful Government purpose or activity, subject to all applicable statutory, regulatory, and policy based restrictions on the Government’s use and release of such information. (k) The Contractor shall conduct activities under this clause in accordance with applicable laws and regulations on the interception, monitoring, access, use, and disclosure of electronic communications and data. (l) Other safeguarding or reporting requirements. The safeguarding and cyber incident reporting required by this clause in no way abrogates the Contractor’s responsibility for other safeguarding or cyber incident reporting pertaining to its unclassified information systems as required by other applicable clauses of this contract, or as a result of other applicable U.S. Government statutory or regulatory requirements. (m) Subcontracts. The Contractor shall— (1) Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial products or commercial services, without alteration, except to identify the parties. The Contractor shall determine if the information required for subcontractor performance retains its identity as covered defense information and will require protection under this clause, and, if necessary, consult with the Contracting Officer; and (2) Require subcontractors to— (i) Notify the prime Contractor (or next higher-tier subcontractor) when submitting a request to vary from a NIST SP 800-171 security requirement to the Contracting Officer, in accordance with paragraph (b)(2)(ii)(B) of this clause; and (ii) Provide the incident report number, automatically assigned by DoD, to the prime Contractor (or next higher-tier subcontractor) as soon as practicable, when reporting a cyber incident to DoD as required in paragraph (c) of this clause. 252.204-7018 Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services (JAN 2023) (a) Definitions. As used in this clause— “Covered defense telecommunications equipment or services” means— (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation, or any subsidiary or affiliate of such entities; (2) Telecommunications services provided by such entities or using such equipment; or (3) Telecommunications equipment or services produced or provided by an entity that the Secretary of Defense reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. “Covered foreign country” means— (1) The People’s Republic of China; or (2) The Russian Federation. “Covered missions” means— (1) The nuclear deterrence mission of DoD, including with respect to nuclear command, control, and communications, integrated tactical warning and attack assessment, and continuity of Government; or (2) The homeland defense mission of DoD, including with respect to ballistic missile defense. “Critical technology” means— (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled— (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening;
N6833525F3003 - FINAL Page 40 of 55 (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). “Substantial or essential component” means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition. In accordance with section 1656 of the National Defense Authorization Act for Fiscal Year 2018 (Pub. L. 115-91), the contractor shall not provide to the Government any equipment, system, or service to carry out covered missions that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless the covered defense telecommunication equipment or services are covered by a waiver described in Defense Federal Acquisition Regulation Supplement 204.2104 . (c) Procedures. The Contractor shall review the list of excluded parties in the System for Award Management (SAM) at https://www.sam.gov for entities that are excluded when providing any equipment, system, or service, to carry out covered missions, that uses covered defense telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless a waiver is granted. (d) Reporting. (1) In the event the Contractor identifies covered defense telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, the Contractor shall report at https://dibnet.dod.mil the information in paragraph (d)(2) of this clause. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause: (i) Within 3 business days from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 30 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of a covered defense telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial products or commercial services. 252.204-7020 NIST SP 800-171 DoD Assessment Requirements (NOV 2023) (a) Definitions. "Basic Assessment” means a contractor’s self-assessment of the contractor’s implementation of NIST SP 800-171 that— (1) Is based on the Contractor’s review of their system security plan(s) associated with covered contractor information system(s); (2) Is conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology; and (3) Results in a confidence level of “Low” in the resulting score, because it is a self-generated score. “Covered contractor information system” has the meaning given in the clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract. “High Assessment” means an assessment that is conducted by Government personnel using NIST SP 800-171A, Assessing Security Requirements for Controlled Unclassified Information that— (1) Consists of— (i) A review of a contractor’s Basic Assessment; (ii) A thorough document review; (iii) Verification, examination, and demonstration of a Contractor’s system security plan to validate that NIST SP 800-171 security requirements have been implemented as described in the contractor’s system security plan; and (iv) Discussions with the contractor to obtain additional information or clarification, as needed; and (2) Results in a confidence level of “High” in the resulting score. “Medium Assessment” means an assessment conducted by the Government that— (1) Consists of— (i) A review of a contractor’s Basic Assessment; (ii) A thorough document review; and (iii) Discussions with the contractor to obtain additional information or clarification, as needed; and (2) Results in a confidence level of “Medium” in the resulting score. (b) Applicability. This clause applies to covered contractor information systems that are required to comply with the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, in accordance with Defense Federal Acquisition Regulation System (DFARS) clause at 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract. (c) Requirements. The Contractor shall provide access to its facilities, systems, and personnel necessary for the Government to conduct a Medium or High NIST SP 800–171 DoD Assessment, as described in NIST SP 800–171 DoD Assessment Methodology at https://www.acq.osd.mil/asda/dpc/cp/cyber/docs/safeguarding/NIST-SP-800-171-Assessment-Methodology-Version-1.2.1-6.24.2020.pdf , if necessary. (d) Procedures. Summary level scores for all assessments will be posted in the Supplier Performance Risk System (SPRS) () to provide DoD Components visibility into the summary level scores of strategic assessments. (1) Basic Assessments. A contractor may submit, via encrypted email, summary level scores of Basic Assessments conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology to for posting to SPRS. (i) The email shall include the following information: (A) Version of NIST SP 800-171 against which the assessment was conducted. (B) Organization conducting the assessment (e.g., Contractor self-assessment). (C) For each system security plan (security requirement 3.12.4) supporting the performance of a DoD contract— (1) All industry Commercial and Government Entity (CAGE) code(s) associated with the information system(s) addressed by the system security plan; and N6833525F3003 - FINAL Page 41 of 55 (2) A brief description of the system security plan architecture, if more than one plan exists. (D) Date the assessment was completed. (E) Summary level score (e.g., 95 out of 110, NOT the individual value for each requirement). (F) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800-171. (ii) If multiple system security plans are addressed in the email described at paragraph (b)(1)(i) of this section, the Contractor shall use the following format for the report: System Security Plan CAGE Codes supported by this plan Brief description of the plan architecture Date of assessment Total Score Date score of 110 will achieved (2) Medium and High Assessments. DoD will post the following Medium and/or High Assessment summary level scores to SPRS for each system security plan assessed: (i) The standard assessed (e.g., NIST SP 800-171 Rev 1). (ii) Organization conducting the assessment, e.g., DCMA, or a specific organization (identified by Department of Defense Activity Address Code (DoDAAC)). (iii) All industry CAGE code(s) associated with the information system(s) addressed by the system security plan. (iv) A brief description of the system security plan architecture, if more than one system security plan exists. (v) Date and level of the assessment, i.e., medium or high. (vi) Summary level score (e.g., 105 out of 110, not the individual value assigned for each requirement). (vii) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800-171. (e) Rebuttals. (1) DoD will provide Medium and High Assessment summary level scores to the Contractor and offer the opportunity for rebuttal and adjudication of assessment summary level scores prior to posting the summary level scores to SPRS (see SPRS User’s Guide https://www.sprs.csd.disa.mil/pdf/SPRS_Awardee.pdf). (2) Upon completion of each assessment, the contractor has 14 business days to provide additional information to demonstrate that they meet any security requirements not observed by the assessment team or to rebut the findings that may be of question. (f) Accessibility. (1) Assessment summary level scores posted in SPRS are available to DoD personnel, and are protected, in accordance with the standards set forth in DoD Instruction 5000.79, Defense-wide Sharing and Use of Supplier and Product Performance Information (PI). (2) Authorized representatives of the Contractor for which the assessment was conducted may access SPRS to view their own summary level scores, in accordance with the SPRS Software User’s Guide for Awardees/Contractors available at . (3) A High NIST SP 800-171 DoD Assessment may result in documentation in addition to that listed in this clause. DoD will retain and protect any such documentation as “Controlled Unclassified Information (CUI)” and intended for internal DoD use only. The information will be protected against unauthorized use and release, including through the exercise of applicable exemptions under the Freedom of Information Act (e.g., Exemption 4 covers trade secrets and commercial or financial information obtained from a contractor that is privileged or confidential). (g) Subcontracts. (1) The Contractor shall insert the substance of this clause, including this paragraph (g), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items (excluding COTS items). (2) The Contractor shall not award a subcontract or other contractual instrument, that is subject to the implementation of NIST SP 800-171 security requirements, in accordance with DFARS clause 252.204-7012 of this contract, unless the subcontractor has completed, within the last 3 years, at least a Basic NIST SP 800-171 DoD Assessment, as described in https://www.acq.osd.mil/asda/dpc/cp/cyber/safeguarding.html#nistSP800171 , for all covered contractor information systems relevant to its offer that are not part of an information technology service or system operated on behalf of the Government. (3) If a subcontractor does not have summary level scores of a current NIST SP 800-171 DoD Assessment (i.e., not more than 3 years old unless a lesser time is specified in the solicitation) posted in SPRS, the subcontractor may conduct and submit a Basic Assessment, in accordance with the NIST SP 800-171 DoD Assessment Methodology, to mailto:[email protected] for posting to SPRS along with the information required by paragraph (d) of this clause. 252.225-7012 -- PREFERENCE FOR CERTAIN DOMESTIC COMMODITIES (APR 2022) (a) Definitions. As used in this clause— “Component” means any item supplied to the Government as part of an end product or of another component. “End product” means supplies delivered under a line item of this contract. "Qualifying country" means a country with a reciprocal defense procurement memorandum of understanding or international agreement with the United States in which both countries agree to remove barriers to purchases of supplies produced in the other country or services performed by sources of the other country, and the memorandum or agreement complies, where applicable, with the requirements of section 36 of the Arms Export Control Act (22 U.S.C. 2776) and with 10 U.S.C. 2457. Accordingly, the following are qualifying countries: Australia Austria Belgium Canada Czech Republic Denmark Egypt Estonia Finland N6833525F3003 - FINAL Page 42 of 55 France Germany Greece Israel Italy Japan Latvia Lithuania Luxembourg Netherlands Norway Poland Portugal Slovenia Spain Sweden Switzerland Turkey United Kingdom of Great Britain and Northern Ireland. “Structural component of a tent”— (i) Means a component that contributes to the form and stability of the tent (e.g., poles, frames, flooring, guy ropes, pegs); (ii) Does not include equipment such as heating, cooling, or lighting. “United States” means the 50 States, the District of Columbia, and outlying areas. “U.S.-flag vessel” means a vessel of the United States or belonging to the United States, including any vessel registered or having national status under the laws of the United States. (b) The Contractor shall deliver under this contract only such of the following items, either as end products or components, that have been grown, reprocessed, reused, or produced in the United States: (1) Food. (2) Clothing and the materials and components thereof, other than sensors, electronics, or other items added to, and not normally associated with, clothing and the materials and components thereof. Clothing includes items such as outerwear, headwear, underwear, nightwear, footwear, hosiery, handwear, belts, badges, and insignia. (3)(i) Tents and structural components of tents; (ii) Tarpaulins; or (iii) Covers. (4) Cotton and other natural fiber products. (5) Woven silk or woven silk blends. (6) Spun silk yarn for cartridge cloth. (7) Synthetic fabric, and coated synthetic fabric, including all textile fibers and yarns that are for use in such fabrics. (8) Canvas products. (9) Wool (whether in the form of fiber or yarn or contained in fabrics, materials, or manufactured articles). (10) Any item of individual equipment (Federal Supply Class 8465) manufactured from or containing fibers, yarns, fabrics, or materials listed in this paragraph (b). (c) This clause does not apply— (1) To items listed in section 25.104(a) of the Federal Acquisition Regulation (FAR), or other items for which the Government has determined that a satisfactory quality and sufficient quantity cannot be acquired as and when needed at U.S. market prices; (2) To incidental amounts of cotton, other natural fibers, or wool incorporated in an end product, for which the estimated value of the cotton, other natural fibers, or wool— (i) Is not more than 10 percent of the total price of the end product; and (ii) Does not exceed the simplified acquisition threshold in FAR Part 2; (3) To waste and byproducts of cotton or wool fiber for use in the production of propellants and explosives; (4) To foods, other than fish, shellfish, or seafood, that have been manufactured or processed in the United States, regardless of where the foods (and any component if applicable) were grown or produced. Fish, shellfish, or seafood manufactured or processed in the United States and fish, shellfish, or seafood contained in foods manufactured or processed in the United States shall be provided in accordance with paragraph (d) of this clause; (5) To chemical warfare protective clothing produced in a qualifying country; or (6) To fibers and yarns that are for use in synthetic fabric or coated synthetic fabric (but does apply to the synthetic or coated synthetic fabric itself), if— (i) The fabric is to be used as a component of an end product that is not a textile product. Examples of textile products, made in whole or in part of fabric, include— (A) Draperies, floor coverings, furnishings, and bedding (Federal Supply Group 72, Household and Commercial Furnishings and Appliances); (B) Items made in whole or in part of fabric in Federal Supply Group 83, Textile/leather/furs/apparel/findings/tents/flags, or Federal Supply Group 84, Clothing, Individual Equipment and Insignia; (C) Upholstered seats (whether for household, office, or other use); and N6833525F3003 - FINAL Page 43 of 55 (D) Parachutes (Federal Supply Class 1670); or (ii) The fibers and yarns are para-aramid fibers and continuous filament para-aramid yarns manufactured in a qualifying country. (d)(1) Fish, shellfish, and seafood delivered under this contract, or contained in foods delivered under this contract— (i) Shall be taken from the sea by U.S.-flag vessels; or (ii) If not taken from the sea, shall be obtained from fishing within the United States; and (2) Any processing or manufacturing of the fish, shellfish, or seafood shall be performed on a U.S.-flag vessel or in the United States. 252.225-7048 Export Controlled Items (JUN 2013) Definition. “Export- controlled items,” as used in this clause, means items subject to the Export Administration Regulations (EAR) (15 CFR Parts 730-774) or the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) . The term includes: “Defense items,” defined in the Arms Export Control Act, 22 U.S.C. 2778(j)(4)(A), as defense articles, defense services, and related technical data, and further defined in the ITAR, 22 CFR Part 120. “Items,” defined in the EAR as “commodities”, “software”, and “technology,” terms that are also defined in the EAR, 15 CFR 772.1. The Contractor shall comply with all applicable laws and regulations regarding export- controlled items, including, but not limited to, the requirement for contractors to register with the Department of State in accordance with the ITAR. The Contractor shall consult with the Department of State regardin g any questions relating to compliance with the ITAR and shall consult with the Department of Commerce regarding any questions relating to compliance with the EAR. The Contractor's responsibility to comply with all applicable laws and regulations regarding export-controlled items exists independent of, and is not established or limited by, the information provided by this clause. Nothing in the terms of this contract adds, changes, supersedes, or waives any of the requirements of applicable Federal laws, Executive orders, and regulations, including but not limited t o — The Export Administration Act of 1979, as amended (50 U.S.C. App. 2401, et seq.); The Arms Export Control Act (22 U.S.C. 2751, et seq.); The International Emergency Economic Powers Act (50 U.S.C. 1701, et seq.); The Export Administration Regulations (15 CFR Parts 730-774); The International Traffic in Arms Regulations (22 CFR Parts 120-130); and Executive Order 13222, as extended. The Contractor shall include the substance of this clause, including this paragraph (e), in all subcontracts. 252.227-7013 -- Rights in Technical Data—Noncommercial Items (MAR 2023) Definitions. As used in this clause— “Computer data base” means a collection of data recorded in a form capable of being processed by a computer. The term does not include computer software. “Computer program” means a set of instructions, rules, or routines recorded in a form that is capable of causing a computer to perform a specific operation or series of operations. “Computer software” means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer data bases or computer software documentation. “Computer software documentation” means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the c omputer software or provide instructions for using the software. "Covered Government support contractor" means a contractor (other than a litigation support contractor covered by 252.204-7014) under a contract, the primary purpose of which is to furnish independent and impart ial advice or technical assistance directly to the Government in support of the Government’s management and oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a pr ogram or effort), provided that the contractor— Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, or with any direct competitor of such prime contractor or any such first-tier subcontractor in furnishing end items or serv ices of the type developed or produced on the program or effort; and Receives access to technical data or computer software for performance of a Government contract that contains the clause at 252.227-7025, Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends. “Detailed manufacturing or process data” means technical data that describe the steps, sequences, and conditions of manufacturing, processing or assembly used by the manufacturer to produce an item or component or to perform a process. “Developed” means that an item, component, or process exists and is workable. Thus, the item or component must have been constructed or the process practiced. Workability is generally established when the item, component, or process has been analyzed or tested sufficiently to demonstrate to reasonable people skilled in the applicable art that there is a high probability that it will operate as intended. Whether, how much, and what type of analysis or testing is required to establish workability depends on the nature of the item, component, or process, and the state of the art. To be considered “developed,” the item, component, or process ne ed not be at the stage where it could be offered for sale or sold on the commercial market, nor must the item, component, or process be actually reduced to practice within the meaning of Title 35 of the United States Code. “Developed exclusively at private expense” means development was accomplished entirely with costs charged to indirect cost pools, costs not allocated to a government contract, or any combination thereof. Private expense determinations should be made at the lowest practicable level. Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling price of the contract, the additional development costs necessary to complete development shall not be considered when de termining whether development was at government, private, or mixed expense. “Developed exclusively with government funds” means development was not accomplished exclusively or partially at private expense. “Developed with mixed funding” means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a government contract, and partially with costs charged directly to a government contract. “Form, fit, and function data” means technical data that describes the required overall physical, functional, and performance characteristics (along with the qualification requirements, if applicable) of an item, compo nent, or process to the extent necessary to permit identification of physically and functionally interchangeable items. “Government purpose” means any activity in which the United States Government is a party, including cooperative agreements with international or multi- national defense organizations, or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive procurement, but do not include the rights to use, modify, reproduce, release, perform, display, or disclose technical data for commercial purposes or authorize others to do so. “Government purpose rights” means the rights t o — Use, modify, reproduce, release, perform, display, or disclose technical data within the Government without restriction; and
N6833525F3003 - FINAL Page 44 of 55 Release or disclose technical data outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, display, or disclose that data for United State s government purposes. “Limited rights” means the rights to use, modify, reproduce, release, perform, display, or disclose technical data, in whole or in part, within the Government. The Government may not, without the written permission of the party asserting limited rights, release or disclose the technical data outside the Government, use the technical data for manufacture, or authorize the technical data to be used by another party, except that the G overnment may reproduce, release, or disclose such data or authorize the use or reproduction of the data by persons outside the Government i f — The reproduction, release, disclosure, or use i s — Necessary for emergency repair and overhaul; or A release or disclosure t o — A covered Government support contractor in performance of its covered Government support contract for use, modification, reproduction, performance, display, or release or disclosure to a person authorized to receiv e limited rights technical data; or A foreign government, of technical data other than detailed manufacturing or process data, when use of such data by the foreign government is in the interest of the Government and is required for evaluational or inf ormational purposes; The recipient of the technical data is subject to a prohibition on the further reproduction, release, disclosure, or use of the technical data; and The contractor or subcontractor asserting the restriction is notified of such reproduction, release, disclosure, or use. “Technical data” means recorded information, regardless of the form or method of the recording, of a scientific or technical nature (including computer software documentation). The term does not include computer software or data incidental to contract administration, such as financial and/or management information. “Unlimited rights” means rights to use, modify, reproduce, 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. Rights in technical data. The Contractor grants or shall obtain for the Government the following royalty free, world-wide, nonexclusive, irrevocable license rights in technical data other than computer software documentation (see the Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation clause of this contract for rights in computer software documentation): Unlimited rights. The Government shall have unlimited rights in technical data that are— Data pertaining to an item, component, or process which has been or will be developed exclusively with Government funds; Studies, analyses, test data, or similar data produced for this contract, when the study, analysis, test, or similar work was specified as an element of performance; Created exclusively with Government funds in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes; Form, fit, and function data; Necessary for installation, operation, maintenance, or training purposes (other than detailed manufacturing or process data); Corrections or changes to technical data furnished to the Contractor by the Government; Otherwise publicly available or have been released or disclosed by the Contractor or subcontractor without restrictions on further use, release or disclosure, other than a release or disclosure resulting from the sale, tr ansfer, or other assignment of interest in the technical data to another party or the sale or transfer of some or all of a business entity or its assets to another party; Data in which the Government has obtained unlimited rights under another Government contract or as a result of negotiations; or Data furnished to the Government, under this or any other Government contract or subcontract thereunder, with— Government purpose license rights or limited rights and the restrictive condition(s) has/have expired; or Government purpose rights and the Contractor's exclusive right to use such data for commercial purposes has expired. Government purpose rights. The Government shall have government purpose rights for a five-year period, or such other period as may be negotiated, in technical data— That pertain to items, components, or processes developed with mixed funding except when the Government is entitled to unlimited rights in such data as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1 )(ix) of this clause; or Created with mixed funding in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes. The five-year period, or such other period as may have been negotiated, shall commence upon execution of the contract, subcontract, letter contract (or similar contractual instrument), contract modification, or option exercise that required development of the items, components, or processes or creation of the data described in paragraph (b)(2) (i)(B) of this clause. Upon expiration of the five-year or other negotiated period, the Government shall have unlimited rights in the technical data. The Government shall not release or disclose technical data in which it has government purpose rights unless— Prior to release or disclosure, the intended recipient is subject to the non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS); or The recipient is a Government contractor receiving access to the data for performance of a Government contract that contains the clause at DFARS 252.227-7025, Limitations on the Use or Disclosure of Government -Furnished Information Marked with Restrictive Legends. The Contractor has the exclusive right, including the right to license others, to use technical data in which the Government has obtained government purpose rights under this contract for any commercial purpose duri ng the time period specified in the government purpose rights legend prescribed in paragraph (f)(2) of this clause. Limited rights. Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause, the Government shall have limited rights in technical data— Pertaining to items, components, or processes developed exclusively at private expense and marked with the limited rights legend prescribed in paragraph (f) of this clause; or Created exclusively at private expense in the performance of a contract that does not require the development, manufacture, construction, or production of items, components, or processes. The Government shall require a recipient of limited rights data for emergency repair or overhaul to destroy the data and all copies in its possession promptly following completion of the emergency repair/overhaul an d to notify the Contractor that the data have been destroyed. The Contractor, its subcontractors, and suppliers are not required to provide the Government additional rights to use, modify, reproduce, release, perform, display, or disclose technical data furnished to the Governme nt with limited rights. However, if the Government desires to obtain additional rights in technical data in which it has limited rights, the Contractor agrees to promptly enter into negotiations with the Contracting Offi cer to determine whether there are acceptable terms for transferring such rights. All technical data in which the Contractor has granted the Government additional rights shall be listed or described in a license agreem ent made part of the contract. The license shall enumerate the additional rights granted the Government in such data. The Contractor acknowledges that— Limited rights data are authorized to be released or disclosed to covered Government support contractors; The Contractor will be notified of such release or disclosure; N6833525F3003 - FINAL Page 45 of 55 The Contractor (or the party asserting restrictions as identified in the limited rights legend) may require each such covered Government support contractor to enter into a non-disclosure agreement directly with the C ontractor (or the party asserting restrictions) regarding the covered Government support contractor’s use of such data, or alternatively, that the Contractor (or party asserting restrictions) may waive in writing the requi rement for a non-disclosure agreement; and Any such non-disclosure agreement shall address the restrictions on the covered Government support contractor's use of the limited rights data as set forth in the clause at 252.227-7025, Limitations on the Use or Di sclosure of Government- Furnished Information Marked with Restrictive Legends. The non-disclosure agreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the non-disclosure agreement. Specifically negotiated license rights. The standard license rights granted to the Government under paragraphs (b)(1) through (b)(3) of this clause, including the period during which the Government shall have gover nment purpose rights in technical data, may be modified by mutual agreement to provide such rights as the parties consider appropriate but shall not provide the Government lesser rights than are enumerated in para graph (a)(14) of this clause. Any rights so negotiated shall be identified in a license agreement made part of this contract. Prior government rights. Technical data that will be delivered, furnished, or otherwise provided to the Government under this contract, in which the Government has previously obtained rights shall be delivered, furni shed, or provided with the pre-existing rights, unless— The parties have agreed otherwise; or Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply. Release from liability. The Contractor agrees to release the Government from liability for any release or disclosure of technical data made in accordance with paragraph (a)(14) or (b)(2)(iii) of this clause, in accordan ce with the terms of a license negotiated under paragraph (b)(4) of this clause, or by others to whom the recipient has released or disclosed the data and to seek relief solely from the party who has improperly used, modified, reproduced, released, performed, displayed, or disclosed Contractor data marked with restrictive legends. Contractor rights in technical data. All rights not granted to the Government are retained by the Contractor. Third party copyrighted data. The Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted data in the technical data to be delivered under this contract unless the Co ntractor is the copyright owner or has obtained for the Government the license rights necessary to perfect a license or licenses in the deliverable data of the appropriate scope set forth in paragraph (b) of this clause, a nd has affixed a statement of the license or licenses obtained on behalf of the Government and other persons to the data transmittal document. Identification and delivery of data to be furnished with restrictions on use, release, or disclosure. This paragraph does not apply to restrictions based solely on copyright. Except as provided in paragraph (e)(3) of this clause, technical data that the Contractor asserts should be furnished to the Government with restrictions on use, release, or disclosure are identified in an attachment to t his contract (the Attachment). The Contractor shall not deliver any data with restrictive markings unless the data are listed on the Attachment. In addition to the assertions made in the Attachment, other assertions may be identified after award when based on new information or inadvertent omissions unless the inadvertent omissions would have materially a ffected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as practicable prior to the scheduled date for delivery of the data, in the following format, a nd signed by an official authorized to contractually obligate the Contractor: Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Technical Data. The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following technical data should be restricted— Technical Data to be Furnished Basis for Asserted Rights Name of Person Asserting With Restrictions * Assertion ** Category *** Restrictions **** (LIST) (LIST) (LIST) (LIST) *If the assertion is applicable to items, components, or processes developed at private expense, identify both the data and each such item, component, or process. **Generally, the development of an item, component, or process at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government's rights to use, release, or disclose tech nical data pertaining to such items, components, or processes. Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for as serting that the Government's rights should be restricted. ***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rights in SBIR data generated under another contract, limited or government purpose rights under this or a prior contra ct, or specifically negotiated licenses). ****Corporation, individual, or other person, as appropriate. Date Printed Name and Title Signature (End of identification and assertion) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to ad d the Contractor's assertions to the Attachment and validate any listed assertion, at a later date, in accordance with the procedures of the Validation of Restrictive Markings on Technical Data clause of this contract. Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data to be delivered under this contract by marking the deliverable data subject to restriction. Except as provided in paragraph (f)(5) of this clause, only the following legends are authorized under this contract: the government purpose rights legend at paragraph (f)(2) of this clause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rights legend at paragraph (f)(4) of this clause; and/or a notice of copyright as p rescribed under 17 U.S.C. 401 or 402. General marking instructions. The Contractor, or its subcontractors or suppliers, shall conspicuously and legibly mark the appropriate legend on all technical data that qualify for such markings. The authorized legen ds shall be placed on the transmittal document or storage container and, for printed material, each page of the printed material containing technical data for which restrictions are asserted. When only portions of a pa ge of printed material are subject to the asserted restrictions, such portions shall be identified by circling, underscoring, with a note, or other appropriate identifier. Technical data transmitted directly from one comput er or computer terminal to another shall contain a notice of asserted restrictions. Reproductions of technical data or any portions thereof subject to asserted restrictions shall also reproduce the asserted restrictions. Government purpose rights markings. Data delivered or otherwise furnished to the Government with government purpose rights shall be marked as follows: GOVERNMENT PURPOSE RIGHTS Contract No. Contractor Name Contractor Address Expiration Date The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(2) of the Rights in Technical Data—Noncommercial Items clause containe d in the above identified contract. No restrictions apply after the expiration date shown above. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. Limited rights markings. Data delivered or otherwise furnished to the Government with limited rights shall be marked with the following legend: N6833525F3003 - FINAL Page 46 of 55 LIMITED RIGHTS Contract No. Contractor Name Contractor Address The Government's rights to use, modify, reproduce, release, perform, display, or disclose these technical data are restricted by paragraph (b)(3) of the Rights in Technical Data-- Noncommercial Items clause contained in the above identified contract. Any reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. Any person, other than the Government, who has been provided access to such data must promptly notify the above named Contractor. Special license rights markings. Data in which the Government's rights stem from a specifically negotiated license shall be marked with the following legend: SPECIAL LICENSE RIGHTS The Government's rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract No. (Insert contract number) , License No. (Insert license identifier) . An y reproduction of technical data or portions thereof marked with this legend must also reproduce the markings. For purposes of this clause, special licenses do not include government purpose license rights acquired under a prior contract (see paragraph (b)(5) of this clause). Pre-existing data markings. If the terms of a prior contract or license permitted the Contractor to restrict the Government's rights to use, modify, reproduce, release, perform, display, or disclose technical data delivera ble under this contract, and those restrictions are still applicable, the Contractor may mark such data with the appropriate restrictive legend for which the data qualified under the prior contract or license. The markin g procedures in paragraph (f)(1) of this clause shall be followed. Contractor procedures and records. Throughout performance of this contract, the Contractor and its subcontractors or suppliers that will deliver technical data with other than unlimited rights, shall— Have, maintain, and follow written procedures sufficient to assure that restrictive markings are used only when authorized by the terms of this clause; and Maintain records sufficient to justify the validity of any restrictive markings on technical data delivered under this contract. Removal of unjustified and nonconforming markings. Unjustified technical data markings. The rights and obligations of the parties regarding the validation of restrictive markings on technical data furnished or to be furnished under this contract are contained in the Vali dation of Restrictive Markings on Technical Data clause of this contract. Notwithstanding any provision of this contract concerning inspection and acceptance, the Government may ignore or, at the Contractor's expen se, correct or strike a marking if, in accordance with the procedures in the Validation of Restrictive Markings on Technical Data clause of this contract, a restrictive marking is determined to be unjustified. Nonconforming technical data markings. A nonconforming marking is a marking placed on technical data delivered or otherwise furnished to the Government under this contract that is not in the format authorized b y this contract. Correction of nonconforming markings is not subject to the Validation of Restrictive Markings on Technical Data clause of this contract. If the Contracting Officer notifies the Contractor of a nonconfo rming marking and the Contractor fails to remove or correct such marking within sixty (60) days, the Government may ignore or, at the Contractor's expense, remove or correct any nonconforming marking. Relation to patents. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. Limitation on charges for rights in technical data. The Contractor shall not charge to this contract any cost, including, but not limited to, license fees, royalties, or similar charges, for rights in technical data to be delivered under this contract when— The Government has acquired, by any means, the same or greater rights in the data; or The data are available to the public without restrictions. The limitation in paragraph (j)(1) of this clause— Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the Contractor to acquire rights in subcontractor or supplier technical data, if the subcontractor or supplier has been paid for such rights under any other Government contract or under a license conveying the rights to the Government; and Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in which the technical data will be delivered. Applicability to subcontractors or suppliers. The Contractor shall ensure that the rights afforded its subcontractors and suppliers under 10 U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery processes of paragraph (e) of this clause are re cognized and protected. Whenever any technical data for noncommercial items, or for commercial items developed in any part at Government expense, is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, the Contractor shall use this same clause in the subcontract or other contractual instrument, including subcontracts or other contractual instruments for commercial items, and require its subcontractors or suppliers to do so, without alteration, except to identify the parties. This clause will govern the technical data pertaining to noncommercial items or to any portion of a commercial item that was developed in any part at Government expense, and the clause at 252.227-7015 will govern the technical data pertaining to any portion of a commercial item that was developed exclusively at private expense. No other clause shall be used to enlarge or diminish the Government's, the Contractor's, or a higher-tier subcontractor's or supplier's rights in a subcontractor's or supplier's technical data. Technical data required to be delivered by a subcontractor or supplier shall normally be delivered to the next higher-tier contractor, subcontractor, or supplier. However, when there is a requirement in the prime contra ct for data which may be submitted with other than unlimited rights by a subcontractor or supplier, then said subcontractor or supplier may fulfill its requirement by submitting such data directly to the Government, r ather than through a higher-tier contractor, subcontractor, or supplier. The Contractor and higher-tier subcontractors or suppliers shall not use their power to award contracts as economic leverage to obtain rights in technical data from their subcontractors or suppliers. In no event shall the Contractor use its obligation to recognize and protect subcontractor or supplier rights in technical data as an excuse for failing to satisfy its contractual obligation to the Government. 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (FEB 2014) Definitions. As used in this clause— “Commercial computer software” means software developed or regularly used for non-governmental purposes which— Has been sold, leased, or licensed to the public; Has been offered for sale, lease, or license to the public; Has not been offered, sold, leased, or licensed to the public but will be available for commercial sale, lease, or license in time to satisfy the delivery requirements of this contract; or Satisfies a criterion expressed in paragraph (a)(1)(i), (ii), or (iii) of this clause and would require only minor modification to meet the requirements of this contract. “Computer database” means a collection of recorded data in a form capable of being processed by a computer. The term does not include computer software. “Computer program” means a set of instructions, rules, or routines, recorded in a form that is capable of causing a computer to perform a specific operation or series of operations. “Computer software” means computer programs, source code, source code listings, object code listings, design details, algorithms, processes, flow charts, formulae, and related material that would enable the software to be reproduced, recreated, or recompiled. Computer software does not include computer databases or computer software documentation. “Computer software documentation” means owner's manuals, user's manuals, installation instructions, operating instructions, and other similar items, regardless of storage medium, that explain the capabilities of the c omputer software or provide instructions for using the software. "Covered Government support contractor" means a contractor (other than a litigation support contractor covered by 252.204-7014 ) under a contract, the primary purpose of which is to furnish independent and impar N6833525F3003 - FINAL Page 47 of 55 tial advice or technical assistance directly to the Government in support of the Government’s management and oversight of a program or effort (rather than to directly furnish an end item or service to accomplish a pr ogram or effort), provided that the contractor— Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, or with any direct competitor of such prime contractor or any such first-tier subcontractor in furnishing end items or serv ices of the type developed or produced on the program or effort; and Receives access to technical data or computer software for performance of a Government contract that contains the clause at 252.227-7025 , Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends. “Developed” means that— A computer program has been successfully operated in a computer and tested to the extent sufficient to demonstrate to reasonable persons skilled in the art that the program can reasonably be expected to perform its i ntended purpose; Computer software, other than computer programs, has been tested or analyzed to the extent sufficient to demonstrate to reasonable persons skilled in the art that the software can reasonably be expected to perform it s intended purpose; or Computer software documentation required to be delivered under a contract has been written, in any medium, in sufficient detail to comply with requirements under that contract. “Developed exclusively at private expense” means development was accomplished entirely with costs charged to indirect cost pools, costs not allocated to a government contract, or any combination thereof. Private expense determinations should be made at the lowest practicable level. Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling price of the contract, the additional development costs necessary to complete development shall not be considered when determining whether development was at government, private, or mixed expense. “Developed exclusively with government funds” means development was not accomplished exclusively or partially at private expense. “Developed with mixed funding” means development was accomplished partially with costs charged to indirect cost pools and/or costs not allocated to a government contract, and partially with costs charged directly t o a government contract. “Government purpose” means any activity in which the United States Government is a party, including cooperative agreements with international or multi- national defense organizations or sales or transfers by the United States Government to foreign governments or international organizations. Government purposes include competitive procurement, but do not include t he rights to use, modify, reproduce, release, perform, display, or disclose computer software or computer software documentation for commercial purposes or authorize others to do so. “Government purpose rights” means the rights t o — Use, modify, reproduce, release, perform, display, or disclose computer software or computer software documentation within the Government without restriction; and Release or disclose computer software or computer software documentation outside the Government and authorize persons to whom release or disclosure has been made to use, modify, reproduce, release, perform, di splay, or disclose the software or documentation for United States government purposes. “Minor modification” means a modification that does not significantly alter the nongovernmental function or purpose of the software or is of the type customarily provided in the commercial marketplace. “Noncommercial computer software” means software that does not qualify as commercial computer software under paragraph (a)(1) of this clause. “Restricted rights” apply only to noncommercial computer software and mean the Government's rights t o — Use a computer program with one computer at one time. The program may not be accessed by more than one terminal or central processing unit or time shared unless otherwise permitted by this contract; Transfer a computer program to another Government agency without the further permission of the Contractor if the transferor destroys all copies of the program and related computer software documentation in its pos session and notifies the licensor of the transfer. Transferred programs remain subject to the provisions of this clause; Make the minimum number of copies of the computer software required for safekeeping (archive), backup, or modification purposes; Modify computer software provided that the Government may— Use the modified software only as provided in paragraphs (a)(15)(i) and (iii) of this clause; and Not release or disclose the modified software except as provided in paragraphs (a)(15)(ii), (v), (vi) and (vii) of this clause; Permit contractors or subcontractors performing service contracts (see 37.101 of the Federal Acquisition Regulation) in support of this or a related contract to use computer software to diagnose and correct deficienci es in a computer program, to modify computer software to enable a computer program to be combined with, adapted to, or merged with other computer programs or when necessary to respond to urgent tactical situa tions, provided that— The Government notifies the party which has granted restricted rights that a release or disclosure to particular contractors or subcontractors was made; Such contractors or subcontractors are subject to the use and non-disclosure agreement at 227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS) or are Government contractors receiving ac cess to the software for performance of a Government contract that contains the clause at DFARS 252.227-7025 , Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends; The Government shall not permit the recipient to decompile, disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverse engineered by the Government pursuant to paragraph (a)(15)(iv) of this clause, for any other purpose; and Such use is subject to the limitations in paragraphs (a)(15)(i) through (iii) of this clause; Permit contractors or subcontractors performing emergency repairs or overhaul of items or components of items procured under this or a related contract to use the computer software when necessary to perform the repairs or overhaul, or to modify the computer software to reflect the repairs or overhaul made, provided that— The intended recipient is subject to the use and non-disclosure agreement at DFARS 227.7103-7 or is a Government contractor receiving access to the software for performance of a Government contract that contain s the clause at DFARS 252.227-7025 , Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends; The Government shall not permit the recipient to decompile, disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverse engineered by the Government pursuant to paragraph (a)(15)(iv) of this clause, for any other purpose; and Such use is subject to the limitations in paragraphs (a)(15)(i) through (iii) of this clause; and Permit covered Government support contractors in the performance of covered Government support contracts that contain the clause at 252.227-7025 , Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends, to use, modify, reproduce, perform, display, or release or disclose the computer software to a person authorized to receive restricted rights computer software, provided that— The Government shall not permit the covered Government support contractor to decompile, disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverse engineered by the Government pursuant to paragraph (a)(15)(iv) of this clause, for any other purpose; and Such use is subject to the limitations in paragraphs (a)(15)(i) through (iv) of this clause. “Unlimited rights” means rights to use, modify, reproduce, release, perform, display, or disclose computer software or computer software documentation in whole or in part, in any manner and for any purpose whatso
N6833525F3003 - FINAL Page 48 of 55 ever, and to have or authorize others to do so. Rights in computer software or computer software documentation. The Contractor grants or shall obtain for the Government the following royalty free, world-wide, nonexclusive, irrevocable license rights in noncom mercial computer software or computer software documentation. All rights not granted to the Government are retained by the Contractor. Unlimited rights. The Government shall have unlimited rights i n — Computer software developed exclusively with Government funds; Computer software documentation required to be delivered under this contract; Corrections or changes to computer software or computer software documentation furnished to the Contractor by the Government; Computer software or computer software documentation that is otherwise publicly available or has been released or disclosed by the Contractor or subcontractor without restriction on further use, release or disclosure , other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the software to another party or the sale or transfer of some or all of a business entity or its assets to another party; Computer software or computer software documentation obtained with unlimited rights under another Government contract or as a result of negotiations; or Computer software or computer software documentation furnished to the Government, under this or any other Government contract or subcontract thereunder with— Restricted rights in computer software, limited rights in technical data, or government purpose license rights and the restrictive conditions have expired; or Government purpose rights and the Contractor's exclusive right to use such software or documentation for commercial purposes has expired. Government purpose rights. Except as provided in paragraph (b)(1) of this clause, the Government shall have government purpose rights in computer software developed with mixed funding. Government purpose rights shall remain in effect for a period of five years unless a different period has been negotiated. Upon expiration of the five-year or other negotiated period, the Government shall have unlim ited rights in the computer software or computer software documentation. The government purpose rights period shall commence upon execution of the contract, subcontract, letter contract (or similar contractual instr ument), contract modification, or option exercise that required development of the computer software. The Government shall not release or disclose computer software in which it has government purpose rights to any other person unless— Prior to release or disclosure, the intended recipient is subject to the use and non-disclosure agreement at DFARS 227.7103-7 ; or The recipient is a Government contractor receiving access to the software or documentation for performance of a Government contract that contains the clause at DFARS 252.227-7025 , Limitations on the Use or Di sclosure of Government Furnished Information Marked with Restrictive Legends. Restricted rights. The Government shall have restricted rights in noncommercial computer software required to be delivered or otherwise provided to the Government under this contract that were developed exclusively at private expe nse. The Contractor, its subcontractors, or suppliers are not required to provide the Government additional rights in noncommercial computer software delivered or otherwise provided to the Government with restricted ri ghts. However, if the Government desires to obtain additional rights in such software, the Contractor agrees to promptly enter into negotiations with the Contracting Officer to determine whether there are acceptable t erms for transferring such rights. All noncommercial computer software in which the Contractor has granted the Government additional rights shall be listed or described in a license agreement made part of the contr act (see paragraph (b)(4) of this clause). The license shall enumerate the additional rights granted the Government. The Contractor acknowledges that— Restricted rights computer software is authorized to be released or disclosed to covered Government support contractors; The Contractor will be notified of such release or disclosure; The Contractor (or the party asserting restrictions, as identified in the restricted rights legend) may require each such covered Government support contractor to enter into a non-disclosure agreement directly with the Contractor (or the party asserting restrictions) regarding the covered Government support contractor’s use of such software, or alternatively, that the Contractor (or party asserting restrictions) may waive in writing t he requirement for a non-disclosure agreement; and Any such non-disclosure agreement shall address the restrictions on the covered Government support contractor's use of the restricted rights software as set forth in the clause at 252.227-7025 , Limitations on the Us e or Disclosure of Government- Furnished Information Marked with Restrictive Legends. The non-disclosure agreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the non-disclosure agreement. Specifically negotiated license rights. The standard license rights granted to the Government under paragraphs (b)(1) through (b)(3) of this clause, including the period during which the Government shall have government purpose rights in computer soft ware, may be modified by mutual agreement to provide such rights as the parties consider appropriate but shall not provide the Government lesser rights in computer software than are enumerated in paragraph (a)(1 5) of this clause or lesser rights in computer software documentation than are enumerated in paragraph (a)(14) of the Rights in Technical Data—Noncommercial Items clause of this contract. Any rights so negotiated shall be identified in a license agreement made part of this contract. Prior government rights. Computer software or computer software documentation that will be delivered, furnished, or otherwise provided to the Government under this contract, in which the Government has previou sly obtained rights shall be delivered, furnished, or provided with the pre-existing rights, unless— The parties have agreed otherwise; or Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose the data have expired or no longer apply. Release from liability. The Contractor agrees to release the Government from liability for any release or disclosure of computer software made in accordance with paragraph (a)(15) or (b)(2)(iii) of this clause, in acco rdance with the terms of a license negotiated under paragraph (b)(4) of this clause, or by others to whom the recipient has released or disclosed the software, and to seek relief solely from the party who has improperl y used, modified, reproduced, released, performed, displayed, or disclosed Contractor software marked with restrictive legends. Rights in derivative computer software or computer software documentation. The Government shall retain its rights in the unchanged portions of any computer software or computer software documentation delivered under this contract that the Contractor uses to prepare, or includes in, derivative computer software or computer software documentation. Third party copyrighted computer software or computer software documentation. The Contractor shall not, without the written approval of the Contracting Officer, incorporate any copyrighted computer software or co mputer software documentation in the software or documentation to be delivered under this contract unless the Contractor is the copyright owner or has obtained for the Government the license rights necessary to pe rfect a license or licenses in the deliverable software or documentation of the appropriate scope set forth in paragraph (b) of this clause, and prior to delivery of such— Computer software, has provided a statement of the license rights obtained in a form acceptable to the Contracting Officer; or Computer software documentation, has affixed to the transmittal document a statement of the license rights obtained. Identification and delivery of computer software and computer software documentation to be furnished with restrictions on use, release, or disclosure. This paragraph does not apply to restrictions based solely on copyright. Except as provided in paragraph (e)(3) of this clause, computer software that the Contractor asserts should be furnished to the Government with restrictions on use, release, or disclosure is identified in an attachment to this contract (the Attachment). The Contractor shall not deliver any software with restrictive markings unless the software is listed on the Attachment. N6833525F3003 - FINAL Page 49 of 55 In addition to the assertions made in the Attachment, other assertions may be identified after award when based on new information or inadvertent omissions unless the inadvertent omissions would have materially af fected the source selection decision. Such identification and assertion shall be submitted to the Contracting Officer as soon as practicable prior to the scheduled date for delivery of the software, in the following form at, and signed by an official authorized to contractually obligate the Contractor: Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure of Computer Software. The Contractor asserts for itself, or the persons identified below, that the Government's rights to use, release, or disclose the following computer software should be restricted: Computer Software Name of Person to be Furnished Basis for Asserted Rights Asserting With Restrictions* Assertion** Category*** Restrictions**** (LIST) (LIST) (LIST) (LIST) *Generally, development at private expense, either exclusively or partially, is the only basis for asserting restrictions on the Government's rights to use, release, or disclose computer software. **Indicate whether development was exclusively or partially at private expense. If development was not at private expense, enter the specific reason for asserting that the Government's rights should be restricted. ***Enter asserted rights category (e.g., restricted or government purpose rights in computer software, government purpose license rights from a prior contract, rights in SBIR software generated under another contract , or specifically negotiated licenses). ****Corporation, individual, or other person, as appropriate. Date Printed Name and Title Signature (End of identification and assertion) When requested by the Contracting Officer, the Contractor shall provide sufficient information to enable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officer reserves the right to ad d the Contractor's assertions to the Attachment and validate any listed assertion, at a later date, in accordance with the procedures of the Validation of Asserted Restrictions —Computer Software clause of this contract. Marking requirements. The Contractor, and its subcontractors or suppliers, may only assert restrictions on the Government's rights to use, modify, reproduce, release, perform, display, or disclose computer software b y marking the deliverable software or documentation subject to restriction. Except as provided in paragraph (f)(5) of this clause, only the following legends are authorized under this contract: the government purpose rights legend at paragraph (f)(2) of this clause; the restricted rights legend at paragraph (f)(3) of this clause; or the special license rights legend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescri bed under 17 U.S.C. 401 or 402. General marking instructions. The Contractor, or its subcontractors or suppliers, shall conspicuously and legibly mark the appropriate legend on all computer software that qualify for such markings. The authorized l egends shall be placed on the transmittal document or software storage container and each page, or portions thereof, of printed material containing computer software for which restrictions are asserted. Computer soft ware transmitted directly from one computer or computer terminal to another shall contain a notice of asserted restrictions. However, instructions that interfere with or delay the operation of computer software in ord er to display a restrictive rights legend or other license statement at any time prior to or during use of the computer software, or otherwise cause such interference or delay, shall not be inserted in software that will o r might be used in combat or situations that simulate combat conditions, unless the Contracting Officer's written permission to deliver such software has been obtained prior to delivery. Reproductions of computer sof tware or any portions thereof subject to asserted restrictions, shall also reproduce the asserted restrictions. Government purpose rights markings. Computer software delivered or otherwise furnished to the Government with government purpose rights shall be marked as follows: GOVERNMENT PURPOSE RIGHTS Contract No. Contractor Name Contractor Address Expiration Date The Government's rights to use, modify, reproduce, release, perform, display, or disclose this software are restricted by paragraph (b)(2) of the Rights in Noncommercial Computer Software and Noncommercial Com puter Software Documentation clause contained in the above identified contract. No restrictions apply after the expiration date shown above. Any reproduction of the software or portions thereof marked with this leg end must also reproduce the markings. (End of legend) Restricted rights markings. Software delivered or otherwise furnished to the Government with restricted rights shall be marked with the following legend: RESTRICTED RIGHTS Contract No. Contractor Name Contractor Address The Government's rights to use, modify, reproduce, release, perform, display, or disclose this software are restricted by paragraph (b)(3) of the Rights in Noncommercial Computer Software and Noncommercial Com puter Software Documentation clause contained in the above identified contract. Any reproduction of computer software or portions thereof marked with this legend must also reproduce the markings. Any person, ot her than the Government, who has been provided access to such software must promptly notify the above named Contractor. (End of legend) Special license rights markings. Computer software or computer software documentation in which the Government's rights stem from a specifically negotiated license shall be marked with the following legend: SPECIAL LICENSE RIGHTS The Government's rights to use, modify, reproduce, release, perform, display, or disclose these data are restricted by Contract No. (Insert contract number) , License No. (Insert license identifier) . Any reproduction of computer software, computer software documentation, or portions thereof marked with this legend must also reproduce the markings. (End of legend) For purposes of this clause, special licenses do not include government purpose license rights acquired under a prior contract (see paragraph (b)(5) of this clause). Pre-existing markings. If the terms of a prior contract or license permitted the Contractor to restrict the Government's rights to use, modify, release, perform, display, or disclose computer software or computer softwa re documentation and those restrictions are still applicable, the Contractor may mark such software or documentation with the appropriate restrictive legend for which the software qualified under the prior contract or N6833525F3003 - FINAL Page 50 of 55 license. The marking procedures in paragraph (f)(1) of this clause shall be followed. Contractor procedures and records. Throughout performance of this contract, the Contractor and its subcontractors or suppliers that will deliver computer software or computer software documentation with other than unlimited rights, shall— Have, maintain, and follow written procedures sufficient to assure that restrictive markings are used only when authorized by the terms of this clause; and Maintain records sufficient to justify the validity of any restrictive markings on computer software or computer software documentation delivered under this contract. Removal of unjustified and nonconforming markings. Unjustified computer software or computer software documentation markings. The rights and obligations of the parties regarding the validation of restrictive markings on computer software or computer software doc umentation furnished or to be furnished under this contract are contained in the Validation of Asserted Restrictions—Computer Software and the Validation of Restrictive Markings on Technical Data clauses of this contract, respectively. Notwithstanding any provision of this contract concerning inspection and acceptance, the Government may ignore or, at the Contractor's expense, correct or strike a marking if, in accordance wi th the procedures of those clauses, a restrictive marking is determined to be unjustified. Nonconforming computer software or computer software documentation markings. A nonconforming marking is a marking placed on computer software or computer software documentation delivered or otherwise fur nished to the Government under this contract that is not in the format authorized by this contract. Correction of nonconforming markings is not subject to the Validation of Asserted Restrictions —Computer Software or the Validation of Restrictive Markings on Technical Data clause of this contract. If the Contracting Officer notifies the Contractor of a nonconforming marking or markings and the Contractor fails to remove or correct such markings within sixty (60) days, the Government may ignore or, at the Contractor's expense, remove or correct any nonconforming markings. Relation to patents. Nothing contained in this clause shall imply a license to the Government under any patent or be construed as affecting the scope of any license or other right otherwise granted to the Government under any patent. Limitation on charges for rights in computer software or computer software documentation. The Contractor shall not charge to this contract any cost, including but not limited to license fees, royalties, or similar charges, for rights in computer software or computer software documentation to be delivered und er this contract when— The Government has acquired, by any means, the same or greater rights in the software or documentation; or The software or documentation are available to the public without restrictions. The limitation in paragraph (j)(1) of this clause— Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by the Contractor to acquire rights in subcontractor or supplier computer software or computer software documentation, if the subco ntractor or supplier has been paid for such rights under any other Government contract or under a license conveying the rights to the Government; and Does not include the reasonable costs of reproducing, handling, or mailing the documents or other media in which the software or documentation will be delivered. Applicability to subcontractors or suppliers. Whenever any noncommercial computer software or computer software documentation is to be obtained from a subcontractor or supplier for delivery to the Government under this contract, the Contractor shall use this same clause in its subcontracts or other contractual instruments, and require its subcontractors or suppliers to do so, without alteration, except to identify the parties. No other clause shall be used to enlarge or di minish the Government's, the Contractor's, or a higher tier subcontractor's or supplier's rights in a subcontractor's or supplier's computer software or computer software documentation. The Contractor and higher tier subcontractors or suppliers shall not use their power to award contracts as economic leverage to obtain rights in computer software or computer software documentation from their subc ontractors or suppliers. The Contractor shall ensure that subcontractor or supplier rights are recognized and protected in the identification, assertion, and delivery processes required by paragraph (e) of this clause. In no event shall the Contractor use its obligation to recognize and protect subcontractor or supplier rights in computer software or computer software documentation as an excuse for failing to satisfy its contractual o bligation to the Government. (End of clause) 252.227-7016 Rights in Bid or Proposal Information (JAN 2023) a) Definitions. (1) For contracts that require the delivery of technical data, the terms “technical data” and “computer software” are defined in the Rights in Technical Data—Other Than Commercial Products and Commercial Services clause of this contract or, if this is a contract awarded under the Small Business Innovation Research Program, the Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program clause of this contract. (2) For contracts that do not require the delivery of technical data, the term “computer software” is defined in the Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation clause of this contract or, if this is a contract awarded under the Small Business Innovation Research Program, the Rights in Other Than Commercial Technical Data and Computer Software —Small Business Innovation Research (SBIR) Program clause of this contract. (b Government rights prior to contract award. By submission of its offer, the Offeror agrees that the Government— (1) May reproduce the bid or proposal, or any portions thereof, to the extent necessary to evaluate the offer. (2) Except as provided in paragraph (d) of this clause, shall use information contained in the bid or proposal only for evaluational purposes and shall not disclose, directly or indirectly, such information to any person including potential evaluators, unless that person has been authorized by the head of the agency, his or her designee, or the Contracting Officer to receive such information. (c) Government rights subsequent to contract award. The Contractor agrees— (1) Except as provided in paragraphs (c)(2), (d), and (e) of this clause, the Government shall have the rights to use, modify, reproduce, release, perform, display, or disclose information contained in the Contractor's bid or proposal within the Government. The Government shall not release, perform, display, or disclose such information outside the Government without the Contractor's written permission. (2) The Government’s right to use, modify, reproduce, release, perform, display, or disclose information that is technical data or computer software required to be delivered under this contract are determined by the Rights in Technical Data—Other Than Commercial Products and Commercial Services, Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation, or Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program clause(s) of this contract. (d) Government-furnished information. The Government's rights with respect to technical data or computer software contained in the Contractor's bid or proposal that were provided to the Contractor by the Government are subject only to restrictions on use, modification, reproduction, release, performance, display, or disclosure, if any, imposed by the developer or licensor of such data or software. (e) Information available without restrictions. The Government's rights to use, modify, reproduce, release, perform, display, or, disclose information contained in a bid or proposal, including technical data or computer software, and to permit others to do so, shall not be restricted in any manner if such information has been released or disclosed to the Government or to other persons without restrictions other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the information to another party or the sale or transfer of some or all of a business entity or its assets to another party. (f) Flowdown. The Contractor shall include this clause in all subcontracts or similar contractual instruments and require its subcontractors or suppliers to do so without alteration, except to identify the parties. 252.227-7025 -- Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (JAN 2023) (a)(1) For contracts in which the Government will furnish the Contractor with technical data, the terms "covered Government support contractor," "limited rights," and "Government purpose rights" are defined in the clause at 252.227-7013 , Rights in Technical Data–Other Than Commercial Products and Commercial Services. N6833525F3003 - FINAL Page 51 of 55 (2) For contracts in which the Government will furnish the Contractor with computer software or computer software documentation, the terms "covered Government support contractor," "government purpose rights," and "restricted rights" are defined in the clause at 252.227-7014 , Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation. (3) For Small Business Innovation Research program contracts, the terms "covered Government support contractor," “limited rights,” “restricted rights,” and “SBIR data rights” are defined in the clause at 252.227-7018 , Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program. (b) Technical data or computer software provided to the Contractor as Government-furnished information (GFI) under this contract may be subject to restrictions on use, modification, reproduction, release, performance, display, or further disclosure. (1) GFI marked with limited rights, restricted rights, or SBIR data rights legends. (i) The Contractor shall use, modify, reproduce, perform, or display technical data received from the Government with limited rights legends, computer software received with restricted rights legends, or SBIR technical data or computer software received with SBIR data rights legends (during the SBIR data protection period) only in the performance of this contract. The Contractor shall not, without the express written permission of the party whose name appears in the legend, release or disclose such data or software to any unauthorized person. (ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to the additional terms and conditions at paragraph (b)(5) of this clause. (2) GFI marked with government purpose rights legends. The Contractor shall use technical data or computer software received from the Government with government purpose rights legends for government purposes only. The Contractor shall not, without the express written permission of the party whose name appears in the restrictive legend, use, modify, reproduce, release, perform, or display such data or software for any commercial purpose or disclose such data or software to a person other than its subcontractors, suppliers, or prospective subcontractors or suppliers, who require the data or software to submit offers for, or perform, contracts under this contract. Prior to disclosing the data or software, the Contractor shall require the persons to whom disclosure will be made to complete and sign the non-disclosure agreement at 227.7103-7 . (3) GFI marked with specially negotiated license rights legends. (i) The Contractor shall use, modify, reproduce, release, perform, or display technical data or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license and, prior to release or disclosure, the intended recipient has completed the non-disclosure agreement at 227.7103-7 . The Contractor shall modify paragraph (1)(c) of the non-disclosure agreement to reflect the recipient's obligations regarding use, modification, reproduction, release, performance, display, and disclosure of the data or software. (ii) If the Contractor is a covered Government support contractor, the Contractor may also be subject to some or all of the additional terms and conditions at paragraph (b)(5) of this clause, to the extent such terms and conditions are required by the specially negotiated license. (4) GFI technical data marked with commercial restrictive legends. (i) The Contractor shall use, modify, reproduce, perform, or display technical data that is or pertains to a commercial product or commercial service and is received from the Government with a commercial restrictive legend (i.e., marked to indicate that such data are subject to use, modification, reproduction, release, performance, display, or disclosure restrictions) only in the performance of this contract. The Contractor shall not, without the express written permission of the party whose name appears in the legend, use the technical data to manufacture additional quantities of the commercial products, or release or disclose such data to any unauthorized person. (ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to the additional terms and conditions at paragraph (b)(5) of this clause. (5) Covered Government support contractors. If the Contractor is a covered Government support contractor receiving technical data or computer software marked with restrictive legends pursuant to paragraphs (b)(1)(ii), (b)(3)(ii), or (b)(4)(ii), the Contractor further agrees and acknowledges that— (i) The technical data or computer software will be accessed and used for the sole purpose of furnishing independent and impartial advice or technical assistance directly to the Government in support of the Government’s management and oversight of the program or effort to which such technical data or computer software relates, as stated in this contract, and shall not be used to compete for any Government or non-Government contract; (ii) The Contractor will take all reasonable steps to protect the technical data or computer software against any unauthorized release or disclosure; (iii) The Contractor will ensure that the party whose name appears in the legend is notified of the access or use within thirty (30) days of the Contractor's access or use of such data or software; (iv) The Contractor will enter into a non-disclosure agreement with the party whose name appears in the legend, if required to do so by that party, and that any such non-disclosure agreement will implement the restrictions on the Contractor's use of such data or software as set forth in this clause. The non-disclosure agreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the non-disclosure agreement; and (v) That a breach of these obligations or restrictions may subject the Contractor to— (A) Criminal, civil, administrative, and contractual actions in law and equity for penalties, damages, and other appropriate remedies by the United States; and (B) Civil actions for damages and other appropriate remedies by the party whose name appears in the legend. (c) Indemnification and creation of third party beneficiary rights. The Contractor agrees— (1) To indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of technical data or computer software received from the Government with restrictive legends by the Contractor or any person to whom the Contractor has released or disclosed such data or software; and (2) That the party whose name appears on the restrictive legend, in addition to any other rights it may have, is a third party beneficiary who has the right of direct action against the Contractor, or any person to whom the Contractor has released or disclosed such data or software, for the unauthorized duplication, release, or disclosure of technical data or computer software subject to restrictive legends. (d) The Contractor shall ensure that its employees are subject to use and non-disclosure obligations consistent with this clause prior to the employees being provided access to or use of any GFI covered by this clause. 252.227-7030 Technical Data—Withholding of Payment (MAR 2000) If technical data specified to be delivered under this contract, is not delivered within the time specified by this contract or is deficient upon delivery (including having restrictive markings not identified in the list des cribed in the clause at 252.227-7013(e)(2) or 252.227-7018(e)(2) of this contract), the Contracting Officer may until such data is accepted by the Government, withhold payment to the Contractor of ten percent (10%) of the total contract price or amount unless a lesser withholding is specified in the contract. Payments shall not be withheld nor any other action taken pursuant to this paragraph when the Contractor's failure to make timely delivery or to deliver such data without deficiencies arises out of causes beyond the control and without the fault or negligence of the Contractor. The withholding of any amount or subsequent payment to the Contractor shall not be construed as a waiver of any rights accruing to the Government under this contract. 252.227-7037 Validation of Restrictive Markings on Technical Data (JAN 2023) (a) Definitions. Basic Assessment” means a contractor’s self-assessment of the contractor’s implementation of NIST SP 800-171 that— (1) Is based on the Contractor’s review of their system security plan(s) associated with covered contractor information system(s); (2) Is conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology; and (3) Results in a confidence level of “Low” in the resulting score, because it is a self-generated score. “Covered contractor information system” has the meaning given in the clause 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract. “High Assessment” means an assessment that is conducted by Government personnel using NIST SP 800-171A, Assessing Security Requirements for Controlled Unclassified Information that— (1) Consists of—
N6833525F3003 - FINAL Page 52 of 55 (i) A review of a contractor’s Basic Assessment; (ii) A thorough document review; (iii) Verification, examination, and demonstration of a Contractor’s system security plan to validate that NIST SP 800-171 security requirements have been implemented as described in the contractor’s system security plan; and (iv) Discussions with the contractor to obtain additional information or clarification, as needed; and (2) Results in a confidence level of “High” in the resulting score. “Medium Assessment” means an assessment conducted by the Government that— (1) Consists of— (i) A review of a contractor’s Basic Assessment; (ii) A thorough document review; and (iii) Discussions with the contractor to obtain additional information or clarification, as needed; and (2) Results in a confidence level of “Medium” in the resulting score. (b) Applicability. This clause applies to covered contractor information systems that are required to comply with the National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, in accordance with Defense Federal Acquisition Regulation System (DFARS) clause at 252.204-7012, Safeguarding Covered Defense Information and Cyber Incident Reporting, of this contract. (c) Requirements. The Contractor shall provide access to its facilities, systems, and personnel necessary for the Government to conduct a Medium or High NIST SP 800–171 DoD Assessment, as described in NIST SP 800–171 DoD Assessment Methodology at https://www.acq.osd.mil/asda/dpc/cp/cyber/docs/safeguarding/NIST-SP-800-171-Assessment-Methodology-Version-1.2.1-6.24.2020.pdf , if necessary. (d) Procedures. Summary level scores for all assessments will be posted in the Supplier Performance Risk System (SPRS) () to provide DoD Components visibility into the summary level scores of strategic assessments. (1) Basic Assessments. A contractor may submit, via encrypted email, summary level scores of Basic Assessments conducted in accordance with the NIST SP 800-171 DoD Assessment Methodology to for posting to SPRS. (i) The email shall include the following information: (A) Version of NIST SP 800-171 against which the assessment was conducted. (B) Organization conducting the assessment (e.g., Contractor self-assessment). (C) For each system security plan (security requirement 3.12.4) supporting the performance of a DoD contract— (1) All industry Commercial and Government Entity (CAGE) code(s) associated with the information system(s) addressed by the system security plan; and (2) A brief description of the system security plan architecture, if more than one plan exists. (D) Date the assessment was completed. (E) Summary level score (e.g., 95 out of 110, NOT the individual value for each requirement). (F) Date that all requirements are expected to be implemented (i.e., a score of 110 is expected to be achieved) based on information gathered from associated plan(s) of action developed in accordance with NIST SP 800-171. (ii) If multiple system security plans are addressed in the email described at paragraph (b)(1)(i) of this section, the Contractor shall use the following format for the report: (a) Definitions. The terms used in this clause are defined in the Rights in Technical Data—Other Than Commercial Products and Commercial Services clause of this contract. (b) Commercial products or commercial services–presumption regarding development exclusively at private expense. The Contracting Officer will presume that the Contractor’s or a subcontractor’s asserted use or release restrictions with respect to a commercial product or commercial service are justified on the basis that the item was developed exclusively at private expense. The Contracting Officer will not issue a challenge unless there are reasonable grounds to question the validity of the assertion that the commercial product or commercial service was developed exclusively at private expense. (c) Justification. The Contractor or subcontractor at any tier is responsible for maintaining records sufficient to justify the validity of its markings that impose restrictions on the Government and others to use, duplicate, or disclose technical data delivered or required to be delivered under the contract or subcontract. Except as provided in paragraph (b)(1) of this clause, the Contractor or subcontractor shall be prepared to furnish to the Contracting Officer a written justification for such restrictive markings in response to a challenge under paragraph (e) of this clause. (d) Prechallenge request for information. (1) The Contracting Officer may request the Contractor or subcontractor to furnish a written explanation for any restriction asserted by the Contractor or subcontractor on the right of the United States or others to use technical data. If, upon review of the explanation submitted, the Contracting Officer remains unable to ascertain the basis of the restrictive marking, the Contracting Officer may further request the Contractor or subcontractor to furnish additional information in the records of, or otherwise in the possession of or reasonably available to, the Contractor or subcontractor to justify the validity of any restrictive marking on technical data delivered or to be delivered under the contract or subcontract (e.g., a statement of facts accompanied with supporting documentation). The Contractor or subcontractor shall submit such written data as requested by the Contracting Officer within the time required or such longer period as may be mutually agreed. (2) If the Contracting Officer, after reviewing the written data furnished pursuant to paragraph (d)(1) of this clause, or any other available information pertaining to the validity of a restrictive marking, determines that reasonable grounds exist to question the current validity of the marking and that continued adherence to the marking would make impracticable the subsequent competitive acquisition of the item, component, or process to which the technical data relates, the Contracting Officer will follow the procedures in paragraph (e) of this clause. (3) If the Contractor or subcontractor fails to respond to the Contracting Officer's request for information under paragraph (d)(1) of this clause, and the Contracting Officer determines that continued adherence to the marking would make impracticable the subsequent competitive acquisition of the item, component, or process to which the technical data relates, the Contracting Officer may challenge the validity of the marking as described in paragraph (e) of this clause. (e) Challenge. (1) Notwithstanding any provision of this contract concerning inspection and acceptance, if the Contracting Officer determines that a challenge to the restrictive marking is warranted, the Contracting Officer will send a written challenge notice to the Contractor or subcontractor asserting the restrictive markings. The challenge notice and all related correspondence shall be subject to handling procedures for classified information and controlled unclassified information. Such challenge will — (i) State the specific grounds for challenging the asserted restriction including, for commercial products or commercial services, sufficient information to reasonably demonstrate that the commercial product or commercial service was not developed exclusively at private expense ; (ii) Require a response within 60 days justifying and providing sufficient evidence as to the current validity of the asserted restriction; (iii) State that a DoD Contracting Officer's final decision, issued pursuant to paragraph (g) of this clause, sustaining the validity of a restrictive marking identical to the asserted restriction, within the three-year period preceding the challenge, shall serve as justification for the asserted restriction if the validated restriction was asserted by the same Contractor or subcontractor (or any licensee of such Contractor or subcontractor) to which such notice is being provided; and (iv) State that failure to respond to the challenge notice may result in issuance of a final decision pursuant to paragraph (f) of this clause. (2) The Contracting Officer will extend the time for response as appropriate if the Contractor or subcontractor submits a written request showing the need for additional time to prepare a response. N6833525F3003 - FINAL Page 53 of 55 (3) The Contractor's or subcontractor's written response shall be considered a claim within the meaning of 41 U.S.C. 7101, Contract Disputes, and shall be certified in the form prescribed at 33.207 of the Federal Acquisition Regulation, regardless of dollar amount. (4) A Contractor or subcontractor receiving challenges to the same restrictive markings from more than one Contracting Officer shall notify each Contracting Officer of the existence of more than one challenge. The notice shall also state which Contracting Officer initiated the first in time unanswered challenge. The Contracting Officer initiating the first in time unanswered challenge after consultation with the Contractor or subcontractor and the other Contracting Officers, will formulate and distribute a schedule for responding to each of the challenge notices to all interested parties. The schedule will afford the Contractor or subcontractor an opportunity to respond to each challenge notice. All parties will be bound by this schedule. (f) Final decision when Contractor or subcontractor fails to respond.Upon a failure of a Contractor or subcontractor to submit any response to the challenge notice the Contracting Officer will issue a final decision to the Contractor or subcontractor in accordance with the Disputes clause of this contract. In order to sustain the challenge for commercial products or commercial services, the Contracting Officer will provide information demonstrating that the commercial product or commercial service was not developed exclusively at private expense . This final decision will be issued as soon as possible after the expiration of the time period of paragraph (e)(1)(ii) or (e)(2) of this clause. Following issuance of the final decision, the Contracting Officer will comply with the procedures in paragraphs (g)(2)(ii) through (iv) of this clause. (g) Final decision when Contractor or subcontractor responds. (1) If the Contracting Officer determines that the Contractor or subcontractor has justified the validity of the restrictive marking, the Contracting Officer will issue a final decision to the Contractor or subcontractor sustaining the validity of the restrictive marking, and stating that the Government will continue to be bound by the restrictive marking. This final decision will be issued within 60 days after receipt of the Contractor's or subcontractor's response to the challenge notice, or within such longer period that the Contracting Officer has notified the Contractor or subcontractor that the Government will require. The notification of a longer period for issuance of a final decision will be made within 60 days after receipt of the response to the challenge notice. (2)(i) If the Contracting Officer determines that the validity of the restrictive marking is not justified, the Contracting Officer will issue a final decision to the Contractor or subcontractor in accordance with the Disputes clause of this contract. In order to sustain the challenge for commercial products or commercial services, the Contracting Officer will provide information demonstrating that the commercial product or service was not developed exclusively at private expense. Notwithstanding paragraph (e) of the Disputes clause, the final decision will be issued within 60 days after receipt of the Contractor's or subcontractor's response to the challenge notice, or within such longer period that the Contracting Officer has notified the Contractor or subcontractor that the Government will require. The notification of a longer period for issuance of a final decision will be made within 60 days after receipt of the response to the challenge notice. (ii) The Government agrees that it will continue to be bound by the restrictive marking for a period of 90 days from the issuance of the Contracting Officer's final decision under paragraph (g)(2)(i) of this clause. The Contractor or subcontractor agrees that, if it intends to file suit in the United States Claims Court it will provide a notice of intent to file suit to the Contracting Officer within 90 days from the issuance of the Contracting Officer's final decision under paragraph (g)(2)(i) of this clause. If the Contractor or subcontractor fails to appeal, file suit, or provide a notice of intent to file suit to the Contracting Officer within the 90-day period, the Government may cancel or ignore the restrictive markings, and the failure of the Contractor or subcontractor to take the required action constitutes agreement with such Government action. (iii) The Government agrees that it will continue to be bound by the restrictive marking where a notice of intent to file suit in the United States Claims Court is provided to the Contracting Officer within 90 days from the issuance of the final decision under paragraph (g)(2)(i) of this clause. The Government will no longer be bound, and the Contractor or subcontractor agrees that the Government may strike or ignore the restrictive markings, if the Contractor or subcontractor fails to file its suit within 1 year after issuance of the final decision. Notwithstanding the foregoing, where the head of an agency determines, on a nondelegable basis, that urgent or compelling circumstances will not permit waiting for the filing of a suit in the United States Claims Court, the Contractor or subcontractor agrees that the agency may, following notice to the Contractor or subcontractor, authorize release or disclosure of the technical data. Such agency determination may be made at any time after issuance of the final decision and will not affect the Contractor's or subcontractor's right to damages against the United States where its restrictive markings are ultimately upheld or to pursue other relief, if any, as may be provided by law. (iv) The Government agrees that it will be bound by the restrictive marking where an appeal or suit is filed pursuant to the Contract Disputes statute until final disposition by an agency Board of Contract Appeals or the United States Claims Court. Notwithstanding the foregoing, where the head of an agency determines, on a nondelegable basis, following notice to the Contractor that urgent or compelling circumstances will not permit awaiting the decision by such Board of Contract Appeals or the United States Claims Court, the Contractor or subcontractor agrees that the agency may authorize release or disclosure of the technical data. Such agency determination may be made at any time after issuance of the final decision and will not affect the Contractor's or subcontractor's right to damages against the United States where its restrictive markings are ultimately upheld or to pursue other relief, if any, as may be provided by law. (h) Final disposition of appeal or suit. (1) If the Contractor or subcontractor appeals or files suit and if, upon final disposition of the appeal or suit, the Contracting Officer's decision is sustained— (i) The restrictive marking on the technical data shall be cancelled, corrected or ignored; and (ii) If the restrictive marking is found not to be substantially justified, the Contractor or subcontractor, as appropriate, shall be liable to the Government for payment of the cost to the Government of reviewing the restrictive marking and the fees and other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) incurred by the Government in challenging the marking, unless special circumstances would make such payment unjust. (2) If the Contractor or subcontractor appeals or files suit and if, upon final disposition of the appeal or suit, the Contracting Officer's decision is not sustained— (i) The Government will continue to be bound by the restrictive marking; and (ii) The Government will be liable to the Contractor or subcontractor for payment of fees and other expenses (as defined in 28 U.S.C. 2412(d)(2)(A)) incurred by the Contractor or subcontractor in defending the marking, if the challenge by the Government is found not to have been made in good faith. (i) Duration of right to challenge. The Government may review the validity of any restriction on technical data, delivered or to be delivered under a contract, asserted by the Contractor or subcontractor. During the period within three 3 years of final payment on a contract or within three 3 years of delivery of the technical data to the Government, whichever is later, the Contracting Officer may review and make a written determination to challenge the restriction. The Government may, however, challenge a restriction on the release, disclosure , or use of technical data at any time if such technical data— (1) Is publicly available; (2) Has been furnished to the United States without restriction; or (3) Has been otherwise made available without restriction. Only the Contracting Officer's final decision resolving a formal challenge by sustaining the validity of a restrictive marking constitutes “validation” as addressed in 10 U.S.C. 3785(c). (j) Decision not to challenge. A decision by the Government, or a determination by the Contracting Officer, to not challenge the restrictive marking or asserted restriction shall not constitute “validation.” (k) Privity of contract. The Contractor or subcontractor agrees that the Contracting Officer may transact matters under this clause directly with subcontractors at any tier that assert restrictive markings. However, this clause neither creates nor implies privity of contract between the Government and subcontractors. (l) Flowdown. The Contractor or subcontractor agrees to insert this clause in contractual instruments, including subcontracts and other contractual instruments for commercial products or commercial services, with its subcontractors or suppliers at any tier requiring the delivery of technical data. 252.227-7016 Rights in Bid or Proposal Information (JAN 2023) a) Definitions. (1) For contracts that require the delivery of technical data, the terms “technical data” and “computer software” are defined in the Rights in Technical Data—Other Than Commercial Products and Commercial Services clause of this contract or, if this is a contract awarded under the Small Business Innovation Research Program, the Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program clause of this contract. (2) For contracts that do not require the delivery of technical data, the term “computer software” is defined in the Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation clause of this contract or, if this is a contract awarded under the Small Business Innovation Research Program, the Rights in Other Than Commercial Technical Data and Computer Software —Small Business Innovation Research (SBIR) Program clause of this contract. (b Government rights prior to contract award. By submission of its offer, the Offeror agrees that the Government— (1) May reproduce the bid or proposal, or any portions thereof, to the extent necessary to evaluate the offer. (2) Except as provided in paragraph (d) of this clause, shall use information contained in the bid or proposal only for evaluational purposes and shall not disclose, directly or indirectly, such information to any person including potential evaluators, unless that person has been authorized by the head of the agency, his or her designee, or the Contracting Officer to receive such information. (c) Government rights subsequent to contract award. The Contractor agrees— N6833525F3003 - FINAL Page 54 of 55 (1) Except as provided in paragraphs (c)(2), (d), and (e) of this clause, the Government shall have the rights to use, modify, reproduce, release, perform, display, or disclose information contained in the Contractor's bid or proposal within the Government. The Government shall not release, perform, display, or disclose such information outside the Government without the Contractor's written permission. (2) The Government’s right to use, modify, reproduce, release, perform, display, or disclose information that is technical data or computer software required to be delivered under this contract are determined by the Rights in Technical Data—Other Than Commercial Products and Commercial Services, Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation, or Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program clause(s) of this contract. (d) Government-furnished information. The Government's rights with respect to technical data or computer software contained in the Contractor's bid or proposal that were provided to the Contractor by the Government are subject only to restrictions on use, modification, reproduction, release, performance, display, or disclosure, if any, imposed by the developer or licensor of such data or software. (e) Information available without restrictions. The Government's rights to use, modify, reproduce, release, perform, display, or, disclose information contained in a bid or proposal, including technical data or computer software, and to permit others to do so, shall not be restricted in any manner if such information has been released or disclosed to the Government or to other persons without restrictions other than a release or disclosure resulting from the sale, transfer, or other assignment of interest in the information to another party or the sale or transfer of some or all of a business entity or its assets to another party. (f) Flowdown. The Contractor shall include this clause in all subcontracts or similar contractual instruments and require its subcontractors or suppliers to do so without alteration, except to identify the parties. 252.227-7025 -- Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (JAN 2023) (a)(1) For contracts in which the Government will furnish the Contractor with technical data, the terms "covered Government support contractor," "limited rights," and "Government purpose rights" are defined in the clause at 252.227-7013 , Rights in Technical Data–Other Than Commercial Products and Commercial Services. (2) For contracts in which the Government will furnish the Contractor with computer software or computer software documentation, the terms "covered Government support contractor," "government purpose rights," and "restricted rights" are defined in the clause at 252.227-7014 , Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation. (3) For Small Business Innovation Research program contracts, the terms "covered Government support contractor," “limited rights,” “restricted rights,” and “SBIR data rights” are defined in the clause at 252.227-7018 , Rights in Other Than Commercial Technical Data and Computer Software—Small Business Innovation Research (SBIR) Program. (b) Technical data or computer software provided to the Contractor as Government-furnished information (GFI) under this contract may be subject to restrictions on use, modification, reproduction, release, performance, display, or further disclosure. (1) GFI marked with limited rights, restricted rights, or SBIR data rights legends. (i) The Contractor shall use, modify, reproduce, perform, or display technical data received from the Government with limited rights legends, computer software received with restricted rights legends, or SBIR technical data or computer software received with SBIR data rights legends (during the SBIR data protection period) only in the performance of this contract. The Contractor shall not, without the express written permission of the party whose name appears in the legend, release or disclose such data or software to any unauthorized person. (ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to the additional terms and conditions at paragraph (b)(5) of this clause. (2) GFI marked with government purpose rights legends. The Contractor shall use technical data or computer software received from the Government with government purpose rights legends for government purposes only. The Contractor shall not, without the express written permission of the party whose name appears in the restrictive legend, use, modify, reproduce, release, perform, or display such data or software for any commercial purpose or disclose such data or software to a person other than its subcontractors, suppliers, or prospective subcontractors or suppliers, who require the data or software to submit offers for, or perform, contracts under this contract. Prior to disclosing the data or software, the Contractor shall require the persons to whom disclosure will be made to complete and sign the non-disclosure agreement at 227.7103-7 . (3) GFI marked with specially negotiated license rights legends. (i) The Contractor shall use, modify, reproduce, release, perform, or display technical data or computer software received from the Government with specially negotiated license legends only as permitted in the license. Such data or software may not be released or disclosed to other persons unless permitted by the license and, prior to release or disclosure, the intended recipient has completed the non-disclosure agreement at 227.7103-7 . The Contractor shall modify paragraph (1)(c) of the non-disclosure agreement to reflect the recipient's obligations regarding use, modification, reproduction, release, performance, display, and disclosure of the data or software. (ii) If the Contractor is a covered Government support contractor, the Contractor may also be subject to some or all of the additional terms and conditions at paragraph (b)(5) of this clause, to the extent such terms and conditions are required by the specially negotiated license. (4) GFI technical data marked with commercial restrictive legends. (i) The Contractor shall use, modify, reproduce, perform, or display technical data that is or pertains to a commercial product or commercial service and is received from the Government with a commercial restrictive legend (i.e., marked to indicate that such data are subject to use, modification, reproduction, release, performance, display, or disclosure restrictions) only in the performance of this contract. The Contractor shall not, without the express written permission of the party whose name appears in the legend, use the technical data to manufacture additional quantities of the commercial products, or release or disclose such data to any unauthorized person. (ii) If the Contractor is a covered Government support contractor, the Contractor is also subject to the additional terms and conditions at paragraph (b)(5) of this clause. (5) Covered Government support contractors. If the Contractor is a covered Government support contractor receiving technical data or computer software marked with restrictive legends pursuant to paragraphs (b)(1)(ii), (b)(3)(ii), or (b)(4)(ii), the Contractor further agrees and acknowledges that— (i) The technical data or computer software will be accessed and used for the sole purpose of furnishing independent and impartial advice or technical assistance directly to the Government in support of the Government’s management and oversight of the program or effort to which such technical data or computer software relates, as stated in this contract, and shall not be used to compete for any Government or non-Government contract; (ii) The Contractor will take all reasonable steps to protect the technical data or computer software against any unauthorized release or disclosure; (iii) The Contractor will ensure that the party whose name appears in the legend is notified of the access or use within thirty (30) days of the Contractor's access or use of such data or software; (iv) The Contractor will enter into a non-disclosure agreement with the party whose name appears in the legend, if required to do so by that party, and that any such non-disclosure agreement will implement the restrictions on the Contractor's use of such data or software as set forth in this clause. The non-disclosure agreement shall not include any additional terms and conditions unless mutually agreed to by the parties to the non-disclosure agreement; and (v) That a breach of these obligations or restrictions may subject the Contractor to— (A) Criminal, civil, administrative, and contractual actions in law and equity for penalties, damages, and other appropriate remedies by the United States; and (B) Civil actions for damages and other appropriate remedies by the party whose name appears in the legend. (c) Indemnification and creation of third party beneficiary rights. The Contractor agrees— (1) To indemnify and hold harmless the Government, its agents, and employees from every claim or liability, including attorneys fees, court costs, and expenses, arising out of, or in any way related to, the misuse or unauthorized modification, reproduction, release, performance, display, or disclosure of technical data or computer software received from the Government with restrictive legends by the Contractor or any person to whom the Contractor has released or disclosed such data or software; and (2) That the party whose name appears on the restrictive legend, in addition to any other rights it may have, is a third party beneficiary who has the right of direct action against the Contractor, or any person to whom the Contractor has released or disclosed such data or software, for the unauthorized duplication, release, or disclosure of technical data or computer software subject to restrictive legends. (d) The Contractor shall ensure that its employees are subject to use and non-disclosure obligations consistent with this clause prior to the employees being provided access to or use of any GFI covered by this clause. N6833525F3003 - FINAL Page 55 of 55 Section J - List of Attachments Attachment 1 Surveillance Activity Checklist Attachment 2 CDRLs Attachment 3 DD-254 Attachment 6 Statement of Work Attachment Number File Name Description 1 Attachment 1 - Surveillance Activity Checklist N68335-25- R-3004.docx Surveillance Activity Checklist 2 Attachment 2 - CDRLs N68335-25-R-3004.pdf CDRL Package 3 Attachment 3 - DD254 N68335-25-R-3004.pdf DD254 6 Attachment 6 - Statement of Work Rev 3.docx Statement of Work Revision 3
Castellum, Inc.
Insider Trading Policy
Revised and adopted by the Board of Directors on November 9, 2023
I. Purpose
Castellum, Inc. (the “Company”) has adopted this Insider Trading Policy (this “Policy”) to help its directors, officers, and employees comply with the insider trading laws and to prevent even the appearance of improper insider trading.
II. Scope
A. This Policy applies to all directors, officers, and employees of the Company, as well as their respective family members and others in their households (collectively referred to as “Insiders”), and any other individual the Compliance Officer, as defined below, may designate as Insiders because they have access to material nonpublic information concerning the Company.
B. Except as set forth explicitly below, this Policy applies to any and all transactions in the Company’s securities, including transactions in common stock, options, preferred stock, restricted stock, restricted stock units, and any other type of securities that the Company may issue. This Policy applies to such securities regardless of whether they are held in a brokerage account, a 401(k) or similar account, through an employee stock purchase plan or otherwise.
III. Specific Guidance
A. Generally Prohibited Activities. The prohibitions below apply to actions an Insider may take directly or indirectly through family members or other persons or entities.
1. Trading in Company Securities.
a. No Insider may buy, sell, or otherwise transact in (including gifting of) Company securities while aware of material nonpublic information concerning the Company.
b. No Insider may buy, sell, or otherwise trade in Company securities during any special trading blackout period applicable to such Insider as designated by the Compliance Officer.
2. Tipping.
Providing material nonpublic information to another person who may trade or advise others to trade on the basis of that information is known as “tipping” and is illegal. Therefore, no Insider may “tip” or provide material nonpublic information concerning the Company, unless required as part of that Insider’s regular duties for the Company and authorized by the Compliance Officer.
3. Giving Trading Advice.
No Insider may give trading advice of any kind about the Company to anyone, whether or not such an Insider is aware of material nonpublic information about the Company, except that Insiders should advise other Insiders not to trade if such trading might violate the law or this Policy.
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4. Engaging in Short Sales.
No Insider may engage in short sales of Company securities. A short sale is the sale of a security that the seller does not own at the time of the trade.
5. Engaging in Derivative Transactions.
No Insider may engage in transactions in puts, calls, or other derivative instruments that relate to or involve Company securities. Such transactions are, in effect, bets on short term movements in the Company’s stock price and therefore create the appearance that the transaction is based on nonpublic information.
6. Hedging.
No Insider may engage in hedging transactions involving Company securities, including forward sale or purchase contracts, equity swaps, collars, or exchange funds. Such transactions are speculative in nature and therefore create the appearance that the transaction is based on nonpublic information.
7. Trading on Margin or Pledging.
No Insider may hold Company securities in a margin account or pledge (or hypothecate) Company securities as collateral for a loan. Margin sales or foreclosure sales may occur at a time when the Insider is aware of material nonpublic information or otherwise is not permitted to trade in Company securities.
8. Trading in Securities of Other Companies.
No Insider may, while in possession of material nonpublic information about any other public company gained in the course of employment with the Company, (a) trade in securities of the other public company, (b) “tip” or disclose such material nonpublic information concerning that company to anyone, or (c) give trading advice of any kind to anyone concerning the other public company.
B. Additional Restrictions Applicable to Section 16 Individuals and Key Employees.
1. No Section 16 Individual or Key Employee (each as defined below) may trade in Company securities outside of the Company trading window described in Section V.B. below.
2. No Section 16 Individual may trade in Company securities unless the trade(s) have been approved by the Compliance Officer in accordance with the procedures set forth in Section V.C.1. below.
C. Exceptions.
The prohibited activities do not apply to:
1. Exercises of stock options or similar equity awards or the surrender of shares to the Company in payment of the stock option exercise price or in satisfaction of any withholding obligations, provided that any securities acquired pursuant to such exercise may not be sold, including as part of a broker-assisted cashless exercise, while the Insider is in possession of material nonpublic information or subject
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to a special trading blackout or, with respect to Section 16 Individuals and Key Employees, while the Company’s trading window is closed.
2. The vesting of restricted stock, or the exercise of a tax withhold right pursuant to which an Insider elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock, provided that any securities acquired pursuant to such vesting may not be sold while the Insider is in possession of material nonpublic information or subject to a special trading blackout or, with respect to Section 16 Individuals and Key Employees, while the Company’s trading window is closed.
3. Acquisitions or dispositions of Company securities under any individual account that are made pursuant to standing instructions entered into while the Insider is not in possession of material nonpublic information or otherwise subject to a special trading blackout and, with respect to Section 16 Individuals and Key Employees, while the Company’s trading window is open.
4. Other purchases of securities from the Company or sales of securities to the Company that do not involve a market transaction.
5. Purchases or sales made pursuant to a Rule 10b5-1 plan that is adopted and operated in compliance with the terms of this Policy (see Section VII).
IV. Determining whether information is material and nonpublic.
A. Definition of “Material” Information.
1. There is no bright line test for determining whether particular information is material. Such a determination depends on the facts and circumstances unique to each situation and cannot be made solely on the potential financial impact of the information.
2. In general, information about the Company should be considered “Material” if:
•A reasonable investor would consider the information significant when deciding whether to buy or sell Company securities; or
•The information, if disclosed, could be viewed by a reasonable investor as having significantly altered the total mix of information available in the marketplace about the Company.
•Put simply, if the information could reasonable be expected to affect the price of the Company’s stock, it should be considered material.
3. It is important to remember that whether information is material will be viewed by enforcement authorities with the benefit of hindsight. In other words, if the price of the Company’s stock changed as a result of the information having been made public, it will likely be considered material by enforcement authorities.
4. While it is not possible to identify every type of information that could be deemed “Material,” the following matters ordinarily should be considered material:
•Projections of future earnings or losses, or other earnings guidance, or changes in projections or guidance.
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•Financial performance, especially quarterly and year-end earnings or significant changes in financial performance or liquidity.
•Potential significant mergers and acquisitions or the sale of significant assets or subsidiaries.
•New major contracts, orders, suppliers, customers, or finance sources, or the loss thereof.
•Major discoveries or significant changes or developments in products, services, research, or technologies.
•Stock splits, public or private securities/debt offerings, or changes in dividend policies or amounts.
•Significant changes in senior management.
•Actual or threatened major litigation, or the resolution of such litigation.
•The contents of forthcoming publications that may affect the market price of the Company securities.
•Significant breaches of information technology systems or other events impacting cybersecurity.
B. Definition of “Nonpublic” Information.
Information is “nonpublic” if it has not been disseminated to investors through a widely circulated new or wire service (such as Dow Jones, Bloomberg, PR Newswire, etc.) or through a public filing with the Securities and Exchange Commission (the “SEC”). For the purposes of this Policy, information will be not considered public until after the close of trading on the first full trading day following the Company’s widespread public release of the information.
C. Consult the Compliance Officer for Guidance.
Any Insider who is unsure whether the information that he or she possesses is material or nonpublic should consult the Compliance Officer for guidance before trading in any Company securities.
V. Additional provisions for Section 16 Individuals and Key Employees
A. Definitions of Section 16 Individuals and Key Employees.
1. “Section 16 Individual” – Each member of the Company’s Board of Directors (“Board”), those officers of the Company designated by the Board as “Section 16 Officers” of the Company, and their respective family members and others in their households.
2. “Key Employees” – the following individuals are Key Employees because of their position with the Company and their possible access to material nonpublic information:
•Active employees of the Company who have met or currently meet the eligibility requirements to receive annual stock option and/or restricted stock unit awards from the Compensation, Culture, and People Committee of the Board (the “Committee”); and
•Any other individual designated from time to time by the Compliance Officer, the Board, or the Committee as a Key Employee.
•Employees and other individuals who are recipients of stock options and/or restricted stock unit awards from the Committee that are broad-based or special awards from the Chief Executive Officer or other authorized officer under a pool of stock options or restricted stock units
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established by the Committee shall not be considered Key Employees unless they also meet one or more of the conditions set forth in the preceding two bullets.
B. The Trading Window.
1. Trading Only While Trading Window is Open. Section 16 Individuals and Key Employees may buy, sell, or trade in Company securities only while the Company’s trading window is open. In general, the Company’s trading window opens after the close of trading on the second full trading day following the Company’s public announcement of the previous quarter’s earnings and ends on the last trading day of the second week prior to the end of the next fiscal quarter.
2. No Trading While Aware of Material Nonpublic Information. Notwithstanding the provisions of the immediately preceding section, any Section 16 Individual or Key Employee who is in possession of material nonpublic information regarding the Company may not trade in Company securities during an open trading window until the close of trading on the first full trading day following the Company's widespread public release of such information.
3. Exceptions for Hardship Cases. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of the applicable trading windows (but not during special trading blackout periods) due to financial hardship or other hardships but only in accordance with the procedures set forth in Section V.C.2. below.
C. Procedures for Approving Trades by Section 16 Individuals and Hardship Cases.
1. Section 16 Individual Trades. No Section 16 Individual may trade in Company securities until:
a. the individual has notified the Compliance Officer in writing, at least three business days prior to the proposed trade(s), of the amount and nature of the proposed trade(s), and
b. the individual has certified to the Compliance Officer in writing, no more than three business days prior to the proposed trade(s), that he or she is not aware of material nonpublic information regarding the Company.
The notice and certification required by this Section V.C.1. shall be given using the form attached hereto as Exhibit A. Beginning on the day that is the fourth business day following the date of such notice, and for four additional business days thereafter, provided that the facts referred to in Section V.C.1.b. remain correct, the Section 16 Individual may execute the trade set forth in such notice. Once the approval period identified in the notice has expired, a new notice and certification pursuant to this Section V.C.1. must be given in order for the Section 16 Individual to trade in Company securities.
2. Hardship Trades. The Compliance Officer may, on a case-by-case basis, authorize trading in Company securities outside of an applicable trading window due to financial hardship or other hardships only after:
a. the person trading has notified the Compliance Officer in writing of the circumstances of the hardship and the amount and nature of the proposed trade(s), and
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b. the person trading has certified to the Compliance Officer in writing no earlier than two business days prior to the proposed trade(s) that he or she is not aware of material nonpublic information concerning the Company.
3. Compliance Officer Trades. If the Compliance Officer desires to complete any trades involving Company securities, he or she must first obtain the approval of the Chief Executive Officer or the Chief Financial Officer of the Company.
4. No Obligation to Approve Trades. The existence of the foregoing approval procedures does not in any way obligate the Compliance Officer (or, in the case of any trade by the Compliance Officer, the Chief Executive Officer or the Chief Financial Officer of the Company) to approve any trades requested by Section 16 Individuals, hardship applicants, or the Compliance Officer.
VI. Compliance Officer.
The Company has designated its General Counsel as the individual responsible for administration of this Policy (the “Compliance Officer”). The duties of the Compliance Officer include the following:
A. Administering the Policy and monitoring and enforcing compliance with all Policy provisions and procedures.
B. Responding to all inquiries relating to this Policy.
C. Reviewing and either approving or denying all proposed trades by Section 16 Individuals in accordance with the procedures set forth in Section V.C.1. above.
D. After discussing with the Chief Financial Officer and Chairman of the Audit Committee, designating and announcing special trading blackout periods during which certain Insiders may not trade in Company securities.
E. Providing copies of this Policy and other appropriate materials to all new Insiders.
F. Administering, monitoring, and enforcing compliance with all federal and state insider trading laws and regulations.
G. Assisting in the preparation and filing of all required SEC reports relating to insider trading in Company securities.
H. Revising the Policy as necessary to reflect changes in federal or state insider trading laws and regulations, or as otherwise deemed necessary or appropriate.
I. The Compliance Officer may designate one or more individuals who may perform the Compliance Officer’s duties in the event that the Compliance Officer is unable or unavailable to perform such duties.
VII. Rule 10b-5-1 Trading Plans.
A. General Information.
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Under Rule 10b5-1 of the Securities Exchange Act of 1934, an individual has an affirmative defense against an allegation of insider trading if he or she demonstrates that the purchase, sale, or trade in question took place pursuant to a binding contract, specific instruction, or written plan that was put into place before he or she became aware of material nonpublic information. Such contracts, irrevocable instructions, and plans are commonly referred to as Rule 10b5-1 plans (“Trading Plan(s)”).
Trading Plans have the obvious advantage of protecting against insider trading liability. However, they also require advance commitments regarding the amounts, prices, and timing of purchases or sales of Company securities and this limits flexibility and discretion. In addition, once a Trading Plan has been adopted, it is generally not permissible to amend or modify it. Accordingly, while some individuals may find Trading Plans attractive, they may not be suitable for all Insiders.
B. Specific Requirements.
1. Pre-Approval. For a Trading Plan to serve as an adequate defense against an allegation of insider trading, a number of legal requirements must be satisfied. Accordingly, anyone wishing to establish a Trading Plan must first submit the proposed plan to be adopted to the Compliance Officer and receive approval from the Compliance Officer or his or her designee. Section 16 Individuals or Key Employee wanting to establish a Trading Plan must also satisfy the notification and certification requirements set forth in section V.C.1. above., as well as providing a written certification at the time of the adoption of the Trading Plan or modified Trading Plan that (a) he or she is not aware of any material nonpublic information about the Company or its securities, and (b) he or she is adopting the plan in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b-5.
2. Material Nonpublic Information, Special Blackouts and Trading Plan Adopted in Good Faith. An individual desiring to enter into a Trading Plan must (a) enter into the Trading Plan at a time when he or she is not aware of any material nonpublic information about the Company, (b) not otherwise be subject to a special trading blackout, and (c) adopt the plan in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b-5.
3. Trading Window. Section 16 Individuals and Key Employees may only establish a Trading Plan when the Company’s trading window is open.
4. Waiting Period. To avoid even the appearance of impropriety, trades under a Trading Plan cannot begin until the later of (a) 90 days after the adoption or modification of the Trading Plan or (b) two business days after the Company files a quarterly or annual financial report with the SEC covering the quarter in which the Trading Plan was adopted or modified, but no later than 120 days after the Trading Plan is established. The waiting period does not begin until the Compliance Officer or his designee has provided the approval required in VII.B.1.
5. Trading Plan Limitations. Section 16 Individuals and Key Employees will generally be permitted to have only one Trading Plan covering the same time period for open market purchases or sales; provided, however, the Compliance Officer may permit Section 16 Individuals and Key Employees to have two separate Trading Plans if (a) trading under one plan does not commence until all trades under the other have been completed or (b) the second Trading Plan is established to cover sales needed to satisfy tax withholding obligations triggered by the vesting of equity compensation granted to
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the Section 16 Individual or Key Employee. Section 16 Individuals and Key Employees will be prohibited from establishing more than one Trading Plan in any twelve month period which facilitates a single-trade (a “Single Trade Plan”); provided, however, the Compliance Officer may permit a second Single Trade Plan if it is established to cover sales needed to satisfy tax withholding obligations triggered by the vesting of equity compensation granted to the Section 16 Individual or Key Employee.
VIII. Post-Termination Transactions.
This Policy continues to apply to transactions in the Company’s securities after termination of service to the Company. If an individual is in possession of material nonpublic information when his or her service terminates, or if the Company’s trading window is closed at the time of termination, that individual may not trade in the Company’s securities until any such material nonpublic information has become public or is no longer material and/or the Company’s trading window has opened. The pre-clearance procedures specified in Section V.C.1. above, however, will cease to apply to transactions in the Company’s securities upon the opening of the Company’s trading window and/or expiration of any special trading blackout period, at which point the provisions set forth in Section V.B.1. above shall no longer apply.
IX. Potential Penalties and Disciplinary Sanctions.
A. Civil and Criminal Penalties. The consequences of prohibited insider trading or tipping can be severe. Persons violating insider trading or tipping rules may be required to disgorge the profit made or the loss avoided by the trading, pay the loss suffered by the person who purchased securities from or sold securities to the Insider or tippee, pay significant civil and/or criminal penalties, and serve a lengthy jail term. The Company in such circumstances may also be required to major civil or criminal penalties.
B. Company Discipline. Violation of this Policy or federal or state insider trading or tipping laws by any Insider may, in the case of a director, subject the director to dismissal proceedings, and in the case of an officer or employee, subject the officer or employee to disciplinary action by the Company up to and including termination for cause.
C. Reporting of Violations. Any Insider who violates this Policy or any federal or state law governing insider trading or tipping, or knows of any such violation by any other Insider, must report the violation immediately to the Compliance Officer. Upon determining that any such violation has occurred, the Compliance Officer, in consultation with the Chair of the Company’s Audit Committee of the Board, will determine whether the Company should release any material nonpublic information, and when required by applicable law, shall cause the Company to report the violation to the SEC or other appropriate governmental authority.
X. Miscellaneous.
This Policy will be delivered to all directors, officers, employees, and designated outsiders upon its adoption by the Board of Directors of the Company and to all new directors, officers, employees, and designated outsiders at the start of their employment or relationship with the Company. Upon first receiving a copy of this Policy or revised versions, each Section 16 Individual and Key Employee must
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sign an acknowledgement that he or she has received a copy of this Policy and agrees to comply with its terms.
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Receipt and Acknowledgement
Upon first receiving a copy of the Castellum, Inc. Insider Trading Policy or any revised version thereof, each member of the Board of Directors, each officer designated under the Policy as a “Section 16 Individual” and each individual meeting the definition of “Key Employee” must sign and return to the office of the General Counsel the following receipt and acknowledgement.
I, ___________________________, hereby acknowledge that I have received and read a copy of the Castellum, Inc. Insider Trading Policy and agree to comply with its terms. I understand the violation of insider trading or tipping laws and regulations may subject me to severe civil and/or criminal penalties, and that violation of the terms of the Castellum, Inc. Insider Trading Policy may subject me to discipline by the Company up to and including termination for cause.
___________________________________
Signature/Date
___________________________________
Printed Name
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Exhibit A
Castellum, Inc.
Insider Trading Policy
Notice and Certification for Section 16 Individuals
To the Compliance Officer:
I hereby notify you of my intent to trade in securities of Castellum, Inc (the ‘Company”). The amount and nature of the proposed trade is as follows:
_____ Exercise ________ non-qualified stock options granted under the Castellum, Inc. 2021 Stock Incentive Plan on ________________;
_____ Sell in the open market ________ shares of the Company’s common stock currently held at ______________________________(example: Name of brokerage firm, or in certificated form);
_____ Purchase in the open market ________ shares of the Company’s common stock;
_____ Gift shares of Company’s common stock to ____________________________.
_____ Adopt a Trading Plan to sell ____________ shares of the Company’s common stock on ________________________________.
_____ Other (explain)
I understand that I am not authorized to trade in Company securities or adopt a Trading Plan in reliance upon this Notice and Certification until the date upon which this Notice and Certification is approved by the Compliance Officer or his/her designee, and that such authorization will continue until _____________(insert the date that is five business days after the date hereof.) I understand that if I have not completed my proposed trade or adopted my Trading Plan by the last date of the authorization set forth in the immediately preceding sentence, I must submit a new Notice and Certification in order to trade in Company securities or adopt a plan.
I hereby certify that I am not aware of material nonpublic information concerning the Company.
If I am adopting a Trading Plan, I further certify that I am not otherwise subject to a special trading blackout, and this Trading Plan is be adopted in good faith and not as a part of a plan or scheme to evade the prohibitions of Rule 10b-5.
___________________________________
Signature/Date
___________________________________
Printed Name
11
Exhibit 21.1
List of Subsidiaries
Castellum, Inc.
Subsidiary Name | State of Organization | Percentage Owned | ||||||
Corvus Consulting, LLC (“Corvus”) | Virginia | 100% | ||||||
Specialty Systems, Inc. (“SSI”) | New Jersey | 100% | ||||||
Global Technology and Management Resources, Inc. (“GTMR”) | Maryland | 100% | ||||||
Castellum Advanced Technology Products, Inc. | Nevada | 100% | ||||||
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement No. 333-284205 on Form S-3 of Castellum, Inc. of our report dated March 9, 2026, relating to the consolidated financial statements of Castellum, Inc., appearing in this Annual Report on Form 10-K of Castellum, Inc. for the year ended December 31, 2025.
/s/ RSM US LLP
McLean, Virginia
March 9, 2026
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Castellum, Inc. of our report dated March 9, 2026, relating to the consolidated financial statements of Castellum, Inc., appearing in the Annual Report on Form 10-K of Castellum, Inc. for the year ended December 31, 2025.
/s/ RSM US LLP
McLean, Virginia
March 9, 2026
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, Glen R. Ives, Chief Executive Officer of Castellum, Inc. (the “Company”), certify that:
(1)I have reviewed this Annual Report on Form 10-K for the fiscal period ended December 31, 2025;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
March 9, 2025
/s/ Glen R. Ives | |||||
Glen R. Ives | |||||
| Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
I, David T. Bell, Chief Financial Officer of Castellum, Inc. (the “Company”), certify that:
(1)I have reviewed this Annual Report on Form 10-K for the fiscal period ended December 31, 2025;
(2)Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)Based on my knowledge, the financial statements, and other financial information included in the report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods represented in this report;
(4)The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:
(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the report is being prepared;
(b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and
(5)The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and to the audit committee of the board of directors (or persons fulfilling the equivalent function):
(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and
(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
March 9, 2025
/s/ David T. Bell | |||||
| David T. Bell | |||||
| Chief Financial Officer | |||||
(Principal Financial Officer and Principal Accounting Officer) | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Castellum, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Glen R. Ives, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
March 9, 2025
/s/ Glen R. Ives | |||||
| Glen R. Ives | |||||
| Chief Executive Officer | |||||
(Principal Executive Officer) | |||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of Castellum, Inc. (the “Company”) for the period ended December 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, David T. Bell, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
March 9, 2025
/s/ David T. Bell | |||||
| David T. Bell | |||||
| Chief Financial Officer | |||||
(Principal Financial Officer and Principal Accounting Officer) | |||||
Castellum, Inc.
Compensation Clawback Policy
Revised and adopted by the Board of Directors on November 9, 2023
Each current or former executive officer shall repay or forfeit, to the fullest extent permitted by law and as directed by the independent members of the Board of Directors as identified pursuant to applicable exchange listing standards (“Independent Directors”) of Castellum, Inc. (“Company,”), any annual incentive or other performance-based compensation awards (“Awards”) received by him or her, if:
a.the payment, grant, or vesting of the Awards was based on the achievement of financial results that were subsequently the subject of a restatement of the Company’s financial statements filed with the Securities and Exchange Commission; and
a.the amount of the compensation that would have been received by the executive officer had the financial results been properly reported would have been lower than the amount actually received.
The Independent Directors shall have full and final authority to make all determinations under this policy, including without limitation whether the policy applies and whether any recovery would be deemed impracticable. Repayment can be made from the proceeds of the sale of Company stock and the forfeiture of other outstanding awards. All determinations and decisions made by the Board’s Independent Directors pursuant to the provisions of this policy shall be final, conclusive, and binding on all persons, including the Company, its affiliates, its stockholders, and employees.
Each Award agreement or other document setting forth the terms and conditions of any annual incentive or other performance-based Award granted to an executive officer shall be deemed to include the provisions of this policy. The remedy specified in this policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company.