-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TnZ6pg31ztTg/DR8FKJS+eXvq6g9i/N59PqhJNk3NiUdz2SYd/sTC0w+cs7s2nbI s5QoV9PdVRoTBAOF+puG6Q== /in/edgar/work/20000717/0000950123-00-006594/0000950123-00-006594.txt : 20000920 0000950123-00-006594.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950123-00-006594 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20000717 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNACS INC CENTRAL INDEX KEY: 0001107926 STANDARD INDUSTRIAL CLASSIFICATION: [7812 ] STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-33516 FILM NUMBER: 674297 BUSINESS ADDRESS: STREET 1: 35111 US HIGHWAY 19 NORTH STREET 2: SUITE 300 CITY: PALM HARBOR STATE: FL ZIP: 34684 BUSINESS PHONE: 7277871245 S-1/A 1 s-1a.txt DYNACS INC 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 2000 REGISTRATION NO. 333-33516 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ DYNACS INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 8731 59-2521756 (STATE OR JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER OF INCORPORATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
------------------------ 35111 U.S. HIGHWAY 19 NORTH, SUITE 300 PALM HARBOR, FL 34684 (727) 787-1245 (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES AND PRINCIPAL PLACE OF BUSINESS) ------------------------ DR. RAMENDRA P. SINGH, PRESIDENT DYNACS INC. 35111 U.S. HIGHWAY 19 NORTH, SUITE 300 PALM HARBOR, FL 34684 (727) 787-1245 (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE) ------------------------ COPIES TO: GARY A. SCHONWALD, ESQ. RUBI FINKELSTEIN, ESQ. FRANKFURT, GARBUS, KURNIT, KLEIN & SELZ, P.C. ORRICK, HERRINGTON & SUTCLIFFE, LLP 488 MADISON AVENUE 666 FIFTH AVENUE NEW YORK, NY 10022 NEW YORK, NY 10103 (212) 980-0120 (212) 506-5000
------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date hereof. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] ------------------------ CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE OFFERING AMOUNT OF TO BE REGISTERED BE REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value(2)........... 3,450,000 $11.00 $37,950,000 $10,018.80 - ---------------------------------------------------------------------------------------------------------------------- Representatives' Warrants(3).............. 300,000 $13.20 $ 3,960,000 $ 1,045.44 - ---------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value(4)(5)........ 300,000 (6) (6) (6) - ---------------------------------------------------------------------------------------------------------------------- Total..................................... -- -- $41,910,000 $11,064.24(7) - ---------------------------------------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes a maximum of 450,000 shares that may be purchased by the underwriters to cover over-allotments, if any. (3) Issued to the Representatives of the underwriters. (4) Issuable upon the exercise of the Representatives' Warrants. (5) Pursuant to Rule 416, this Registration Statement also covers an indeterminable number of additional shares of Common Stock issuable as a result of any future anti-dilution adjustments in accordance with the terms of the Representatives' Warrants. (6) Pursuant to Rule 457(g), no additional registration fee is required for these shares of Common Stock. (7) $9,200.20 of this Registration Fee was paid by the Registrant upon the Registrant's initial filing of this Registration Statement with the Securities and Exchange Commission on March 29, 2000. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. Subject to completion, dated July 17, 2000. 3,000,000 SHARES DYNACS INC. COMMON STOCK Dynacs Inc. is offering 3,000,000 shares of its common stock in an initial public offering. Prior to this offering, there has been no public market for Dynacs' common stock. At the request of Dynacs, the underwriters have reserved at the initial public offering price up to 300,000 shares of common stock for sale to employees, customers and other business associates of Dynacs. It is anticipated that the public offering price will be between $9.00 and $11.00 per share. The common stock has been approved for listing on the Nasdaq National Market under the symbol DNAC. We and eight selling stockholders have granted the underwriters a 45-day option to purchase an additional 450,000 shares of common stock to cover over-allotments, if any. If this option is exercised in full, the total public offering price, underwriting discounts and commissions, and proceeds to us and the eight selling stockholders from this offering will be $ , $ , $ and $ , respectively. SEE "RISK FACTORS" BEGINNING ON PAGE 12 FOR FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN SHARES OF DYNACS. -------------------------
PER SHARE TOTAL --------- ----- Public offering price..................... Underwriting discounts and commissions.... Proceeds, before expenses, to Dynacs......
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The underwriters expect delivery and payment for the shares will be on , 2000. ------------------------- H. C. WAINWRIGHT & CO., INC. ROTH CAPITAL PARTNERS, INC. ------------------------- Prospectus dated , 2000. 3 DESCRIPTION OF INSIDE FRONT COVER GRAPHIC: The graphic at the top center of the page depicts Dynacs Inc.'s logo, "Dynacs," with the tag line "Digital Studios". Underneath the tag line, appears the following text: "(2.5% of revenues and 84.3% of capital asset investment for the nine-month period ended September 30, 1999)." Below this are 3 black and white and 3 color, single frame images of video material: 2 images (1 black and white, 1 color) from the television series "Bewitched", 2 images (1 black and white, 1 color) from the television series "I Dream of Jeannie" and 2 images (1 black and white, 1 color) from historical film footage depicting Roosevelt, Churchill and Stalin. These images depict examples of the work the company performs in converting black & white video material to color video material. To the upper-left of these images are the words "From Black & White..." and to the lower-right of these images are the words "...to Color" and "Digital Color Re-mastering." The graphic at the center-right of the page is an image from the animated short "Monkey Love" which depicts an example of Dynacs' work in providing digital services related to the production and restoration of animated cartoons. To the left of this image are the words "Digital Ink & Paint" and directly below the image are the words "Digital Cartoon Restoration." The graphics at the lower-left of the page are two images: the first is a single frame image from a "Gatorade" commercial and the second a single frame image from an episode of the television series "The X-Files." These images depict examples of Dynacs' work providing digital color special effects for television series, commercials and music videos. Next to these images are the words "Digital Color Special Effects for Television Series, Commercials and Music Videos." At the lower-right portion of the page is an image of Dynacs Inc.'s logo for its web site www.MarketYourMedia.com. The logo consists of an image of a television directly to the left of the words "marketyourmedia.com." Directly below this logo are the tag line words "Enabling the Digital Film & Video Future." Below this are four black and white images arranged and bordered to appear to be a part of a physical piece of film footage. The four images are the Hindenburg airship burning; a newsreel cameraman with a motion picture camera; two locomotive trains colliding; and a historical image of Roosevelt, Churchill and Stalin. Each image is a still image from film footage contained in the Sherman Grinberg Film Libraries and is representative of the historical, newsworthy and archival footage contained in the library. Below these images are the words "Web-based Digital Media Archive;" "E-cataloguing & On-line Distribution"; and "Owned, Licensed & Third-Party Representation." DESCRIPTION OF INSIDE BACK COVER GRAPHIC: The graphic at the top center of the back inside cover of the prospectus depicts the Dynacs Inc.'s logo, "Dynacs," with the tag line "Information & Applied Technology." Underneath the tag line, appears the following text: "(97.5% of revenues and 15.7% of capital asset investment for the nine-month period ended September 30, 1999)." Below the logo and tag line are three images: on the left, an artist rendering of the International Space Station; in the center, a photograph of a Space Shuttle launch; and to the right, a photograph of the launch operations center at the NASA Kennedy Space Center. Below the image of the International Space Station are the words "From Design & Launch....."; "Systems Integration"; "Simulation & Modeling"; "Satellite Systems & Operations"; and "Spaceflight Hardware and Software." Above the image of the launch operations center are the words "Internet Enablement"; "Information Systems Development"; "Website Database Design & Implementation"; "Information Systems Sustaining Engineering"; and "..... To Operations." In the center-lower left of the page are three images representing Dynacs' on-going efforts in the commercialization of technologies utilized by us in the performance of contracts with NASA and the Department of Defense. To the right of these three images are the words "Application of Aerospace Technologies in the Private Sector." The first image graphically depicts the multi-colored computational fluid dynamic (CFD) solution of the aerodynamic flow field of a wing of an aircraft and a tractor trailer cab. Within this image are the words: "High Speed Research Program CFD Solution for HSR Ref H Configuration"; and "CFD Analysis of Truck Vehicle Performance." To the left of this image are the words "Aerodynamic Modeling Technologies." Below this is the image of a computer screen entitled "Database Structure Module Hierarchy." This image is representative of the information technology products and services Dynacs provides to its clients. Below this image are the words "Business Systems Re-engineering & Internet Enablement." To the right of this is an image of a computer screen of the Dycolor software application, which is a software application developed and utilized by us to colorize digital film and video material. Below this are the words "Image Processing & Application Development." In the lower-right area of the page are the words "Innovation and Technology Growth" and three rectangles ordered left to right from smallest to largest with an upwardly sweeping arrow behind the three rectangles. The three rectangles and arrow depict the growth of technologies and technical competencies within Dynacs. The smallest rectangle is entitled "1985" and contains the following words: "Dynamics"; "Modeling & Simulation"; "3D/2D Visualization"; "Computer Graphics"; "Control Systems"; and "Guidance & Navigation" and has the word "Technology" going down the left side of the rectangle. The center rectangle contains the following words: "Smart Structures"; "Vibration Control"; "Laser Imaging"; "Structural Dynamics"; "Pointing & Shape Control"; "Computa- 4 tional Mechanics"; and "Combined Structure & Control Design" and has the word "Technology" going down the left side of the rectangle. The largest rectangle is entitled "2000" and contains the following words: Information Technologies"; "Computer Science Technologies"; "Internet Infrastructure -- Design & Dev."; "Technical/Business Re-engineering"; "Programming & SW Development"; "Graphic & Information Design"; "Real-time Video & Audio Servers"; "Client-Data Server Technologies"; "Digital Special Effects Technologies"; "Automatic Source Code Generation"; "Autonomous & Intelligent Systems"; "Applied Technologies"; "Project Management Technologies"; "System and Subsystem Engineering"; "Space Propulsion Technologies"; "Combustion Analysis & Flow Fields"; "Operations Software & Systems"; "Hardware Fabrication and Test"; "Computational Fluid Dynamics"; "Commercial Aircraft Technologies"; "Experimental Aerodynamics"; "Digital Media Storage Systems"; and "Medical Diagnostics & Imaging" and has the word "Technology" going down the left side of the rectangle. 5 TABLE OF CONTENTS
PAGE ---- Prospectus Summary.......................................... 4 Risk Factors................................................ 12 Use of Proceeds............................................. 19 Dividend Policy............................................. 21 Capitalization.............................................. 21 Dilution.................................................... 23 Selected Consolidated Financial Data........................ 24 Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 25 Business.................................................... 39 Management.................................................. 59 Principal and Selling Stockholders.......................... 66 Certain Transactions........................................ 68 Description of Securities................................... 72 Shares Eligible for Future Sale............................. 75 Underwriting................................................ 79 Legal Matters............................................... 82 Experts..................................................... 82 Available Information....................................... 82 Index to Financial Statements............................... F-1
6 PROSPECTUS SUMMARY You should read the following summary together with the more detailed information and Dynacs' financial statements and the notes to those statements appearing elsewhere in this prospectus. In this prospectus,"Dynacs," the "Company," "we," "us" and "our" refer to Dynacs Inc. and its subsidiaries, and the Securities Act of 1933, as amended, is referred to as the "Securities Act." References in this prospectus to backlog include funded and unfunded backlog. Funded backlog consists of the dollar amount of contracts in our information systems and aerospace/satellite systems and operations business that is currently appropriated by the customer and allocated to the contract or otherwise authorized for payment upon completion of a particular portion of the work. Unfunded backlog consists of the full contract award value of these contracts and includes renewals or extensions that have been priced but as to which the customer retains funding discretion. References in this prospectus to the term of any contract include the basic term and the term of any option periods, whether or not the relevant options have been exercised. OUR BUSINESS We develop, apply and provide services utilizing advanced technologies in the areas of information systems and aerospace/satellite systems and operations for U.S. Government agencies and private sector clients. More recently, we have begun providing information technology and digital content development and production services to the media and entertainment industry through our Digital Media and Entertainment Division. Our business strategy is to develop commercial applications for the technologies and know-how developed by us in our information and aerospace businesses to create and grow new businesses with strong profit potential. To date, the most significant commercial application of our proprietary technologies has been our use of these technologies to convert and reformat black-and-white film footage, including full length feature films and television series, and shorter length media, including cartoons, television commercials, music videos and short films and videos, into digital color material. We utilize these technologies to provide digital conversion and reformatting services to others as well as to enhance or modify other content, which was originally created for other purposes, for which we can then obtain a copyright. We believe that the digital distribution of visual media content utilizing internet technologies presents another significant commercial application of our know-how. To further our business strategy, we have: - spent over $4.0 million in the twelve-month period ended December 31, 1999 to build the infrastructure to grow our digital media and entertainment business, including the development of specialized software and computer hardware systems used for digital conversion, cataloguing and archiving of digital media content, and to convert full and short length media into digital color material, as well as for upgrading existing facilities, and - pursued an acquisition strategy aimed at acquiring media assets to which we can apply our technologies to enhance their earnings potential and create new, copyrighted visual media. We believe that we are the only provider of cost-effective processes to convert black-and-white full length films into digital color material. We believe that we are also the leading provider of converting the combined group of full length films and shorter length media, including cartoons, television commercials, music videos and short films and videos, into digital color material. Our past and current clients for these services include, among others, The Walt Disney Company (which generated 0.1% of our revenues for the nine-month period ended September 30, 1998 and 0.0% of our revenues for the six-month period ended March 31, 2000) and Columbia Pictures Television Group, a division of Sony Corporation (which generated 0.6% of our revenues for the nine-month period ended September 30, 1998 and 1.9% of our revenues for the six-month period ended March 31, 2000). We intend to use our information and digital technologies to develop Internet-based 4 7 distribution and business-to-business and business-to-consumer delivery of both our own and third-party owned digital media products and services through our MarketYourMedia.com web site. In 1998, as part of our media and entertainment business expansion, we began to acquire for our own account, directly and through joint projects, media products for colorization, while continuing to provide work-for-hire colorization services. We have entered into a non-binding letter of intent to acquire the Sherman Grinberg Film Libraries, Inc., one of the earliest and largest commercial newsreel film collections in the world. The libraries contain approximately 15.0 million feet of film footage and include, among other footage, the Pathe and Paramount Newsreels, as well as series such as "The Greatest Headlines of the Century." As a result of the acquisition of the Sherman Grinberg Film Libraries, Inc., if completed, Dynacs will acquire a 50.0% interest in, and the perpetual exclusive license to operate, the Pathe film collection consisting of 7.0 million feet of 35mm film dating from 1896 to 1957. We intend to pursue a digital production and distribution strategy utilizing our proprietary technologies, including colorization technologies, and our MarketYourMedia.com website to enhance the earnings potential and value of this asset. For the twelve-month period ended December 31, 1999, our gross revenues exceeded $72.9 million, of which $71.3 million, or 97.8%, were attributable to information systems and aerospace/satellite systems and operations contracts and $1.6 million, or 2.2%, were attributable to digital media and entertainment contracts. For the nine months ended September 30, 1999, total revenues were $55.3 million, of which $53.9 million, or 97.5%, were attributable to information systems and aerospace/satellite systems and operations contracts, and $1.4 million, or 2.5%, were attributable to digital media and entertainment contracts. For the six-month period ended March 31, 2000, total revenues were $36.6 million, of which $35.7 million, or 97.5% were attributable to information systems and aerospace/satellite systems and operations contracts, and $0.9 million, or 2.5%, were attributable to digital/media and entertainment contracts. OUR CORE TECHNOLOGIES Our Information and Applied Technology Division and Digital Media and Entertainment Division each utilizes one or more of our core technologies. Our core technologies include: - 3-D VISUALIZATION AND ANIMATION TECHNOLOGIES, USED TO REPRESENT STILL AND MOVING OBJECTS FOR THE AEROSPACE AND MEDIA INDUSTRIES. For example, under our $173.6 million, five-year contract with NASA's Kennedy Space Center ending September 30, 2002, our services include multimedia development and training, computer graphics and animation, and web site development and implementation services. - DIGITAL IMAGE PROCESSING AND IMAGE MANIPULATION TECHNOLOGIES USED TO CREATE AND ENHANCE IMAGES. For example, under our $2.9 million, 63-month contract with the U.S. Air Force Phillips Laboratory ending December 31, 2001, we have developed techniques to improve laser imaging of objects in space. - DESIGN, SIMULATION AND MODELING OF THREE-DIMENSIONAL OBJECTS IN MOTION, INCLUDING SATELLITES AND OTHER SPACECRAFT, MOTOR VEHICLES AND SAILBOATS. For example, under our five-year, $3.5 million contract with NASA ending September 30, 2000, we are developing spacecraft computer models for the Johnson Space Center. - INTERNET ENABLING AND COMPUTER TECHNOLOGIES USED IN THE MANAGEMENT OF INFORMATION SYSTEMS AND PROCESSES. For example, under our seven-year, $64.6 million subcontract with The Boeing Company ending September 30, 2001, we are integrating information systems for NASA's International Space Station. - SATELLITE OPERATING SOFTWARE. For example, under our 54-month, $5.3 million contract with TRW Inc. ending March 31, 2001, we develop software to operate satellite systems. 5 8 DIGITAL MEDIA AND ENTERTAINMENT We developed our digital media and entertainment business based on the same information management, visualization technologies and know-how initially developed by us for the aerospace industry. Through the use of our advanced proprietary technologies and our low cost overseas production facilities, we believe that we are able to provide clients with a realistic and aesthetically pleasing product on a faster production schedule and a more cost-effective basis than other currently available methods. We have also developed technologies for converting visual media into material for high definition television and theatrical projection. To date, we have completed film and television projects for The Walt Disney Company (0.1% of our revenues for the nine-month period ended September 30, 1998 and 0.0% of our revenues for the six-month period ended March 31, 2000) and Columbia Picture Television Group, a division of Sony Corporation (0.6% of our revenues for the nine-month period ended September 30, 1998 and 1.9% of our revenues for the six-month period ended March 31, 2000), and others, and have also created special color effects for commercials, music videos and documentaries. We seek to leverage our information management, visualization technologies and know-how initially developed by us for the aerospace industry to complete the development of our web site, "MarketYourMedia.com," and to enable us to establish ourselves as a leader in the visual content industry. Through MarketYourMedia.com, we intend to position Dynacs as a seller and distributor of visual media assets over the Internet. Once our web site is in operation, we plan to use this web site as an on-line media library and marketplace where we and other owners of digitized visual media can sell material to prospective licensees and consumers. We anticipate receiving fees from media owners for scanning, digitizing, colorizing, cataloging and archiving their materials. Prospective licensees will be able to search an on-line catalog of available materials and down-load selected materials for viewing. For third party owners of visual media, we will act as an intermediary and receive fees for properties licensed through the MarketYourMedia.com web-site. MARKETS According to International Data Corporation (IDC), a leading provider of information technology industry analysis and market data, the commercial market for the type of services that we provide in the area of information systems management and development is projected to sustain annual double-digit growth through 2004, with the U.S. remaining the largest regional market for information technology services. We believe that this substantial growth will result from the increasing dependency of businesses and governmental agencies on information technologies and the trend toward outsourcing of these services, which is particularly acute for companies whose information technology personnel lack the requisite skills and abilities to implement new technologies. The commercial markets for the type of services that we can provide in the area of aerospace/satellite systems and operations are expected to grow to $81.1 billion worldwide between 2000 and 2009, according to the Teal Group Corporation. The anticipated market demand reflects the dramatic growth projected in the global communications and information industry and the availability of new supporting technologies. Currently, the primary focus of our media and entertainment business is the world-wide market for digitally reformatted black-and-white television programming with an initial emphasis on family, children's and documentary programming. This market constitutes only a portion of the commercial markets for all television programming. 6 9 GROWTH STRATEGY We intend to grow our business by: - expanding our work in the field of digital media and entertainment by acquiring, colorizing, developing and distributing libraries of black-and-white television series, feature films and stock footage to network and cable television and for broad-band Internet presentation; - developing an on-line digital library and marketplace, under the name "MarketYourMedia.com," for the distribution of visual digital and other media content; - expanding our work in digital conversion and cataloguing, archiving of visual media content and digital film restoration, animation, and colorization; - identifying and pursuing further commercial applications of technologies and know-how which we have developed in our work, which may include joint ventures with or acquisitions of companies in related businesses; and - continuing to provide services to U.S. Government agencies on projects with high visibility as a means of developing new technologies and enhancing our reputation. 7 10 THE OFFERING Shares offered by Dynacs............... 3,000,000 shares Shares to be outstanding after this offering............................. 13,347,765 shares Use of proceeds........................ - Acquisition and development of rights in media assets - Expand and upgrade U.S. and overseas facilities and equipment and build new U.S. and overseas facilities - Repayment of line of credit - Hire additional marketing, technical and production personnel - Research and development - Repayment of related party debt - Marketing - Loan to related party - Working capital and general corporate purposes See "Use of Proceeds." NASDAQ National Market symbol.......... DNAC
The information throughout this prospectus gives effect to a 1,750-to-one stock split of our common stock on August 11, 1999, a 1.12299-to-one stock split on March 28, 2000 and a 1.3-to-one stock split on July 14, 2000. Unless otherwise specifically stated, information throughout this prospectus assumes: - an initial public offering price of $10.00 per share; - no exercise of the underwriters' over-allotment option, the representatives' warrants or other outstanding options and warrants other than the Mezzanine Warrants (as defined below); - the automatic conversion, at the effective date of this offering, of the equity interest of certain parties in our subsidiary, Cerulean FXs, Inc., into 912,064 shares of our common stock; - the acquisition of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. in exchange for 1,085,000 shares of our common stock; - the issuance of 5,000 shares of our common stock to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc., in consideration for a covenant not to compete; - the issuance of 10,000 shares of our common stock to an executive officer of Film Archive Finance Company, Inc. in consideration for entering into a non-competition agreement with us; - that the holders of unsecured promissory notes ("Mezzanine Notes") issued in connection with our November 1999 and January 2000 and February and March 2000 mezzanine financings (collectively, the "Mezzanine Financings") have elected to convert their Mezzanine Notes into an aggregate of 483,334 shares of our common stock; - that the warrants ("Mezzanine Warrants") issued in connection with the Mezzanine Financings to the holders of the Mezzanine Notes have been exercised for an aggregate of 635,050 shares of our common stock; 8 11 - that the warrants granted to H.C. Wainwright & Co., Inc., a representative of the underwriters in this offering, in consideration for services rendered as placement agent of the Mezzanine Financings for 62,834 shares of our common stock have been canceled; - 255,480 shares of common stock issuable upon the exercise of options at $.02 per share; and - no additional issuance of securities under our 1999 Long-Term Incentive Plan. We have excluded the following shares in calculating the number of shares of common stock that will be outstanding after the completion of this offering, - 470,088 shares of common stock that will be issuable upon the exercise of options we intend to issue upon the consummation of this offering to our employees under our 1999 Long-Term Incentive Plan at an exercise price equal to the initial public offering price of the common stock per share; - 255,480 shares of common stock that will be issuable upon the exercise of options we intend to issue upon the consummation of this offering to particular parties under our 1999 Long-Term Incentive Plan at an exercise price equal to the initial public offering price of the common stock per share in connection with our acquisition in August 1999 of Cerulean Colorization L.L.C.; - 51,097 shares of common stock that will be issuable upon the exercise of options we intend to issue upon the consummation of this offering to a director-nominee under our 1999 Long-Term Incentive Plan at an exercise price equal to the initial public offering price of the common stock per share in connection with our acquisition of Cerulean Colorization L.L.C., subject to Dynacs meeting specific performance targets; - 82,727 shares of common stock issuable to director-nominees and consultants upon the exercise of options we intend to issue pursuant to our 1999 Long-Term Incentive Plan at an exercise price equal to the initial public offering price of the common stock per share; - 300,000 shares of common stock that will be issuable upon the exercise of warrants we intend to grant to a representative of the underwriters of this offering in consideration for services rendered; and - 450,000 shares of common stock issuable upon the exercise of an option we and the selling stockholders intend to grant to the underwriters upon the consummation of this offering to cover over-allotments, if any, in this offering. 9 12 SUMMARY CONDENSED CONSOLIDATED FINANCIAL INFORMATION The following table presents summary condensed consolidated financial information with respect to Dynacs and has been derived from (1) the audited financial statements of Dynacs for the nine-month period ended September 30, 1999, and for the fiscal years ended December 31, 1998 and 1997, included elsewhere in this prospectus, and (2) the unaudited financial statements of Dynacs for the nine-month period ended September 30, 1998 and the six-month periods ended March 31, 2000 and 1999. You should note that in 1999, we changed our fiscal year from a calendar year to a year ending September 30, with the result that our 1999 fiscal year consists of nine months. The information set forth below should be read in conjunction with "Selected Consolidated Financial Data," "Pro Forma Consolidated Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Dynacs consolidated financial statements and the notes thereto, included elsewhere in this prospectus.
YEAR ENDED NINE MONTHS ENDED DECEMBER 31, SEPTEMBER 30, ------------------------- --------------------------------------- PRO FORMA 1997 1998 1998 1999 1999(1) ----------- ----------- ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) STATEMENT OF OPERATIONS DATA: Total Revenues....... $26,960,839 $60,946,686 $42,791,452 $55,295,085 $57,157,827 Operating Income (Loss)............. 491,822 277,505 745,801 (2,447,265) (1,741,859) Net Income (Loss).... 263,533 41,016 342,107 (1,606,411) (2,917,177) Diluted Net Income (Loss) per share... 0.03 0.00 0.03 (0.23) (0.29) Diluted Weighted Average Common and Common Equivalent Shares............. 10,219,209 10,219,209 10,219,209 6,859,644(2) 10,238,231 SIX MONTHS ENDED MARCH 31, --------------------------------------- PRO FORMA 1999 2000 2000(1) ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) STATEMENT OF OPERATIONS DATA: Total Revenues....... $35,928,887 $36,611,442 $36,815,654 Operating Income (Loss)............. (502,610) 37,274 (372,507) Net Income (Loss).... (377,664) (343,310) (669,732) Diluted Net Income (Loss) per share... (0.06) (0.05) (0.06) Diluted Weighted Average Common and Common Equivalent Shares............. 6,804,290 6,961,837 10,497,765
MARCH 31, 2000 --------------------------------------------- PRO FORMA ACTUAL PRO FORMA(1) AS ADJUSTED(3) ----------- ------------ -------------- (UNAUDITED) (UNAUDITED) (UNAUDITED) BALANCE SHEET DATA: Working Capital............................................. $(3,869,234) $(2,734,397) $24,115,603 Total Assets................................................ 14,450,153 24,803,660 51,653,660 Long-Term Debt (including current portion).................. 3,866,114 365,114 365,114 Total Stockholders' Equity.................................. 1,862,450 15,262,012 42,112,012
- ------------------------- (1) Pro forma gives effect to certain pro forma adjustments including (i) the proposed acquisition of Sherman Grinberg Film Libraries, Inc., (ii) the use of certain net proceeds of this offering, (iii) the issuance of common stock to the sellers of Cerulean Colorization, L.L.C., (iv) the exercise of options by the Company's President, and (v) the revaluation of the Mezzanine Notes issued prior to March 31, 2000 upon the consummation of this offering. See the Pro Forma Consolidated Financial Statements and the notes thereto for a description of the pro forma adjustments. (2) Reflects the voluntary surrendering of 3,576,724 options by Ramendra P. Singh, the President and Chief Executive Officer of Dynacs. (3) Adjusted to reflect the consummation of the offering and the application of the estimated net proceeds by Dynacs therefrom. See "Use of Proceeds" for a further description of the application of the net proceeds from this offering. 10 13 THE COMPANY We were organized in the State of Florida in April 1985 and reincorporated in the State of Delaware in February 2000. Our principal executive offices are located at 35111 U.S. Highway 19 North, Suite 300, Palm Harbor, FL 34684, and our telephone number is (727) 787-1245. We maintain World Wide Web sites at www.dynacs.com and at www.MarketYourMedia.com. 11 14 RISK FACTORS This offering involves a high degree of risk. You should carefully consider the risks described below, in addition to the other information included in this prospectus, including the financial statements and notes thereto, before you decide whether to buy our common stock. If any of the following risks were to occur, our business, financial condition or results of operations would be likely to materially suffer and would raise doubt whether we could proceed with our current business plan. In that event, you could lose all or a part of your investment. This prospectus contains forward-looking statements based on our current expectations, assumptions, estimates and projections about Dynacs and our industry. These forward-looking statements involve risks and uncertainties. Dynacs' actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, as more fully described throughout this prospectus. It is especially important to keep these risk factors in mind when you read forward-looking statements. Generally, the words "anticipates," "believes," "expects," "plans," "estimates," "intends," "may," "will," "should" and "contemplates," and similar expressions identify forward-looking statements. These statements are based on our beliefs as well as assumptions we made using information currently available to us. Forward-looking statements involve risks and uncertainties, and our actual results could differ materially from the results discussed in the forward-looking statements because of these and other unforeseeable factors. Some, but not all, of the factors that may cause results to materially differ include those discussed in this Risk Factors section. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. RISKS RELATED TO OUR INFORMATION AND APPLIED TECHNOLOGY DIVISION SUBSTANTIALLY ALL OUR REVENUES WOULD BE THREATENED IF OUR RELATIONSHIPS WITH U.S. GOVERNMENT AGENCIES WERE HARMED. During our 1999, 1998, and 1997 fiscal years, we derived approximately 96.0%, 97.5% and 90.0%, respectively, of our total revenues from contracts with NASA and the U.S. Air Force, either as a prime contractor or subcontractor. We anticipate that contracts with these U.S. Government agencies are likely to continue to account for a significant portion of our revenues in the foreseeable future. Most of our contracts with U.S. Government agencies can be terminated at any time "for convenience of the Government." The unexpected termination or nonrenewal of one or more of our significant contracts could significantly reduce our revenues. OUR FINANCIAL PERFORMANCE WILL BE ADVERSELY AFFECTED IF WE DO NOT REALIZE MOST OF THE REVENUES INCLUDED IN OUR BACKLOG. Although our total contract backlog was approximately $173.2 million as of June 30, 2000, we may not realize all or even a substantial portion of this backlog as revenue. Our funded backlog of $27.1 million (or 15.6% of the total backlog) consists of the dollar amount of contracts in our information systems and aerospace/satellite systems and operations that is currently appropriated by the customer and allocated to the contract or otherwise authorized for payment by the customer upon completion of a particular portion of the work. Our unfunded backlog of $146.1 million (or 84.4% of the backlog) consists of the stated award value of these contracts and includes renewals or extensions that have been priced but as to which the contracting agency retains funding discretion. If any of the 12 15 following events occur, we may fail to realize a significant portion of the revenues included in our backlog: - The U.S. Government's failure to fund all of the years of a multi-year contract; - The U.S. Government's failure to exercise its option to extend the term of a contract; - The U.S. Government's failure to request any services under contracts pursuant to which we provide services on a per-request basis; and - The U.S. Government's decision to decrease the size or scope of a contract or to terminate a contract. OUR FAILURE TO COMPLY WITH, OR SUCCESSFULLY ADAPT TO CHANGES IN, LAWS AND REGULATIONS AFFECTING U.S. GOVERNMENT CONTRACTING COULD SLOW OUR GROWTH OR REDUCE OUR CHANCES OF BECOMING PROFITABLE. As a contractor and subcontractor with U.S. Government agencies, we are subject to various U.S. Government laws and regulations. These regulations affect how our customers and we do business and, in some instances, impose added costs on our businesses. Our failure to comply with, or successfully adapt to changes in, applicable laws could result in contract termination, price or fee reductions or suspension or debarment from contracting with the U.S. Government, which could slow our growth or reduce our chances of becoming profitable. AUDITS OF OUR U.S. GOVERNMENT CONTRACTS COULD CAUSE A MATERIAL NEGATIVE ADJUSTMENT TO OUR REVENUES. U.S. Government agencies routinely audit government contracts. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while improper costs already reimbursed will be recouped by the U.S. Government agency. Any finding of improper billing or other financial irregularity pursuant to an audit of our U.S. Government contracts could result in a negative material adjustment to our revenues and adversely impact our business. THE LOSS OF OUR STATUS AS A SMALL BUSINESS OR SMALL DISADVANTAGED BUSINESS COULD IMPAIR OUR ABILITY TO OBTAIN U.S. GOVERNMENT CONTRACTS. We have derived significant benefits from our status as a small business and a small disadvantaged business, and from our participation in the Section 8(a) Program of the U.S. Small Business Administration when bidding on contracts with the U.S. Government, the primary customer of our Information and Applied Technology Division's services. The U.S. Government allocates a specified percentage of contracts to small businesses and small disadvantaged businesses, and has the right to increase bid prices of bidders which are not small disadvantaged businesses by up to 10.0%. Our participation in the Section 8(a) Program was automatically terminated in October 1998. However, we have retained our status as a small disadvantaged business since October 1998, and may retain it until October 2000. Although we have applied to the U.S. Small Business Administration for continuing certification for an additional three year period, upon the consummation of this offering, we will lose our status as a small disadvantaged business if a majority of our stock is not held by a "disadvantaged" group. If we lose our status as a small disadvantaged business, we will be unable to avail ourselves of the benefits derived from being a small disadvantaged business when bidding on U.S. Government contracts in the future. Our loss of our small disadvantaged business status could impair our ability to obtain U.S. Government contracts which could have a material adverse affect on our Information and Applied Technology Division and overall business. See "Business; Our Divisions -- Competition for U.S. Government Projects; and -- Section 8(a) Program; Effect of Graduation from Section 8(a) Program on Our Business and Ability to Compete." 13 16 WE MAY EXPERIENCE LOSSES FROM OUR TIME-AND-MATERIALS CONTRACTS. Under some of our contracts, we are compensated on a cost-reimbursable basis. We deem these to be low-risk contracts. However, a growing percentage of our contracts are time-and-materials contracts which provide for the customer to pay a pre-set specified rate per hour of labor dedicated to the project. These contracts are deemed to be higher-risk contracts since market or other conditions may require us to increase our employees' salaries or other costs without any proportional increases passed through to our customers which could significantly reduce our net profit or cause a loss on these contracts. RISKS RELATED TO OUR OPERATIONS GENERALLY OUR GROWTH COULD BE LIMITED IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED TECHNICAL PERSONNEL. Our future success in our growth strategy will depend to a significant extent on our ability to attract, train, motivate and retain highly skilled information and applied technology, software, and other professionals in the United States as well as in India and Indonesia, where our media production and software development facilities are located. The market for these professionals in the United States is highly competitive, and the market in India is becoming more competitive as an increasing number of multi-national corporations are establishing information technology operations there. We meet a substantial portion of our personnel requirements overseas by contracting with agencies which provide us with technical personnel on a contract basis. As a result of these factors, we cannot assure you that we will be able to attract, assimilate and retain new employees or personnel on a contract basis as our business continues to grow. Our failure to attract or retain qualified technical personnel in sufficient numbers could impair our ability to complete existing contracts on a timely basis and/or accept new projects. LOSS OF ANY OF OUR SENIOR MANAGEMENT OR KEY PERSONNEL COULD HURT OUR BUSINESS BECAUSE OF THEIR TECHNOLOGICAL EXPERTISE. Our success is substantially dependent on the ability and technical expertise of our senior management and other key personnel, many of whom would be difficult to replace. Upon the consummation of this offering, we will enter into an employment agreement with each senior management employee, including Ramendra P. Singh, Ravi Venugopal, Harry W. Schubele III, Jayant Ramakrishnan, Javier E. Benavente and Robert Rodriguez, pursuant to which these individuals will be employed as executive officers of Dynacs. We maintain $1.0 million in insurance on the life of Ramendra P. Singh, our President and Chief Executive Officer, and $250,000 in insurance on each of the lives of our Senior Vice Presidents, Javier E. Benavente, Jayant Ramakrishnan, Harry W. Schubele III and Ravi Venugopal and our Chief Financial Officer, Robert Rodriguez. The loss of any member of our management team or other key employee would disrupt our business and may alter our current business strategy. See "Certain Transactions." BECAUSE OUR DIGITAL PRODUCTION AND SOFTWARE DEVELOPMENT FACILITIES ARE LOCATED IN INDIA AND INDONESIA, WE FACE ADDITIONAL RISKS RELATED TO FOREIGN POLITICAL AND ECONOMIC CONDITIONS. A significant element of our business strategy is to continue to leverage our overseas digital production facilities in India and Indonesia. Our business strategy of utilizing the more cost-effective overseas production facilities could be materially adversely affected by changes in wage costs, laws or regulations affecting foreign investments, including reduction in scope or elimination of tax incentives, 14 17 increased tax rates and currency exchange rates. We are also subject to social instability and all other negative political, economic or diplomatic developments in or affecting India or Indonesia. The loss of our work force in India or Indonesia or the shift of a substantial portion of our workforce from India and Indonesia to the United States or other countries where wages are significantly higher would decrease our chances of becoming profitable and cause us to be less competitive. See "Government Regulation -- India and Indonesia." OUR LOSS OF OUR U.S. GOVERNMENT CONTRACTS COULD ADVERSELY AFFECT OUR ABILITY TO DEVELOP NEW INTELLECTUAL PROPERTY. We have developed some of our proprietary technology pursuant to development contracts, including contracts with U.S. Government agencies. Our strategy is to continue to develop a significant portion of our proprietary technology pursuant to customer-funded research and development contracts with the U.S. Government. There can be no assurance that we will be able to continue to obtain this type of contract, or that, if we do, that we will obtain rights to technology sufficient to permit us to develop and market new technologies or prevent third parties from developing or using these technologies. OUR BUSINESS MAY SUFFER IF WE CANNOT PROTECT OUR INTELLECTUAL PROPERTY. Our success and ability to compete are substantially dependent on our internally developed technologies, which we seek to protect through a combination of copyrights, trade secret, trademark, and, to some extent, patent laws. However, our efforts to establish and protect our intellectual property rights may be inadequate, particularly in foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States. Furthermore, we rely substantially on some technologies that are not proprietary and are therefore available to our competitors. We also rely on proprietary trade secrets and know-how that are not patentable or that we do not patent in order to maintain confidentiality. Although we have taken steps to protect our unpatented trade secrets and know-how, in part through the use of confidentiality agreements with our employees, consultants and other parties and controlled access to proprietary information, there can be no assurance that such agreements will not be breached, that we would have adequate remedies for any breach, or that our trade secrets will not otherwise become known or be independently developed or discovered by competitors. WE MAY NOT BE ABLE TO SUCCESSFULLY MANAGE AND INTEGRATE NEWLY ACQUIRED COMPANIES, WHICH COULD INTERRUPT OUR BUSINESS OR HARM OUR OPERATING RESULTS. We intend to continue acquiring or entering into relationships with complementary businesses, services or technologies, including black-and-white film libraries. If we acquire other businesses, we could have difficulty in assimilating the acquired services or technologies into our operations. These difficulties could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations. OUR GROWTH MAY SLOW OR STOP IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING IF NEEDED. Although we believe that the net proceeds from this offering, together with cash flows from operations and available lines of credit, will be sufficient to meet our capital requirements for at least the next 12 months, we may seek additional equity or debt financing to grow our Digital Media and 15 18 Entertainment Division and our Information and Applied Technology Division. Our ability to secure additional financing will be subject to a number of factors, including: - market conditions; - our operating performance; and - investor sentiment, particularly for companies with Internet-related business segments. If we are unable to secure additional financing, if needed, we may not to be able to grow our business. RISKS RELATED TO OUR DIGITAL MEDIA AND ENTERTAINMENT DIVISION THE DIGITAL MEDIA MARKET IS HIGHLY COMPETITIVE AND OUR COMPETITORS MAY HAVE GREATER RESOURCES THAN US. The digital media industry is highly competitive and competition is increasing. Although we believe we currently have no competition in converting full length black-and-white media, including feature films and television series, into digital color material, we believe we have substantial competition in providing these services for short length media, including cartoons, commercials, videos and shorter length films, by companies which are better established and have substantially better research and development staffs than us. If we are unable to compete effectively in obtaining digital colorization work for short length films or if competition grows for full length media, our Digital Media and Entertainment Division may not grow. IF SUITABLE PRODUCT IS NOT AVAILABLE ON ECONOMICALLY FEASIBLE TERMS, OUR COLORIZATION BUSINESS MAY NOT SUCCEED. Our success in digital reformatting is contingent upon finding and acquiring, on economically feasible terms, enough product suitable for colorization. If suitable product for colorization is not available in the future on economically feasible terms, our colorization business will not succeed. OUR FAILURE TO COMPLETE OUR PROPOSED ACQUISITION OF SHERMAN GRINBERG FILM LIBRARIES, INC. COULD IMPAIR OUR ABILITY TO COMPETE IF RIGHTS TO ITS FILM LIBRARY ARE LATER ACQUIRED AND COMMERCIALIZED BY ONE OR MORE OF OUR COMPETITORS. The future success of our Digital Media and Entertainment Division will depend, in part, upon our ability to obtain access to film footage which can be converted into digital content and resold to potential purchasers of content. To date, we have entered into a non-binding letter of intent to acquire all of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. upon the consummation of this offering. When and if completed, this acquisition will give us access to the Sherman Grinberg Film Libraries, one of the largest commercial newreel film collections in the world, consisting of approximately 15.0 million feet of 35mm film dating from 1896 to 1957. Our ability to complete this acquisition will depend upon specific closing conditions being met by both parties. If we fail to complete this acquisition, we will not have access to the libraries' potentially commercially valuable newsreel film collections which could be purchased by one or more of our competitors. 16 19 OUR FAILURE TO COMMERCIALIZE THE FILM FOOTAGE CONTAINED IN THE SHERMAN GRINBERG FILM LIBRARIES MAY IMPAIR OUR ABILITY TO MAXIMIZE OUR FINANCIAL AND STRATEGIC POSITION. We have entered into a non-binding letter of intent to acquire the Sherman Grinberg Film Libraries. If we complete this acquisition, our inability to successfully commercialize the film footage contained in the Sherman Grinberg Film Libraries may impair our ability to establish and develop our Digital Media and Entertainment Division by making it more difficult to market our services or to acquire or license additional libraries in the future. Our inability may also cause significant operating inefficiencies and adversely affect our profitability by diverting management's attention away from other projects relating to our Digital Media and Entertainment Division. WE MAY NOT BE ABLE TO SUCCESSFULLY IDENTIFY FUTURE ACQUISITION CANDIDATES, WHICH MAY HARM OUR GROWTH STRATEGY AND OPERATING RESULTS. We intend to continue acquiring or entering into relationships with complementary businesses, services or technologies, including black-and-white film libraries. We cannot assure you that we will be able to identify additional acquisition candidates. If we are unable to identify potential acquisition candidates, we may not be able to grow our Digital Media and Entertainment Division. OUR INABILITY TO SECURE PROPER DISTRIBUTION CHANNELS MAY LIMIT THE GROWTH OF OUR DIGITAL MEDIA AND ENTERTAINMENT DIVISION. We have limited experience in the highly competitive industry of film and television product distribution. Our success will depend in great part on our ability to hire qualified personnel to perform distribution services, or in the alternative, to negotiate agreements with established distribution companies. We cannot assure you that we will be successful in developing these distribution channels. If we cannot secure satisfactory distribution channels or hire or retain skilled personnel to assist us with distribution, the growth of our Digital Media and Entertainment Division may be limited. RISKS RELATED TO OUR PLANNED INTERNET MEDIA LIBRARY AND MARKETPLACE, "MARKETYOURMEDIA.COM" THE BUSINESS MODEL FOR OUR MARKETYOURMEDIA.COM BUSINESS IS UNPROVEN AND MAY NOT BE VIABLE. The on-line market we hope to create through MarketYourMedia.com is new and unproven. We intend to acquire or obtain the rights to license visual media from third parties and to act as an intermediary for the sale and distribution of rights to visual media held by third parties. We believe that the successful development of our MarketYourMedia.com Internet business also depends on finding enough product for our library and marketplace. If we are unable to obtain quality visual media in sufficient quantity and on acceptable terms, MarketYourMedia.com may not become a financially viable business or otherwise succeed. THE VIABILITY OF MARKETYOURMEDIA.COM DEPENDS ON THE CONTINUED DEVELOPMENT OF INTERNET BROADBAND CAPACITY. The success of MarketYourMedia.com will depend upon continued developments in broadband capacity on the Internet. If we cannot deliver sufficient quantities of media over the Internet to meet demand, or if a large proportion of our customers cannot receive our material online, MarketYourMedia.com may never develop into a viable business. 17 20 OUR INABILITY TO CONTINUALLY IMPLEMENT NEW INTERNET TECHNOLOGIES OR RESPOND TO SHIFTING CUSTOMER DEMANDS MAY IMPAIR OUR ABILITY TO GROW MARKETYOURMEDIA.COM. The success of our MarketYourMedia.com business will require that we continually develop, enhance and improve the features of our web site. Our success in this business will require us to respond, on a cost-effective and timely basis, to rapid technological advances and emerging industry standards and practices, including advances in technology used to distribute visual media and entertainment over the Internet. To the extent that we are unable to keep up with advances made by competitors or meet shifting customer tastes and demands, MarketYourMedia.com's growth will be limited or substantially impaired. RISKS RELATED TO THE OFFERING AND OUR COMMON STOCK OUR OFFICERS AND DIRECTORS WILL BENEFICIALLY OWN 56.6% OF OUR STOCK UPON COMPLETION OF THIS OFFERING AND MAY CONTROL MATTERS SUBMITTED TO STOCKHOLDERS FOR THEIR APPROVAL. Upon the completion of this offering, our officers and directors will beneficially own 56.6% of our outstanding common stock, or 53.8% if the underwriter's over-allotment option is exercised in full. Our management will collectively be able to control decisions on corporate matters, including election of directors, increases in our authorized capital stock, dissolution and merger or sale of assets, and may be able generally to direct our affairs. This concentration of ownership may also have the effect of delaying, deferring or preventing a change in control of Dynacs and making transactions more difficult or impossible, absent the support of these stockholders, including proxy contests, mergers involving Dynacs, tender offers, open-market purchase programs or other purchases of our common stock that could have a depressive effect on the trading price of our common stock. See "Principal and Selling Stockholders." 18 21 USE OF PROCEEDS We estimate that the net proceeds to Dynacs from the sale of the shares of common stock in this offering will be approximately $26,850,000 (after deducting estimated offering expenses and underwriting discounts and commissions of $3,150,000) or $28,690,000 if the underwriters' over-allotment option is exercised in full, after deducting estimated offering expenses and underwriting discounts and commissions of $3,310,000. We will not receive any proceeds from the shares of common stock to be sold by the selling stockholders if the over-allotment option is exercised. We intend to use the net proceeds of this offering (assuming the underwriters do not exercise their over-allotment option) as described in the following table:
AMOUNT OF PERCENTAGE OF NET PROCEEDS NET PROCEEDS ------------ ------------- Acquisition and development of rights in media assets...... $ 7,800,000(1) 29.1% Expand and upgrade U.S. and overseas facilities and equipment and build new U.S. and overseas facilities..... 5,800,000 21.6% Repayment of line of credit................................ 2,000,000(2) 7.4% Hire additional marketing, technical and production personnel................................................ 1,800,000 6.7% Research and development................................... 1,750,000 6.5% Repayment of related party debt............................ 1,500,000(3) 5.6% Marketing.................................................. 600,000 2.2% Loan to related party...................................... 50,000(4) 0.2% Working capital and general corporate purposes............. 5,550,000(5) 20.7% ----------- ------ $26,850,000 100.0% =========== ======
- ------------------------- (1) Includes expenditures to commercialize the Sherman Grinberg Film Libraries. (2) We currently have a $4.0 million revolving line of credit with First National Bank of Florida which bears interest at the Banks' prime rate plus 2.0% per annum (11.5% at July 7, 2000) and is secured by all of our assets. As of June 30, 2000, an aggregate principal amount and accrued unpaid interest of $3,246,306 was outstanding under this line of credit. We intend to use $2.0 million of the net proceeds of this offering to repay this indebtedness, and at that time, the same amount will become available to us to borrow in the future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Cash Flow -- Cash Flow from Financing Activities." (3) We intend to use $1.5 million of the net proceeds of this offering to repay the following indebtedness: - An aggregate amount of $585,000 outstanding as of June 30, 2000 pursuant to a loan agreement, dated May 10, 1999, between Dynacs and Ramesh Venugopal, the brother of Ravi Venugopal, a Senior Vice President and the Secretary of Dynacs, bearing interest at the rate of 10% per annum with no maturity date. - A promissory note, dated October 6, 1997, issued by Dynacs to Venugopal Srinivasan and Ranjini Srinivasan, the brother and sister-in-law of Ravi Venugopal, a Senior Vice President and the Secretary of Dynacs, in the principal amount of $200,000, bearing interest at the rate of 10.5% per annum and maturing on October 6, 2000. The outstanding balance at June 30, 2000 was $25,000. 19 22 - A promissory note, dated February 15, 1999, issued by Dynacs to Venugopal Srinivasan in the principal amount of $110,000, bearing interest at the rate of 12.0% per annum with an extended maturity of August 15, 2000. - A promissory note, dated March 30, 1999, issued by Dynacs to Dr. Ramendra Singh, Dynacs' President, Chief Executive Officer and a principal stockholder, in the principal amount of $160,000, bearing interest at the rate of 12.0% per annum with an extended maturity of September 30, 2000. - A promissory note, dated February 23, 1999, issued by Dynacs to Ravi Venugopal in the principal amount of $248,000, bearing interest at the rate of 12.0% per annum with an extended maturity of August 23, 2000. - A promissory note, dated February 23, 1999, issued by Dynacs to Anil Singh, Dr. Singh's nephew, in the principal amount of $89,000, bearing interest at the rate of 12.0% per annum with an extended maturity of August 23, 2000. - A promissory note, dated September 30, 1999, issued by Dynacs to George Benham in the principal amount of $250,000, bearing interest at the rate of 14.5% per annum with an extended maturity of September 30, 2000. The proceeds of the foregoing indebtedness were used for working capital purposes. See "Certain Transactions -- Related Party Loans to Dynacs." (4) We intend to loan $50,000 to Michael Burns, a director-nominee of Dynacs, pursuant to the terms of our acquisition of Cerulean Colorization, L.L.C. in August 1999. See "Certain Transactions -- Acquisition of Cerulean Colorization, L.L.C." (5) In November 1999 and January 2000 and February and March 2000, we issued Mezzanine Notes for an aggregate principal amount of $2.9 million. The Mezzanine Notes bear interest at the initial rate of 8.0% per annum during the first 120 days of issuance and thereafter at the rate of 15.0% until the Mezzanine Notes are either converted into shares of common stock of Dynacs or repaid, at the election of the holder. Throughout this prospectus, we have assumed that all of the holders of the Mezzanine Notes have elected to convert their Mezzanine Notes into shares of our common stock. However, if in the event that any of the holders of the Mezzanine Notes elect to be repaid instead of converting their Mezzanine Notes, we reserve the right to use up to $1.0 million otherwise allocated to working capital to repay the Mezzanine Notes. If necessary, any additional funds needed to repay the Mezzanine Notes will be used from operating cash flows. Interest on the Mezzanine Notes is being paid quarterly out of operating cash flow. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Cash Flow -- Cash Flow from Financing Activities." A portion of the net proceeds may also be used for possible future strategic alliances and acquisitions. This would reduce the use of the net proceeds for one or more of the uses indicated in the preceding table. We currently do not have any understandings, commitments or agreements concerning these types of transactions. We have complete discretion over how to use the net proceeds of this offering. Our use of the net proceeds may vary substantially from that indicated in the preceding table due to unforeseen events or changed business conditions. Pending these uses, we intend to invest the net proceeds temporarily in short-term, investment grade, interest-bearing securities or guaranteed obligations of the U.S. Government. 20 23 DIVIDEND POLICY We have never declared or paid any cash dividends on our capital stock nor do we expect to do so in the foreseeable future. We currently intend to retain all of our earnings, if any, to finance the expansion of our business and do not expect to declare or pay any cash dividends in the foreseeable future. Future cash dividends, if any, will be paid at the discretion of our board of directors. CAPITALIZATION The following table provides, as of March 31, 2000, the (i) pro-forma capitalization of Dynacs reflecting: - the acquisition of Sherman Grinberg Film Libraries, Inc. in exchange for 1,085,000 shares of Dynacs common stock valued at $10,850,000. The acquisition will be accounted for under the purchase method of accounting and will result in $3,558,809 of goodwill being recorded; - the issuance of 5,000 shares of common stock to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc. in consideration for a covenant not to compete; and - the issuance of 10,000 shares of common stock to an executive officer of Film Archive Finance Company, Inc. in consideration for entering into a non-competition agreement. - the issuance of 912,064 shares of common stock to sellers of the equity interests in Cerulean Colorization, L.L.C. upon closing of this offering and a reclassification of the $393,452 minority interest into $9,121 of common stock and $384,331 of additional paid-in-capital; and - the $348,000 revaluation of warrants and recording of the $1,653,000 beneficial conversion feature upon the consummation of this offering; - the conversion of the Mezzanine Notes into 483,334 shares of common stock resulting in an increase in common stock of $4,833 and a decrease in additional paid-in-capital of $4,833; - the exercise of warrants issued in connection with the Mezzanine Notes into 635,050 shares of common stock resulting in an increase in common stock of $6,351 and a decrease in additional paid-in-capital of $6,351; and - 255,480 shares of common stock issuable upon the exercise of options at $.02 per share. (ii) pro-forma as adjusted to reflect receipt of the net proceeds of $26,850,000 from our sale of common stock in this offering, at an initial public offering price of $10.00 per share, after deducting underwriting discounts and fees and our estimated offering expenses. 21 24 You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and related notes appearing elsewhere in this prospectus.
MARCH 31, 2000 ----------------------------------------- PRO FORMA ACTUAL PRO FORMA AS ADJUSTED ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) Current portion of long-term debt.............. $ 3,754,174 $ 365,114 $ 365,114 Long-term debt, less current portion........... 111,940 -- -- Stockholders' equity: Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares issued and outstanding, actual, pro forma and pro forma as adjusted......................... -- -- -- Common stock; $.01 par value, 25,000,000 shares authorized; 6,961,837 shares issued and outstanding, actual; 10,347,765 shares issued and outstanding, pro forma; and 13,347,765 shares issued and outstanding, pro forma as adjusted..................... 69,618 103,478 133,478 Additional paid-in-capital................... 3,858,136 17,223,838 44,043,838 Note receivable for common stock............. (1,125,700) (1,125,700) (1,125,700) Accumulated other comprehensive income....... (119) (119) (119) Retained deficit............................. (939,485) (939,485) (939,485) ----------- ----------- ----------- Total stockholders' equity..................... 1,862,450 15,262,012 42,112,012 ----------- ----------- ----------- Total capitalization........................... $ 5,728,564 $15,627,126 $42,477,126 =========== =========== ===========
22 25 DILUTION Purchasers of the common stock in this offering will experience immediate and substantial dilution in the net tangible book value of the common stock from the initial public offering price. Net tangible book value per share represents the amount of Dynacs' total tangible assets less its total liabilities, divided by the number of shares of common stock issued and outstanding. At March 31, 2000, Dynacs had a net tangible book value of $(9,205,927) or $(1.32) per share of common stock. After giving effect to the sale of shares of common stock offered by Dynacs, at an assumed initial public offering price of $10.00 per share and after deducting underwriting discounts and fees and estimated offering expenses, Dynacs' net tangible book value as of March 31, 2000, would have been $2,145,073 or $.16 per share. This represents an immediate increase in net tangible book value of $1.48 per share to existing stockholders and an immediate and substantial dilution of $9.84 per share to new investors purchasing shares in this offering. The following table illustrates this per share dilution: Assumed offering price per share of common stock............ $10.00 Consolidated net tangible book value per share before offering............................................... (1.32) Increase in pro forma net tangible book value per share attributed to the estimated net proceeds of the offering............................................... 1.48 ----- Pro forma as adjusted net tangible book value per share after the offering........................................ .16 ------ Dilution of net tangible book value per share of common stock to investors in the offering........................ $ 9.84 ======
The following table summarizes as of March 31, 2000, the differences in total consideration paid, or attributable to, and the average price per share of Dynacs common stock paid by, or attributable to, existing securityholders (including shares issuable upon the conversion of 20.0% of the common stock of Cerulean FXs, Inc. into 912,064 shares of Dynacs common stock upon consummation of this offering, the issuance of 1,100,000 shares of Dynacs common stock issuable upon Dynacs' acquisition of Sherman Grinberg Film Libraries, Inc. upon the consummation of this offering (including 5,000 shares of common stock issuable to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc., and 10,000 shares of common stock issuable to an executive officer of Film Archive Finance Company, Inc., in consideration for entering into a non-compete agreement) the exercise of options to purchase 255,480 shares of common stock by Dynacs' President, 483,334 shares issuable upon the conversion of the Mezzanine Notes and 635,050 shares of common stock issuable upon the exercise of the warrants issued to the holders of the Mezzanine Notes) and new investors after giving effect to the sale of 3,000,000 shares of common stock in this offering.
SHARES PURCHASED TOTAL CONSIDERATION AVERAGE ------------------------ ------------------------ PRICE PER NUMBER PERCENTAGE AMOUNT PERCENTAGE SHARE ---------- ---------- ---------- ---------- --------- Existing Securityholders........ 10,347,765 77.5% 9,408,364 23.9% $ .91 New Investors................... 3,000,000 22.5% 30,000,000 76.1% $10.00 ---------- ----- ---------- ----- Total................. 13,347,765 100.0% 39,408,364 100.0% ========== ===== ========== =====
If the underwriters' over-allotment option is exercised in full, the number of shares of common stock held by existing shareholders will be reduced to 10,097,765 shares, or 77.1% of the total number of shares of common stock to be outstanding after this offering, and the number of shares of common stock held by new investors will increase to 3,200,000 shares, or 24.1% of the total number of shares of common stock to be outstanding after this offering. See "Principal and Selling Stockholders." 23 26 SELECTED CONSOLIDATED FINANCIAL DATA The following selected financial data contains certain financial and operating data and is qualified by the more detailed Consolidated Financial Statements and notes thereto included elsewhere in this prospectus. The Balance Sheet Data as of December 31, 1998 and September 30, 1999 and the Statement of Operations Data for the year ended December 31, 1998 and nine-months ended September 30, 1999 were derived from the Consolidated Financial Statements and notes thereto that have been audited by Arthur Andersen LLP, independent certified public accountants, and are included elsewhere in this prospectus. The Balance Sheet Data as of December 31, 1997 and the Statement of Operations Data for the year ended December 31, 1997 have been derived from the Consolidated Financial Statements and notes thereto that have been audited by Hoyman, Dobson & Company, P.A., independent certified public accountants, and are included elsewhere in this prospectus. The Balance Sheet Data as of December 31, 1995 and 1996, September 30, 1998 and March 31, 2000 and Statement of Operations Data for the twelve-month periods ended December 31, 1995 and 1996, nine-month period ended September 30, 1998 and the six-month periods ended March 31, 1999 and 2000 have been derived from the unaudited financial statements of Dynacs which, in the opinion of management, have been prepared on the same basis as the audited financial statements and include all adjustments, consisting of normal recurring adjustments, which management considers necessary for a fair presentation of the selected financial data shown. The financial data shown should be read in conjunction with the Consolidated Financial Statements and the related notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus. The historical results presented herein are not necessarily indicative of future results.
NINE MONTHS ENDED YEAR ENDED DECEMBER 31, SEPTEMBER 30, ----------------------------------------------------- ------------------------- 1995 1996 1997 1998 1998 1999 ----------- ----------- ----------- ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) STATEMENT OF OPERATIONS DATA: REVENUES Information and Applied Technology.................. $11,663,375 $17,106,886 $26,068,005 $59,615,270 $42,324,852 $53,896,828 Media and Entertainment....... -- -- 892,834 1,331,416 466,600 1,398,257 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL REVENUES.................. 11,663,375 17,106,886 26,960,839 60,946,686 42,791,452 55,295,085 COST OF REVENUES Information and Applied Technology.................. 10,819,915 15,612,556 22,980,525 56,211,548 39,758,667 51,233,756 Media and Entertainment....... -- -- 1,007,667 1,817,647 1,018,374 3,063,995 ----------- ----------- ----------- ----------- ----------- ----------- TOTAL COST OF REVENUES.......... 10,819,915 15,612,556 23,988,192 58,029,195 40,777,041 54,297,751 ----------- ----------- ----------- ----------- ----------- ----------- Gross Profit.................... 843,460 1,494,330 2,972,647 2,917,491 2,014,411 997,334 General and Administrative Expenses...................... 296,871 1,113,124 2,480,825 2,639,986 1,268,610 3,444,599 ----------- ----------- ----------- ----------- ----------- ----------- Operating Income (Loss)......... 546,589 381,206 491,822 277,505 745,801 (2,447,265) Interest Expense, net........... 30,795 12,159 46,522 204,450 109,415 491,279 Loss on Equity Method Investment.................... -- -- 3,196 67,039 50,279 27,867 ----------- ----------- ----------- ----------- ----------- ----------- Income (Loss) Before Income Tax Benefit (Provision)........... 515,794 369,047 442,104 6,016 586,107 (2,966,411) Income Tax(Provision) Benefit... (207,205) (151,500) (178,571) 35,000 (244,000) 1,360,000 ----------- ----------- ----------- ----------- ----------- ----------- Net Income (Loss)............... $ 308,589 $ 217,547 $ 263,533 $ 41,016 $ 342,107 $(1,606,411) =========== =========== =========== =========== =========== =========== Diluted Net Income (Loss) per share:........................ $ 0.05 $ 0.02 $ 0.03 $ 0.00 $ 0.03 $ (0.23) =========== =========== =========== =========== =========== =========== Diluted Weighted Average Common and Common Equivalent Shares:....................... 6,387,005 10,219,209 10,219,209 10,219,209 10,219,209 6,859,644 =========== =========== =========== =========== =========== =========== SIX MONTHS ENDED MARCH 31, ------------------------- 1999 2000 ----------- ----------- (UNAUDITED) (UNAUDITED) STATEMENT OF OPERATIONS DATA: REVENUES Information and Applied Technology.................. $34,489,144 $35,708,540 Media and Entertainment....... 1,439,743 902,902 ----------- ----------- TOTAL REVENUES.................. 35,928,887 36,611,442 COST OF REVENUES Information and Applied Technology.................. 32,803,430 31,798,637 Media and Entertainment....... 1,677,765 1,722,728 ----------- ----------- TOTAL COST OF REVENUES.......... 34,481,195 33,521,365 ----------- ----------- Gross Profit.................... 1,447,692 3,090,077 General and Administrative Expenses...................... 1,950,302 3,052,803 ----------- ----------- Operating Income (Loss)......... (502,610) 37,274 Interest Expense, net........... 223,704 543,361 Loss on Equity Method Investment.................... 26,049 23,223 ----------- ----------- Income (Loss) Before Income Tax Benefit (Provision)........... (752,363) (529,310) Income Tax(Provision) Benefit... 374,699 186,000 ----------- ----------- Net Income (Loss)............... $ (377,664) $ (343,310) =========== =========== Diluted Net Income (Loss) per share:........................ $ (0.06) $ (0.05) =========== =========== Diluted Weighted Average Common and Common Equivalent Shares:....................... 6,804,290 6,961,837 =========== ===========
DECEMBER 31, SEPTEMBER 30, MARCH 31, ----------------------------------------------------- -------------------------- ----------- 1995 1996 1997 1998 1998 1999 1999 ----------- ----------- ---------- ----------- ----------- ----------- ----------- (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) BALANCE SHEET DATA: Working Capital.............. $ 231,347 $ 318,538 $ 206,509 $ (722,137) $ 636,255 $(3,879,271) $(1,126,818) Total Assets................. 1,784,105 2,705,313 5,311,299 11,301,057 11,878,913 14,271,505 10,681,568 Long-Term Debt (including current portion)........... 32,328 4,852 439,675 1,621,836 1,683,387 3,149,745 1,577,303 Total Stockholders' Equity... 462,380 679,927 943,460 1,048,480 1,626,817 1,300,820 937,459 MARCH 31, ----------- 2000 ----------- (UNAUDITED) BALANCE SHEET DATA: Working Capital.............. $(3,869,234) Total Assets................. 14,450,153 Long-Term Debt (including current portion)........... 3,866,114 Total Stockholders' Equity... 1,862,450
24 27 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with our financial statements and notes to those statements and other financial information appearing elsewhere in this prospectus. In addition to historical information, the following discussion and other parts of this prospectus contain forward-looking information that involves risks and uncertainties. Dynacs' actual results could differ materially from those anticipated by the forward-looking information due to various factors, including, but not limited to, those set forth under the heading "Risk Factors" and elsewhere in this prospectus. THE DISCUSSION BELOW OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS BEGINS WITH A DESCRIPTION OF CERTAIN FEATURES OF OUR BUSINESS WHICH AFFECT OUR FINANCIAL CONDITION AND RESULTS. YOU SHOULD NOTE THAT IN 1999 WE CHANGED OUR FISCAL YEAR FROM A CALENDAR YEAR TO A YEAR ENDING SEPTEMBER 30, WITH THE RESULT THAT OUR 1999 FISCAL YEAR IS A NINE-MONTH YEAR. YEAR-TO-YEAR COMPARISONS INCLUDING THE FISCAL YEAR ENDED SEPTEMBER 30, 1999, ACCORDINGLY, MAY NOT BE REPRESENTATIVE OF OUR FINANCIAL CONDITION OR RESULTS. OVERVIEW Dynacs, which began its operations in 1985, is a company which develops, applies and provides services utilizing advanced technologies in the areas of information systems and aerospace/satellite systems and operations for U.S. Government agencies and private sector clients. Commencing in October 1996, Dynacs began to broaden the scope of its growth strategy by developing its media and entertainment business, initially by providing colorization services on a "work-for-hire basis," based upon technologies developed by us for the aerospace industry. "Work-for-hire" contracts involve Dynacs receiving a fee for the services provided, typically at a rate per minute of colorization or "colorized" material. The most significant commercial applications that form the basis of our Digital Media and Entertainment Division to date are our proprietary digital color reformatting and digital altering technologies used to convert black-and-white film footage, including full length feature films and television series, and shorter length media, including cartoons, television commercials, music videos and shorter films and videos, into digital color content. In connection with our shift in our growth strategy in the fiscal year ended December 31, 1996, we began developing our colorization facilities, specifically in Patna, India. In August 1999, we acquired Cerulean Colorization, L.L.C., a company in the business of providing digital color effects for film and videos. In addition, during 1999, we opened an additional colorization facility in Batam, Indonesia and further expanded our Patna, India and U.S. based facilities. We believe that the digital distribution of visual media content utilizing internet technologies presents another significant commercial application of our know-how. To further our business strategy, we have: - spent over $4.0 million in the twelve-month period ended December 31, 1999 to build the infrastructure to grow our digital media and entertainment business, including the development of specialized software and computer hardware systems used to convert full and short length media into digital color material and upgrading existing facilities, and - pursued an acquisition strategy aimed at acquiring media assets to which we can apply our technologies to enhance their earnings potential and create new, copyrighted visual media. 25 28 REVENUE RECOGNITION INFORMATION AND APPLIED TECHNOLOGY DIVISION. Most of our revenues are generated by our Information and Applied Technology Division and are derived substantially from contracts with customers in our information systems and aerospace/satellite systems and operations business. Approximately 97.5% of our revenues for the six-month period ended March 31, 2000 were derived from our Information and Applied Technology Division. We typically enter into two types of contracts: cost-reimbursable and time-and-materials. Although fixed price contracts are also awarded by the U.S. Government, we are not party to any of these types of agreements at this time. Cost-reimbursable contracts provide for the reimbursement of costs plus the payment of a fixed fee. Revenues for cost-reimbursable contracts are recognized under the percentage of completion method. We bill for our services under these contracts on a monthly basis, with our covered costs separately billed within two weeks from the date on which we incur these costs. Under time-and-materials contracts, we are reimbursed for labor hours at negotiated hourly billing rates and reimbursed for travel and other direct expenses at actual cost and for applied indirect, general and administrative expenses. A growing percentage of our contracts are time-and-materials contracts. Under these contracts, revenues are recognized as service hours are incurred. DIGITAL MEDIA AND ENTERTAINMENT DIVISION. Revenues from our media and entertainment division are derived from two contract types, work-for-hire and royalties. Approximately 2.5% of our revenues for the six-month period ended March 31, 2000 were derived from our Digital Media and Entertainment Division. Work-for-hire consists of contracts in which the Company receives a fee based on the number of minutes of digital reformatting services provided, including colorization and special effects. Revenues from work-for-hire contracts are recognized under the percentage of completion method. Contract costs include direct labor and overhead costs specifically related to the production activities. Royalties contracts include the sales of exhibition rights for films included in the Company's film library. Revenue is recognized on these contracts when all of the following conditions have been met: - the royalty fee for each film is known; - the cost of each film is known or reasonably determinable; - collectibility of the full royalty fee is reasonably assured; - the film has been accepted by the licensee in accordance with the conditions of the contract; and - the film is available for its first showing or telecast. COST OF PROCUREMENT INFORMATION AND APPLIED TECHNOLOGY DIVISION. We obtain technical service contracts with U.S. Government agencies as well as technical service contracts with private sector clients in the aerospace industry, primarily through competitive bidding or procurements. Realization of Information and Applied Technology Division revenues from contracts may range from a few days to up to 18 months, after we incur expenses for preparing our bids. Although the cost of preparing bids for particular contracts vary, the costs of preparing bids for complex contracts can exceed $500,000. We have found, however, that proposals of this magnitude, if successful, generate substantial revenues. We also bid on smaller Information and Applied Technology Division projects involving bidding costs between $5,000 and $50,000. Projects awarded to our Information and Applied Technology Division vary in total contract value from $10,000 to over $100.0 million. For example, when our Engineering Development Contract with the NASA Kennedy Space Center ("EDC Contract") was awarded to 26 29 Dynacs in September 1997, it had a contract value of over $164.7 million which was subsequently raised to approximately $173.6 million. Aggregate revenues from this contract since commencement in October 1997 through March 31, 2000 were approximately $58.2 million. The magnitude of some proposal costs and the typical six to twelve-month lag in time (which could be as long as 18 to 24 months in some instances) between the preparation of a bid and recognition of related income, if any, can have a material effect on our financial results. This is especially true when substantial proposal costs are incurred in one fiscal year and revenues stemming from the proposal are recognized in one or more subsequent years. During the fiscal years ended December 31, 1997 to September 30, 1999, we provided technical services under an average of 29 contracts. DIGITAL MEDIA AND ENTERTAINMENT DIVISION. Our Digital Media and Entertainment Division generates revenue by providing digital colorization services primarily to owners of television programming under work-for-hire contracts. In 1998, as part of our plan to expand our media and entertainment business, we began entering into arrangements with owners of black-and-white serial television programming. Under these arrangements, we provide colorization work at reduced rates rather than at our customary commercial rates, and, in return, we acquire an ownership interest in the new colorized version which is copyrighted and have the right to receive related licensing fees. The costs of these projects include funding a portion of the acquisition and development costs of the programming, and adding significant digital reformatting capacity at our overseas facilities. The impact of these costs has been particularly significant during the twelve months ended December 31, 1999, with cost of revenue of approximately $4.2 million, when the shift from work-for-hire to royalty-based projects reduced the division's revenues and the higher costs associated with supporting these projects exceeded the revenues of the division. We believe that over time we will receive greater revenues from our ownership interest in the colorized media properties than we have received from colorization services provided on a work-for-hire basis. Furthermore, to date, there has also been a delay of six to twelve-months between the time we complete the work for colorized assets and the time when we begin receiving revenue from licensing fees on television series. As a result, historic costs and revenues may not be indicative of future costs and revenues of this division. In contrast to the lengthy procurement cycle of Information and Applied Technology Division contracts, the procurement cycle for the work-for-hire contracts of the Digital Media and Entertainment Division is typically measured in days or weeks to complete an individual television commercial, and months and possibly a year to complete a television series or a feature-length film. COSTS AND EXPENSES COSTS OF REVENUES. Costs of revenues include direct labor, material, travel and fees payable under subcontracts as well as applied overhead, which consists of allocated employee benefits and general operating costs, (including depreciation and facility costs, when applicable). We record expenses associated with the operations of the Digital Media and Entertainment Division differently, depending upon whether we provide colorization services on a work-for-hire or a royalty basis. Expenses of colorization work performed on a work-for-hire basis are recognized as they are incurred. Expenses of colorizing assets in which we acquire an interest are capitalized and amortized based on the individual film forecast method, which measures the ratio of current year revenues to estimated total revenues. GENERAL AND ADMINISTRATIVE EXPENSES. The general and administrative expenses of Dynacs consist of marketing, administrative, legal, professional fees, bid and proposal costs. These costs are expensed as incurred. RESEARCH AND DEVELOPMENT. Virtually all the revenues of our Information and Applied Technology Division are generated under contracts providing research and development work for our 27 30 clients. All costs of this research and development are client-funded and are treated as costs of revenue. Our internal development costs borne directly by us during the fiscal years ended September 30, 1999, December 31, 1998 and December 31, 1997 were $4,941, $10,800 and $14,400, respectively. NON-RECURRING COSTS AND EXPENSES. During the six-month period ended March 31, 2000, we incurred approximately $700,000 in legal fees and expenses in conjunction with the arbitration proceedings with Juno Pix and New Lines Productions. During the nine-month period ended September 30, 1999, we incurred approximately $500,000 in legal fees and expenses in conjunction with the arbitration proceedings with Juno Pix and New Lines Productions and $200,000 in legal fees and expenses in connection with the settlement of an employee's claims alleged against Dynacs. See "Legal Proceedings." RESULTS OF OPERATIONS SUMMARY SELECTED FINANCIAL DATA (VALUES AS A PERCENT OF TOTAL REVENUE)
NINE MONTHS SIX MONTHS YEAR ENDED ENDED ENDED DECEMBER 31, SEPTEMBER 30, MARCH 31, -------------- -------------- -------------- 1997 1998 1998 1999 1999 2000 ----- ----- ----- ----- ----- ----- STATEMENT OF OPERATIONS DATA: REVENUES Information and Applied Technology....................... 96.7% 97.8% 98.9% 97.5% 96.0% 97.5% Media and Entertainment............. 3.3 2.2 1.1 2.5 4.0 2.5 ----- ----- ----- ----- ----- ----- TOTAL REVENUES........................ 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% COST OF REVENUES Information and Applied Technology....................... 85.2 92.2 92.9 92.7 91.3 86.9 Media and Entertainment............. 3.7 3.0 2.4 5.5 4.7 4.7 ----- ----- ----- ----- ----- ----- TOTAL COST OF REVENUES................ 88.9 95.2 95.3 98.2 96.0 91.6 ----- ----- ----- ----- ----- ----- Gross Profit.......................... 11.1 4.8 4.7 1.8 4.0 8.4 General and Administrative Expenses... 9.2 4.3 3.0 6.2 5.4 8.3 ----- ----- ----- ----- ----- ----- Operating Income (Loss)............... 1.9 0.5 1.7 (4.4) (1.4) 0.1 Interest Expense, net................. 0.2 0.4 0.3 0.9 0.6 1.5 Loss on Equity Method Investment...... 0.0 0.1 0.1 0.0 0.1 0.1 ----- ----- ----- ----- ----- ----- Income (Loss) Before Income Tax Benefit (Provision)................. 1.7 0.0 1.3 (5.3) (2.1) (1.5) Income Tax (Provision) Benefit........ (0.7) 0.1 (0.6) 2.5 1.0 0.1 ----- ----- ----- ----- ----- ----- Net Income (Loss)..................... 1.0% 0.1% 0.7% (2.8)% (1.1)% (1.4)% ===== ===== ===== ===== ===== =====
From 1997 to 1999, most of our revenue was derived from U.S. Government contracts entered into by our Information and Applied Technology Division. Total revenue for the six-months ended March 31, 2000, the nine-months ended September 30, 1999 and for the fiscal years ended 28 31 December 31, 1998 and 1997 were $36.6 million, $55.3 million, $60.9 million and $27.0 million, respectively, of which $35.7 million, or 97.5%, $53.9 million, or 97.5%, $59.6 million, 97.8%, and $26.1 million, or 96.7% respectively, were generated by our Information and Applied Technology Division. For the six-months ended March 31, 2000, the nine-months ended September 30, 1999 and for the fiscal years ended December 31, 1999 and 1997 revenue attributable to our Digital Media and Entertainment Division was $0.9 million, $1.4 million, $1.3 million and $0.9 million, respectively. The increases in our total revenue and changes in our revenue by division from 1997 through the six month period ended March 31, 2000 are illustrated by the following table:
REVENUE (IN MILLIONS) --------------------------------------------- NINE MONTHS SIX MONTHS YEAR ENDED ENDED ENDED DECEMBER 31, SEPTEMBER 30, MARCH 31, -------------- ------------- ---------- 1997 1998 1999 2000 ----- ----- ------------- ---------- Information and Applied Technology........... $26.1 $59.6 $53.9 $35.7 Digital Media and Entertainment.............................. 0.9 1.3 1.4 0.9 ----- ----- ----- ----- Total Revenue:............................... $27.0 $60.9 $55.3 $36.6 ===== ===== ===== =====
The significant increases in revenue from our Information and Applied Technology Division from the twelve months ended December 31, 1997 to the twelve months ended December 31, 1998 and from the twelve months ended December 31, 1998 to the twelve months ended December 31, 1999, are attributable to the fact that we commenced working on our three largest U.S. Government contracts at different times. We worked on only the first of the three contracts until October 1997. Thereafter, we commenced working on the second contract and by June 1998, we were working on all three of these U.S. Government contracts. SIX MONTHS ENDED MARCH 31, 2000 AS COMPARED TO THE SIX MONTHS ENDED MARCH 31, 1999 REVENUE. Revenue of the Information and Applied Division for the six-month period ended March 31, 2000 was approximately $35.7 million, as compared to $34.5 million for the six-month period ended March 31, 1999, representing an increase of 3.5%. Of this revenue, we recognized $31.6 million from our three largest government contracts and $4.1 million from other information and applied technology contracts in the six-month period ended March 31, 2000 and $29.4 million from our three largest government contracts and $5.1 million from other information and applied technology contracts in the six-month period ended March 31, 1999. Revenues attributed to our Digital Media and Entertainment Division were $0.9 million for the six-month period ended March 31, 2000 as compared to $1.4 million for the six-month period ended March 31, 1999, representing a decrease of 35.7%, resulting from the Company's decision to maximize revenues from content ownership rather than through work-for-hire contracts. As such, the six-month period revenues are lower for March 31, 2000 by $0.5 million as compared to March 31, 1999. This reflects the delays due to the creation of more content ownership and the shift of these revenues to later periods. COST OF REVENUE. Cost of revenue of the Information and Applied Technology Division for the six-month period ended March 31, 2000 was $31.8 million, as compared to $32.8 million for the six-month period ended March 31, 1999, representing a decrease of 3.0%. For the six-month period ended March 31, 2000, $28.8 million, or 90.6%, in cost of revenue was attributable to our three largest government contracts and the balance of $3.0 million to other information and applied technology contracts. In contrast, $29.9 million, or 91.2% of the cost of revenue for the six-month period ended March 31, 1999 was attributable to those three U.S. Government contracts, while $2.9 29 32 million of our cost of revenue was attributable to other information and applied technology contracts. The decrease in cost of revenue for the six-month period ended March 31, 2000 as compared to the six-month period ended March 31, 1999 was primarily due to higher gross profit margins of our other information and applied technology contracts. Cost of revenue of the Digital Media and Entertainment Division for the six-month period ended March 31, 2000 was $1.7 million, as compared to $1.7 million for the six-month period ended March 31, 1999, representing no increase in cost. Although the cost for each of 1999 and 2000 reflect enhancements made to our media production software, equipment upgrades and increased production capacity, we were able to lower other direct costs of the Digital Media and Entertainment Division to offset these costs of enhancements. GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative expenses were $3.1 million for the six-month period ended March 31, 2000 as compared to $2.0 million for the six-month period ended March 31, 1999. The 57.9% increase in cost was due to continued legal expenses in connection with the litigation against Juno Pix and New Line Productions, which amounted to approximately $0.7 million for the six-month period ended March 31, 2000. INTEREST EXPENSE. Net interest expense for the six-month period ended March 31, 2000 was $0.5 million, as compared with interest expense of $0.2 million for the six-month period ended March 31, 1999, representing an increase of 150.0%. This increase in interest expense was due primarily to: - our increased use of our bank line of credit resulting in an increase in interest expense of approximately $101,000; - increased financing of production costs associated with the acquisition and development of digital media assets resulting in an increase in interest expense of approximately $85,000; - increases of approximately $68,000 in interest expense associated with additional capital financing from related party loans; and - interest expense relating to a mezzanine financing of approximately $46,000 incurred during the six-month period ended March 31, 2000. NET INCOME (LOSS). We had a net loss of $(343,310), or $(.05) per share, calculated on the basis of 6,961,837 shares, for the six-month period ended March 31, 2000, as compared to a net loss of $(377,664), or (.06) per share, calculated on the basis of 6,804,290 shares, for the six-month period ended March 31, 1999. Although our Digital Media and Entertainment Division sustained a larger operating loss, a $0.6 million increase, for the six-month period ended March 31, 2000 as compared to the six-month period ended March 31, 1999, and our general and administrative expenses were higher, an increase of $1.1 million, the increases in costs sustained by our Digital Media and Entertainment Division were more than offset by the higher margins of $2.2 million obtained from our information and applied technology contracts during the period. Additionally, we reflected the arbitration award to Juno Pix and New Line Productions of approximately $370,000 within our general and administrative expenses for the six-month period ended March 31, 2000. NINE MONTHS ENDED SEPTEMBER 30, 1999 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1998 REVENUE. Revenue of the Information and Applied Technology Division for the nine-month period ended September 30, 1999 was approximately $53.9 million, as compared to $42.3 million for the nine-month period ended September 30, 1998, representing an increase of 27.4%. Of this revenue, 30 33 we recognized $47.1 million from our three largest U.S. Government contracts and $6.8 million from other information and applied technology contracts in the fiscal year ended September 30, 1999 and $32.4 million from our three largest U.S. Government contracts and $9.9 million from other information and applied technology contracts in the nine-month period ended September 30, 1998. The increase in revenue of the Information and Applied Technology Division from the nine-month period ended September 30, 1998 to the fiscal year ended September 30, 1999 is attributable, in part, to our recognition of a full nine-months of revenue on our Scientific, Engineering, Technical, Administrative and Related Task II contract with the NASA Glenn Research Center ("SETAR II Contract") in the later period as compared to only four months of revenue during the nine-month period ended September 30, 1998, since work on the SETAR II Contract did not commence until June 1998. Revenues attributed to our Digital Media and Entertainment Division were $1.4 million for the fiscal year ended September 30, 1999 as compared to $0.5 million in the nine-month period ended September 30, 1998, representing an increase of 180.0%. This increase in revenue was due, in part, to our recognition of our work-for-hire revenues attributable to colorization work for "The Adventures of Rin Tin Tin." COSTS OF REVENUE. Costs of revenue of the Information and Applied Technology Division for the nine-month period ended September 30, 1999 was $51.2 million, as compared to $39.8 million for the nine-month period ended September 30, 1998, representing an increase of 28.6%. For the nine-month period ended September 30, 1999, $43.5 million, or 84.9%, in cost of revenues was attributable to our three largest U.S. Government contracts and the balance of $7.7 million was attributable to other information and applied technology contracts. In contrast, $30.4 million, or 76.4%, of the cost of revenue for the nine-months ended September 30, 1998 was attributable to those three contracts, while $9.4 million, or 23.6%, of our cost of revenue was attributable to other information and applied technology contracts. The increase in costs of revenues from the nine-month period ended September 30, 1998 to the nine-month period ended September 30, 1999 was primarily due to a proportionate increase in information and applied technology revenues over the same period. Cost of revenues of the Digital Media and Entertainment Division for the nine-month period ended September 30, 1999 were $3.1 million, as compared to $1.0 million for the nine-month period ended September 30, 1998, representing an increase of 210.0%. This increase in the cost of revenue was attributable, in a large part, to the startup of our Batam, Indonesia facility. GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative expenses were $3.4 million for the fiscal year ended September 30, 1999 as compared to $1.3 million for the nine-month period ended September 30, 1998, representing an increase of 161.5%. This increase is due primarily to bid and proposal costs and fees incurred in connection with our litigation against Juno Pix and New Line Productions. Bid and proposal costs totaled $0.5 million for the nine-month period ended September 30, 1999, as compared to $0.4 million during the nine-months ended September 30, 1998, while total legal fees and expenses increased $1.1 million, over the same period. Of this amount, $0.5 million represents legal fees and expenses of the Juno Pix and New Line Productions litigation and $0.2 million represents fees and expenses incurred in connection with the settlement of an employee's claims alleged against us. INTEREST EXPENSE. Net interest expense for the nine-month period ended September 30, 1999 was $491,279 as compared to $109,415 for the nine-month period ended September 30, 1998, representing an increase of 349.0%. This increase in interest expense was due primarily to: - our increased use of our bank line of credit, which caused interest expense to increase by approximately $76,000; 31 34 - increased financing of production costs associated with the acquisition and development of digital media assets, which caused interest expense to increase approximately $160,000; and - financing start-up costs of our work on the SETAR II Contract, which caused interest expense to increase by approximately $145,000. NET INCOME (LOSS). We had a net loss of approximately $1,606,411, or $(.23) per share calculated on the basis of 6,859,644 shares, for the nine month period ended September 30, 1999, as compared to net income of $342,107, or $.03 per share (on a fully diluted basis), calculated on the basis of 10,219,209 shares, for the nine-month period ended September 30, 1998. This decrease in net income was due primarily to significant increases in: - professional fees and expenses of approximately $1.4 million, including fees and expenses of acquiring Cerulean Colorization, L.L.C. in August 1999; - depreciation expenses of approximately $0.6 million on fixed assets related to acquisitions of approximately $3.9 million in capital equipment for our Digital Media and Entertainment Division; - bid and proposal costs of $61,028; and - interest expense of $286,829. FISCAL YEAR ENDED DECEMBER 31, 1998 AS COMPARED TO THE FISCAL YEAR ENDED DECEMBER 31, 1997 REVENUE. Revenue of the Information and Applied Technology Division for the fiscal year ended December 31, 1998 was approximately $59.6 million, as compared to $26.1 million for the fiscal year ended December 31, 1997, representing an increase of 128.4%. In 1998, we recognized $46.8 million from our three largest U.S. Government contracts and $12.8 million from other information and applied technology contracts as compared to approximately $14.7 million from these U.S. Government contracts in 1997. The increase in total revenue and revenue of the Information and Applied Technology Division from 1997 to 1998 was primarily attributable to two factors: our recognition of a full year of revenue on our Engineering Development Contract with the NASA Kennedy Space Center in 1998, which generated revenue of $22.8 million, as compared to only three months of revenue totaling $3.9 million from this contract in 1997; and commencement of work on the SETAR II contract in June 1998, which produced revenue of $16.4 million. The revenue of our Digital Media and Entertainment Division was $1.3 million for the fiscal year ended December 31, 1998, as compared to $0.9 million for the fiscal year ended December 31, 1997, representing an increase of 44.4%. This increase was attributable to increased volume of work-for-hire contracts. COSTS OF REVENUE. Costs of revenue of the Information and Applied Technology Division for the fiscal year ended December 31, 1998 was $56.2 million, as compared to $23.0 million for the fiscal year ended December 31, 1997, representing an increase of 144.3%. For the fiscal year ended December 31, 1998, $45.0 million of costs was attributable to our three largest U.S. Government contracts ($7.0 million from the Boeing ISS contract, $22.4 million from the Engineering Development contract with the NASA Kennedy Space Center, and $15.6 million from the SETAR II contract) and $11.2 million to other information and applied technology contracts. In contrast, the costs of revenue for the fiscal year ended December 31, 1997 was $23.0 million, of which $13.1 million was attributable to our three largest U.S. Government contracts ($9.4 million from the Boeing ISS contract, $3.7 million from the Engineering Development contract with the 32 35 NASA Kennedy Space Center, and $0.0 from the SETAR II contract) and $9.9 million to other information and applied technology contracts. These increases from 1997 to 1998 in the cost of revenue of our Information and Applied Technology Division were attributable to the commencement of, or increase in the amount of work we provided under our three largest U.S. Government contracts. Cost of revenue of the Digital Media and Entertainment Division for the fiscal year ended December 31, 1998 was $1.8 million, as compared to $1.0 million for the fiscal year ended December 31, 1997, representing an increase of 80.0%. This substantial increase in the cost of revenue is attributable to the costs of training new staff to produce colorization work at greater efficiency and approximately $300,000 in depreciation resulting from our investment in upgrading and expanding our digital colorization facilities in Patna, India during the fiscal year ended December 31, 1998 as part of our ongoing effort to build up the infrastructure for this Division. GENERAL AND ADMINISTRATIVE EXPENSES. Our general and administrative expenses were $2.6 million in the fiscal year ended December 31, 1998 as compared to $2.5 million in the fiscal year ended December 31, 1997, representing an increase of 4.0%. This increase is due primarily to an increase in professional fees to $335,000 in the fiscal year ended December 31, 1998 from $189,000 in the fiscal year ended December 31, 1997. INTEREST EXPENSE. Interest expense for the fiscal year ended December 31, 1998 was $204,450 as compared to $46,522 for the fiscal year ended December 31, 1997, representing an increase of 339.5%. This increase is due primarily to the costs of financing: - approximately $2.0 million of additional investment in our overseas production facilities which caused interest expense to increase by approximately $109,000, and - $1.5 million in payroll costs for the SETAR II Contract, whose term commenced in June 1998 which caused interest expense to increase by approximately $48,000. NET INCOME. We had net income of $41,016, or $0.00 per share (on a fully diluted basis), calculated on the basis of 10,219,209 shares, for the fiscal year ended December 31, 1998, as compared to net income of $263,533, or $0.03 per share (on a fully diluted basis), calculated on the basis of 10,219,209 shares, for the fiscal year ended December 31, 1997. The decrease in net income from the fiscal year ended December 31, 1997 to the fiscal year ended December 31, 1998 was due primarily to lower billing rates on our Defense and Space Group Purchase Contract with the Boeing Company ("Boeing ISS Contract") and increased operating expenses of our overseas production facilities. We negotiated higher billing rates for the Boeing ISS Contract for the fourth quarter of 1998 and the fiscal year ended September 30, 1999. Additionally, we sustained a loss of $67,039 on our equity investment in Dynacs Properties, Inc., in which we have a 50.0% ownership interest. This company was formed for the acquisition of the building where our corporate headquarters is located. The company was formed and the building was purchased in 1997 and substantial renovations were made in 1998. Due to these renovations, a large portion of the facility was not occupied until 1999 which caused us to incur material losses during this start-up period. The building is now approximately 95.0% occupied, and losses, if any, should be minimized in subsequent periods, should occupancy remain fairly stable. Income tax expense of ($178,571) was recognized for the fiscal year ended December 31, 1997 compared to an income tax benefit of $35,000, for the fiscal year ended December 31, 1998. 33 36 QUARTERLY RESULTS OF OPERATIONS Our revenues and operating results may vary significantly from quarter to quarter due to a number of factors, many of which are outside our control. These factors include: - our ability to attract and retain customers and maintain customer satisfaction for our existing and future businesses; - our ability to attract new personnel and retain existing personnel; - our ability to successfully integrate operations and technologies from acquisitions or other business combinations; - our ability to upgrade and develop our systems and infrastructure; - new services or products introduced by our competitors; - delays in contract start or end dates due to competitors protesting a contract award by the U.S. Government; - the timing and uncertainty of sales and contract procurement cycles; - the timing and uncertainty of customers accepting delivery of our products; - the timing and uncertainty in U.S. Government budget appropriations; - the timing and number of legal and customary holidays in a quarter; - the timing of normally scheduled plant shutdowns by our customers; - the dilutive effect of acquisitions; and - general economic conditions and economic conditions specific to our industries. As a result, our operating results for any one particular quarter may not be indicative of future operating results. 34 37 The following table sets forth unaudited quarterly consolidated statement of operations data for each of the four calendar quarters in 1998 and 1999 and for the first calendar quarter in 2000. In the opinion of management, this information has been prepared substantially on the same basis as the audited consolidated financial statements appearing elsewhere in this prospectus, and all necessary adjustments, consisting only of normal recurring adjustments, have been included in the amounts stated below to present fairly the unaudited consolidated quarterly results. The quarterly data should be read in conjunction with our audited consolidated financial statements for the periods ended December 31, 1998 and nine-months ended September 30, 1999 and the unaudited financial statements for the six months ended March 31, 2000 and the notes to those statements appearing elsewhere in this prospectus.
THREE MONTHS ENDED ---------------------------------------------------------------------------------------------- MARCH 31, JUNE 30, SEPT. 30, DEC. 31, MARCH 31, JUNE 30, SEPT. 30, 1998 1998 1998 1998 1999 1999 1999 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Revenues Information and Applied Technology............. $9,556,910 $12,685,463 $20,082,479 $17,290,418 $17,198,726 $17,435,961 $19,262,141 Media and Entertainment.......... 55,000 258,500 153,100 864,816 574,927 -- 823,330 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Total Revenues.......... 9,611,910 12,943,963 20,235,579 18,155,234 17,773,653 17,435,961 20,085,471 Cost of Revenues Information and Applied Technology............. 9,028,568 11,965,694 18,764,405 16,452,881 16,350,549 16,426,349 18,456,858 Media and Entertainment........ 218,588 414,042 385,744 799,273 878,492 848,695 1,336,808 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Total Cost of Revenues............... 9,247,156 12,379,736 19,150,149 17,252,154 17,229,041 17,275,044 19,793,666 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Gross Profit............ 364,754 564,227 1,085,430 903,080 544,612 160,917 291,805 General and Administrative Expenses............. 342,480 326,677 599,453 1,371,376 578,926 1,314,247 1,551,426 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Operating Income (Loss)................. 22,274 237,550 485,977 (468,296) (34,314) (1,153,330) (1,259,621) Interest Expense, net... 22,014 49,715 37,686 95,035 128,669 189,689 172,921 Loss on Equity Method Investment............. 16,759 16,761 16,759 16,760 9,289 9,289 9,289 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Income (Loss) before Income Tax Benefit (Provision)............ (16,499) 171,074 431,532 (580,091) (172,272) (1,352,308) (1,441,831) Income Tax (Provision) Benefit................ 6,863 (71,167) (179,696) 279,000 95,699 378,980 885,321 ---------- ----------- ----------- ----------- ----------- ----------- ----------- Net Income (Loss)....... $ (9,636) $ 99,907 $ 251,836 $ (301,091) $ (76,573) $ (973,328) $ (556,510) ========== =========== =========== =========== =========== =========== =========== Diluted Net Income (Loss) per share....... $ (0.00) $ 0.01 $ 0.02 $ (0.05) $ (0.01) $ (0.14) $ (0.08) ========== =========== =========== =========== =========== =========== =========== Diluted Weighted Average Common and Common Equivalent shares...... 6,387,005 10,219,209 10,219,209 6,387,005 6,719,129 6,910,740 6,961,837 ========== =========== =========== =========== =========== =========== =========== THREE MONTHS ENDED ------------------------- DEC. 31, MARCH 31, 1999 2000 ----------- ----------- Revenues Information and Applied Technology............. $17,363,517 $18,345,023 Media and Entertainment.......... 266,742 636,160 ----------- ----------- Total Revenues.......... 17,630,259 18,981,183 Cost of Revenues Information and Applied Technology............. 15,120,030 16,678,607 Media and Entertainment........ 1,124,644 598,084 ----------- ----------- Total Cost of Revenues............... 16,244,674 17,276,691 ----------- ----------- Gross Profit............ 1,385,585 1,704,492 General and Administrative Expenses............. 1,442,538 1,610,265 ----------- ----------- Operating Income (Loss)................. (56,953) 94,227 Interest Expense, net... 188,209 355,152 Loss on Equity Method Investment............. 33,518 (10,295) ----------- ----------- Income (Loss) before Income Tax Benefit (Provision)............ (278,680) (250,630) Income Tax (Provision) Benefit................ 69,000 117,000 ----------- ----------- Net Income (Loss)....... $ (209,680) (133,630) =========== =========== Diluted Net Income (Loss) per share....... $ (0.03) $ (0.02) =========== =========== Diluted Weighted Average Common and Common Equivalent shares...... 6,961,837 6,961,837 =========== ===========
35 38 LIQUIDITY AND CAPITAL RESOURCES GENERALLY We have, historically, financed capital expenditures and working capital requirements with revenues under our contracts and borrowings from related parties and financial institutions. See "Certain Transactions." In January 1999, we received an increase to our revolving credit loan facility from First National Bank of Florida, which allows us to borrow ninety percent of our receivables from engineering services (excluding commercial film colorization receivables), up to a maximum loan of $4.0 million bearing interest at the bank's prime rate plus 2.0% per annum (11.5% as of May 31, 2000). As of June 30, 2000, an aggregate amount of $3,246,306 was outstanding under this credit facility. The line of credit is secured by all of the assets of Dynacs. Dr. Ramendra Singh, our President and Chief Executive Officer, has also provided a personal guaranty with respect to the credit line. The line which matured on March 18, 2000 had been extended to June 18, 2000. On July 7, 2000, we entered into a new $4.0 million revolving credit loan facility with First National Bank of Florida, replacing the existing facility, which allows us to borrow up to eighty percent of our receivables from engineering sources (excluding commercial film colorization receivables) at the bank's prime rate plus 2.0% per year (11.5% as of July 7, 2000) which is payable on demand. Dr. Ramendra P. Singh has personally guaranteed this new credit line. We have an outstanding term loan with First National Bank of Florida in the amount of $89,222 as of June 30, 2000 which matures November 2000. The loan, which was in the original amount of $400,000, is secured by certain assets of Dynacs and is personally guaranteed by Dr. Singh. Due to the relatively long procurement cycles of our information and applied technology contracts, we can ordinarily anticipate specific payroll financing needs under an information and applied technology contract and can accordingly arrange an increase in short-term line of credit financing which becomes effective upon the award of that contract to us. The increased short-term financing is secured by the accounts receivable to be generated by that particular contract. The development and growth of our Digital Media and Entertainment Division has, since 1997, required expenditures that are highly capital intensive. These expenditures included investments in production facilities, equipment, and the cost of hiring and training personnel. In addition, we have required financing in order to secure rights to media properties which we began acquiring in June 1998. We have employed a combination of income from operations, bank financing, and loans from related parties to finance start-up costs and acquisition expenses for our Digital Media and Entertainment Division since starting this division in the year ended December 31, 1996. In order to finance our working capital shortfalls subsequent to September 30, 1999, we issued $2.9 million of Mezzanine Notes, before offering expenses of $320,000, the net proceeds of which were used to fund working capital. This debt is convertible into 483,334 shares of our common stock, assuming all of the debt is converted. In addition, we issued to the purchasers of the Mezzanine Notes warrants to purchase 635,050 shares of common stock at an exercise price equal to 70.0% of the initial public offering price of the common stock per share. The conversion feature of the Mezzanine Notes and the warrants were valued by Dynacs at approximately $1.7 million and approximately $1.2 million, respectively. Upon the consummation of this offering, Dynacs will be required to recognize a charge of approximately $1.7 million to interest expense related to the Mezzanine Notes. After consummation of this offering, if the Mezzanine Notes are converted, any unamortized discount will be netted against the principal amount of the Mezzanine Notes and reclassified as stockholders' equity. Although this prospectus assumes conversion of the Mezzanine Notes, if the Mezzanine Notes are not converted and are repaid, Dynacs will recognize a charge to earnings of up to approximately $1.0 million, less any amount of original issue discount amortized prior to the date of repayment. However, the valuation will have no effect on Dynacs' cash flows. Upon conversion of the Mezzanine Notes, Dynacs' repayment and interest obligations will be 36 39 eliminated, creating a positive impact on Dynacs' cash flows and a corresponding reduction to interest expense. In consideration for serving as placement agent of the foregoing mezzanine financing, we issued to H.C. Wainwright & Co., Inc., the managing underwriter of this offering, warrants to purchase 62,834 shares of our common stock at an exercise price equal to 70.0% of the initial public offering price of the common stock per share. The warrants issued to H.C. Wainwright & Co., Inc. will be cancelled prior to completion of this offering. See "Description of Company Securities -- Mezzanine Securities" and "Underwriting." CASH FLOW The following is a summary of our cash flows. This summary is not intended to replace the Consolidated Statements of Cash Flows included in the financial statements accompanying this prospectus, but is instead intended to highlight and facilitate understanding of the principal cash flow elements. CASH FLOWS FROM OPERATING ACTIVITIES. Cash provided by or (used in) our operations for the six-month period ended March 31, 2000, the nine-month period ended September 30, 1999 and fiscal years ended December 31, 1998 and December 31, 1997 was $(898,438), $331,097, $(832,594) and $12,523, respectively. The change in cash flow for the six-month period ended March 31, 2000 resulted primarily from a pay down of accounts payable and an increase in prepaid expenses. This change in cash flow between 1998 and 1999 resulted primarily from a decrease in unbilled revenues, hence more payments received. The significant change in our cash flow between 1997 and 1998 resulted primarily from the following: the substantial costs of start-up, transition and payroll requirements for the SETAR II Contract beginning in June 1998; continued expansion of digital production facilities for our Digital Media and Entertainment Division in 1998; and the substantial costs of bids on prospective contracts. CASH FLOWS USED IN INVESTING ACTIVITIES. For the six-month period ended March 31, 2000, cash flows used in investing activities were approximately $(618,219) for continued expansion of our Digital Media and Entertainment Division. For the nine-month period ended September 30, 1999, cash flows used in investing activities were $(1,556,904). For the fiscal years ended December 31, 1998 and 1997, cash flows used in investing activities were $(2,139,658) and $(933,863), respectively. Expenditures during the fiscal years ended December 31, 1998 and December 31, 1997 were approximately $2,196,925 for continued expansion and upgrading of our overseas digital production facilities, including purchases of digital video production equipment and computer systems, and approximately $500,000 for purchases of computers and other equipment to be used under the SETAR II Contract. We anticipate spending approximately $2.75 million in the fiscal year ended September 30, 2000 in continuing upgrades to our facilities in Batam, Indonesia, Patna, India, and Hollywood, California, as we expand our digital reformatting work handled by our Digital Media and Entertainment Division. We also expect to continue funding additional capital expenditures and working capital requirements from the proceeds of this offering, internally generated cash flow, draw-downs on existing credit facilities and through future debt and/or equity offerings. CASH FLOWS FROM FINANCING ACTIVITIES. For the six-month period ended March 31, 2000, net cash flows provided by financing activities were $415,927. During the six-month period ended March 31, 2000, we issued Mezzanine Notes of $2.9 million and retired $1.5 million of our long-term debt and $1.2 million under our line of credit through the net proceeds of $2,580,000 from the Mezzanine Notes and through loans from unrelated parties. For the nine-month period ended September 30, 1999, cash flows provided by financing activities were $2,147,103. During the nine-month period ended September 30, 1999, we borrowed an additional $752,571 under our line of credit and a net amount of $1,887,395 through loans from related and unrelated parties. For the fiscal years 37 40 ended December 31, 1998 and 1997, cash flows provided by financing activities were $2,605,890 and $887,658, respectively. The significant increase from 1997 to 1998 was due primarily to the start-up of facilities in Patna, India and Batam, Indonesia in 1998 for our work in film colorization, the purchase of approximately 225 computers and various other audio and video equipment, in addition to building renovations for a facility occupied in Patna, India. We believe that cash flows from operations and proceeds from this offering will be sufficient to meet any cash flow requirements of our operations, requirements for funding of construction and development of capital assets, and requirements for acquisitions of media assets for a period of at least twelve months. YEAR 2000 COMPLIANCE We completed our assessment of internal systems that could be affected by the Year 2000 issue prior to December 31, 1999 and found that our computer systems would properly utilize dates past December 31, 1999. To date, we have not experienced any Year 2000 computer problems. We have initiated communications with our significant suppliers to determine the extent to which we are vulnerable to those parties' failure to solve their own Year 2000 issues. We will develop contingency plans in the event we become aware that one or more of these third parties fails to solve their Year 2000 issues in a way which would affect our operations. If significant numbers of these third parties experience failures in their computer systems or equipment due to Year 2000 non-compliance, it could affect our ability to engage in normal business activities. The statement contained in the foregoing Year 2000 readiness disclosure is subject to protection under the Year 2000 Information and Readiness Disclosure Act. PRINCIPLES OF CURRENCY TRANSLATION In the year ended December 31, 1998 substantially all of our revenue was generated in U.S. dollars. In the same year we incurred the majority of our expenses in U.S. dollars and the balance in Indian Rupees or Indonesian Rupiahs. Items required to be included in our financial statements are translated into U.S. dollars using the average monthly exchange rate for revenues and expenses and the period end rate for assets and liabilities. Gains and losses resulting from this translation are reported in our financial statements as accumulated other comprehensive loss, a separate component of stockholders' equity. We expect that a majority of our revenue will continue to be generated in U.S. dollars for the foreseeable future and that a majority of our expenses, including personnel costs as well as capital and operating expenditures, will continue to be denominated in U.S. dollars. In the short term, consequently, we do not anticipate that our results of operations will be significantly affected to the extent that the Rupee and/or Rupiah appreciate or depreciate against the dollar. EFFECTS OF INFLATION The effects of inflation and changing prices have not had a significant impact on our revenues or income from continuing operations during our last three fiscal years. As a developer of applied technologies, the most significant of our costs to date are the salaries and related benefits for our employees and temporary personnel. As with other technology-based service providers, we must anticipate adequate increases in wages and other costs, particularly for our long-term contracts. Historically, our wage costs in India and Indonesia have been significantly lower than prevailing wage costs in the United States for comparably-skilled workers, although wage costs in India and Indonesia are currently increasing at a faster rate than those in the United States. We cannot assure you that we will be able to recover increases in these costs by increasing the prices we charge for our services. 38 41 BUSINESS We develop, apply and provide services utilizing advanced technologies in the areas of information systems and aerospace/satellite systems and operations for U.S. Government agencies and private sector clients. More recently, we have begun providing information technology and digital content development and production services to the media and entertainment industry. Our business strategy is to develop commercial applications for the technologies and know-how developed by us in our information and aerospace businesses to create and grow new businesses with strong profit potential. To date, the most significant commercial applications of our proprietary technologies have been our ability to use these technologies to convert and reformat black-and-white full length film footage and other shorter length media, including cartoons and television commercials, into digital color material. We utilize these technologies to provide digital conversion and reformatting services to others as well as to enhance or modify other content that was originally used for other purposes, for which we can then obtain a copyright. We believe that the digital distribution of visual media content utilizing internet technologies presents another significant commercial application of our know-how. To further our business strategy, we have: - spent over $4.0 million in the twelve-month period ended December 31, 1999 to build the infrastructure to grow our digital media and entertainment business, including the development of specialized software and computer hardware systems used to convert full and short length media into digital color material and upgrading existing facilities, and - pursued an acquisition strategy aimed at acquiring media assets to which we can apply our technologies to enhance their earnings potential and create new, copyrighted visual media. We believe that we are the only provider of cost-effective processes to convert black-and-white full length films into digital color material. We believe that we are also the leading provider of converting the combined group of full length films and shorter length media, including cartoons, television commercials, music videos and short films and videos into digital color material. Our past and current clients for these services include, among others, The Walt Disney Company (which generated 0.1% of our revenue for the nine-month period ended September 30, 1998 and 0.0% of our revenues for the six-month period ended March 31, 2000) and Columbia Pictures Television Group, a division of Sony Corporation (which generated 0.6% of our revenues for the nine-month period ended September 30, 1998 and 1.9% of our revenues for the six-month period ended March 31, 2000). We intend to leverage our information and digital server technologies to develop Internet-based distribution and business-to-business and business-to-consumer delivery of both our own and third-party owned digital media products and services through our MarketYourMedia.com website. In 1998, as part of our media and entertainment business expansion, we began to acquire for our own account, directly and through joint projects, media products for colorization, while continuing to provide work-for-hire colorization services. We have entered into a non-binding letter of intent to acquire the Sherman Grinberg Film Libraries, one of the earliest and largest commercial newsreel film collections in the world. The libraries contain approximately 15.0 million feet of film footage and includes, among other footage, the Pathe and Paramount Newsreels, as well as series such as "The Greatest Headlines of the Century." We intend to pursue a digital production and distribution strategy utilizing our proprietary technologies, including colorization technologies, and our MarketYourMedia.com website to enhance the earnings potential and value of this asset. For the six-month period ended March 31, 2000, gross revenues exceeded $36.6 million, and our total contract backlog was $189.9 million. Of this amount, $43.5 million represented funded backlog and $146.4 million represented unfunded backlog. 39 42 OUR DIVISIONS Through the application of our core technologies, our business has evolved into two divisions: - Information and Applied Technology Division; and - Digital Media and Entertainment Division. The business of each division, including the markets for our services and our competitors, is described below. INFORMATION AND APPLIED TECHNOLOGY DIVISION We operate our Information and Applied Technology Division to focus on the functional business needs of information systems management and development and on satellite/aerospace systems and operation. INFORMATION SYSTEMS MANAGEMENT AND DEVELOPMENT SERVICES OFFERED. Our work in the area of information systems management and development includes: - INTERNET ENABLEMENT. We provide services to update old computerized information systems, such as those which predate the Internet, to enable them to work with the latest Internet technology, in place of installing entirely new software systems which would be at much greater expense. - WEB SITE DATABASE DESIGN AND IMPLEMENTATION. We offer interactive web site development services to companies that require database and tool development. We currently offer these services directly to our customers and through a joint-marketing effort with Rimric Corporation, an award-winning web site design firm that focuses on the aesthetic appeal of their clients' web sites. - INFORMATION SYSTEM MAINTENANCE/SUSTAINING ENGINEERING. Although companies often maintain and upgrade software applications they have acquired in the marketplace, it is becoming more and more common for companies to use outside consultants to perform this service. We offer these services, which are often referred to as application development, software maintenance and user support. Dynacs has performed application development and computer maintenance services for HMC, Inc., CST, Zen Entertainment, The Netherlands Development Organization and Medical High Technology International. Although we feel this is an emerging market for us, the revenues recognized in prior periods have not been material, falling below 1.0% of our total revenues in any previous period. We offer clients substantial cost-savings for the more labor-intensive aspects of our information systems and development services provided to clients by using the resources of our software development facility in Bangalore, India. Our clients include U.S. Government agencies and private clients in a broad spectrum of businesses. Additional applications of our information technology services for public and private sector clients include: - SYSTEMS INTEGRATION FOR INTERNATIONAL SPACE STATION. We are integrating certain information systems for the International Space Station under multiple contracts with The Boeing Company. The International Space Station program represents the combined efforts of hundreds of contractors and suppliers from 15 different countries. It is the largest international 40 43 aerospace project ever undertaken. Other contributions by Dynacs under these contracts include: -- Integration of communications data used by various participants; -- Integration of physical systems, including parts of the International Space Station that will be assembled on Earth and in space; and -- Work on the International Space Station Software Verification Facility for testing flight operations control software. - BUSINESS SYSTEMS INTEGRATION AND RE-ENGINEERING FOR SPACE SHUTTLE. Under a three-year contract for the Shuttle Program at the Johnson Space Center, we are undertaking business systems integration and re-engineering to enable NASA to manage data regarding multiple contracts kept on different information systems. - BUSINESS CASE SOFTWARE RE-ENGINEERING FOR COMMERCIAL CLIENT. We re-engineered software applications for HMC Inc., a management consulting firm that advises Fortune 1,000 companies on their information systems. COMMERCIAL MARKETS FOR INFORMATION SYSTEMS MANAGEMENT AND DEVELOPMENT DIVISION INDUSTRY OVERVIEW. In the increasingly competitive business environment, companies have become dependent on information technologies to maintain day-to-day operations as a strategic tool to enable them to re-engineer business processes, restructure organizations and react quickly to changes in competitive conditions, regulatory requirements and advances in technology. Information technologies are being utilized throughout the global economy. The information technology services sector in which Dynacs competes is broad and includes computer system outsourcing services; internet and web development services; computer-based, integrated implementations of new and existing business processes; computer software application and packaged software development services; database software development and customization services; and application development services for small devices, including instruments, hand-held computer devices and computers mounted and networked together in consumer appliances. Competitors in the information technology sector include large, established firms, mid-sized firms, small businesses and individuals. The largest information technology service providers include IBM Global Services, Electronic Data Systems, Fujitsu, Anderson Consulting and Computer Sciences Corporation. Large packaged software application providers include Microsoft, BMC Software and Compuware. Large database software providers include Oracle, IBM, Informix and Sybase. We believe that industry shifts in the focus from information technology services provided around products to information technology services provided around business processes, coupled with growth in information technology spending by companies with fewer than 100 employees, has created increased market opportunities for smaller information technology service providers, such as Dynacs, who are often perceived as providing innovative information technology solutions and as being more responsive to the system customization needs of smaller businesses. As companies and U.S. Government agencies have become increasingly reliant on their information systems, the challenge of managing such systems has also grown. Not only must companies and governments implement new technologies such as hand-held computer devices and advanced interactive databases, they must also maintain and update legacy systems to work with the latest software and hardware. Now that Year 2000 computer issues and the European Union's currency conversion issues are of substantially less concern to business and the U.S. Government, information technology spending is focusing on services that improve, rejuvenate or reinvent processes which define businesses. 41 44 MARKET SIZE. As businesses and governments have become more dependent on information technologies, corporate budgets for consulting, development, integration and outsourcing of information technology services have grown dramatically. According to the GartnerGroup, a leading authority on information technology, total information technology spending worldwide will increase from $2.2 trillion in 1999 to $3.3 trillion in 2002. International Data Corporation (IDC), a leading provider of information technology industry analysis and market data, projects that the worldwide information technology services market will sustain annual double-digit growth through 2004, forecasting that spending will increase from $349.0 billion in 1999 to over $584.5 billion in 2004, with the United States remaining the largest regional market for information technology services. Growth in internet commerce, which Dynacs believes will increase the market opportunities for its information technology services, is accelerating and, according to IDC, will exceed $1.6 trillion worldwide by 2003. The need to outsource is particularly acute for companies whose information technology personnel lack the requisite skills and abilities in project and technical management to implement new technologies. Outsourcing is also growing among U.S. Government agencies operating under reductions of staffing budgets. As a result, these companies and U.S. Government agencies seek third-party service providers to implement new technologies and upgrade old computerized information systems to enable them to work with the most recent information technologies. The markets for our technologies and services in the areas of information systems management and development include agencies of the U.S. Government, primarily NASA. According to the GartnerGroup, a leading authority on information technology, spending for U.S. e-government hardware, software and internal and external services is projected to grow from $1.5 billion in 2000 to $6.2 billion in 2005. U.S. Government agencies are currently outsourcing a substantial portion of this type of work and are expected to continue to do so. In addition, we are currently providing information technologies and services to NASA and the U.S. Air Force under a number of multi-year contracts. See "Satellite and Aerospace Systems and Operations Division" and "Government Markets for Satellite/Aerospace Systems and Operations -- Major Client." COMPETITION IN COMMERCIAL MARKETS The market for information technology services is highly competitive. Our competitors include companies that specialize in providing services in the area of information technologies, large international accounting firms and their consulting affiliates, systems consulting and integration firms, temporary employment agencies, other technology companies and in-house client MIS departments. Our competitors include international firms as well as national, regional and local firms located in the United States, Europe, Asia and South America. We expect that future competition will increasingly include firms with operations in other countries, potentially including countries with lower personnel costs than those prevailing in India. Part of our current competitive advantage is a cost advantage relative to other service providers in the United States and Western Europe. SATELLITE AND AEROSPACE SYSTEMS AND OPERATIONS We have undertaken sophisticated research and development, analysis and testing for numerous private and public sector clients in the U.S. and European satellite and aerospace industries. Although we began as an engineering firm with expertise focused in the area of computer modeling of structures to better understand their motion and methods of regulating their motion, we have greatly expanded the scope of our technical expertise. We are now involved in many high-profile U.S. space programs and cutting-edge research projects. We also develop technologies and applications in the 42 45 areas of satellite systems and operations from launch through orbit and landing. In this field, we also develop information systems and training software and procedures for the systems we provide. SERVICES PROVIDED. Representative applications of our technologies in this area for public and private sector clients are: - Development of hardware and software to upgrade rocket launch systems at the Kennedy Space Center under our EDC Contract (which generated $12,914,566, or 35.3%, of our revenues for the six-month period ended March 31, 2000 and $19,340,348, or 35.0%, of our revenues for the nine-month period ended September 30, 1999); - Development of information systems for operation of satellites launched under NASA's Mission to Planet Earth under a subcontract with TRW Inc. (which generated $533,161, or 1.5%, of our revenues for the six-month period ended March 31, 2000 and $888,523, or 1.6%, of our revenues for the nine-month period ended September 30, 1999); - Development and application of simulation software allowing parallel processing, independent use of systems to perform different functions simultaneously, for NASA's Johnson Space Center (which generated $355,770, or 1.0%, of our revenues for the six-month period ended March 31, 2000 and $589,157, or 1.1%, of our revenues for the nine-month period ended September 30, 1999); and - Enhancement of satellite operating software for Hughes Space and Communications Group, a division of General Motors (which generated $199,669, or 0.5%, of our revenues for the six-month period ended March 31, 2000 and $155,929, or 0.3%, of our revenues for the nine-month period ended September 30, 1999). MARKETS FOR SATELLITE/AEROSPACE SYSTEMS AND OPERATIONS The markets for Dynacs' satellite and aerospace systems and operations are the global information and communications industry, the orbital systems and exploration market, for which U.S. and European governments are the primary customers, and to a much smaller extent, U.S. Government defense agencies, of which only the Air Force is a current Dynacs customer. The worldwide commercial markets for the type of services we provide in the area of aerospace/satellite systems and operations is expected to grow to $81.1 billion in 2009 according to the Teal Group Corporation. This figure includes the $56.1 billion estimated value of the 899 new satellites expected to be launched and $25.0 billion in estimated value of related launch services. The anticipated growth reflects the dramatic growth projected in the global communications and information industry and the availability of new supporting technologies. GOVERNMENT MARKETS FOR SATELLITE/AEROSPACE SYSTEMS AND OPERATIONS MAJOR CLIENT. The bulk of the services provided to date by our information systems management and development and satellite/aerospace systems and operations divisions have been provided to U.S. Government agencies. Revenues from services we provided as a contractor or subcontractor to U.S. Government agencies, primarily through our information technology and satellite/aerospace businesses, represented the following portions of our total revenue: 97.5% for the six-month period ended March 31, 2000, or $35.7 million, 97.5% for the nine-month period ended September 30, 1999, or $53.9 million, 97.8% for the year ended December 31, 1998, or $59.6 million; and 96.7% for the year ended December 31, 1997, or $26.1 million. Accordingly, a substantial portion of our revenues are subject to inherent risks, including uncertainty of economic conditions, changes in government policies and requirements that may reflect rapidly changing military and political developments and the availability of funds. 43 46 During the nine months ending September 30, 1999, our three largest contracts represented the following portions of our total revenue: 40.3%, for the SETAR II Contract; 34.9%, for the EDC Contract; and 10.0%, for the Boeing ISS Contract. For the six months ending March 31, 2000, our three largest contracts represented the following portions of our total revenue: 38.7%, for the SETAR II Contract; 35.3%, for the EDC Contract; and 12.2%, for the Boeing ISS Contract. NASA is our direct customer on the SETAR II Contract and EDC Contract and is indirectly our customer under the Boeing ISS contract; hence, NASA effectively is our customer under our three largest contracts. For the nine months ending September 30, 1999, our three largest contracts represented a total of 85.2%, or $47.1 million, of our revenues. For the six months ending March 31, 2000, our three largest contracts represented 86.2%, or $31.6 million, of our revenues. The industry is also characterized by difficulty in forecasting costs and schedules when bidding on developmental and highly sophisticated technical work. Particular risks inherent in the current U.S. Government contracting environment for information technology and aerospace services are discussed in the sections of this prospectus entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations." U.S. GOVERNMENT CONTRACTS. There are three types of U.S. Government contracts under which we may serve as a prime contractor or subcontractor: - cost reimbursable contracts; - time-and-materials contracts; and - fixed price contracts. We currently have cost reimbursable contracts and time-and-materials contracts. Our cost reimbursable contracts include both cost plus fixed fee contracts and cost plus award fee contracts. Under cost plus fixed fee contracts, we receive a fee which is fixed by the contract and reimbursement of costs to the extent allowed under Federal Acquisition Regulations. Under cost plus award fee contracts, we are reimbursed for costs on the same basis and receive a fee which varies, depending upon cost, quality, delivery and the agency's subjective evaluation of the work. Under time-and-materials contracts, we receive a fixed amount by labor category for services performed and are reimbursed for the cost of materials we purchase to perform the contract. Under fixed price contracts, contractors for the U.S. Government receive a fixed amount regardless of the costs incurred by the contractor. Our costs and fees under U.S. Government contracts are subject to adjustment as a result of audits by the Defense Contract Audit Agency. TERMINATION BY THE U.S. GOVERNMENT. A substantial portion of our revenue is currently generated from contracts with NASA and, to a lesser extent, the U.S. Air Force. These contracts are conditioned by their terms upon the receipt by NASA of an adequate appropriation of funds from the U.S. Congress each year. In the event that NASA fails to receive funds from Congress or Congress withdraws prior appropriations, NASA may terminate its contracts with us "for convenience." Upon termination of a government contract "for convenience," we, like other U.S. Government contractors and subcontractors, would be entitled to be reimbursed for allowable costs and profits to the date of termination. Contracts with agencies of the U.S. Government are also subject to reduction or modification in the event of changes in U.S. Government requirements or budgetary constraints. For each of the U.S. Government's 1999 fiscal year and 2000 fiscal year, Congress authorized $13.7 billion in appropriations for NASA, the International Space Station, launch vehicles and payload 44 47 operations, including funding for the Kennedy Space Center, and for science, aeronautics and technology. BACKLOG Our backlog under contracts with customers in our Information and Applied Technology Division is comprised of funded and unfunded components. As of June 30, 2000, the total dollar amount of contract backlog was approximately $173.2 million, of which $27.1 million, or 15.6%, was funded backlog, and $146.1 million, or 84.4%, was unfunded backlog. Unfunded backlog can include an amount up to the stated award value of the contract, including renewals or extensions that have been priced, but as to which the agency retains authority to fund or not to fund. Because many of our contracts are multi-year contracts, total backlog may include revenue expected to be realized several years into the future. The unfunded backlog may not be an indicator of future contract revenue or earnings because funding of the unfunded portion cannot be assured. Many of the U.S. Government programs in which we participate may extend for several years, but they are normally funded on an annual basis by Congressional appropriations. COMPETITION FOR U.S. GOVERNMENT PROJECTS We may obtain a U.S. Government contract after the solicitation by the relevant U.S. Government agencies, in "free and open" competition, or in competition only with other companies that qualify as small businesses or small disadvantaged businesses. Most U.S. Government agencies are authorized to enter into contracts based on negotiation rather than sealed bids. Negotiated contracts may or may not involve the solicitation of competitive proposals. Generally, negotiated contracts are entered into without competitive solicitation when the services or supplies desired by a U.S. Government agency can reasonably be obtained from only one available source. In most non- competitive procurements, a U.S. Government agency solicits a proposal from the contractor and then negotiates the price and other terms in accordance with applicable U.S. Government regulations. U.S. Government contracting laws also provide that the U.S. Government is to do business only with responsible contractors. In this regard, U.S. Government agencies have the authority, under certain circumstances, to suspend or debar a contractor or subcontractor from further U.S. Government contracting for a certain period "to protect the U.S. Government's interest." This action may be taken for various reasons, including commission of fraud or a criminal offense in connection with a U.S. Government contract or subcontract. A suspension may also be imposed if a contractor is indicted for any matters. Our Information and Applied Technology Division competes with many other companies for contracts covering a variety of U.S. Government projects and programs in the areas of information, satellite and aerospace technologies. We now compete for these contracts where bidding is "free and open" and not restricted, and where bidding is restricted to small disadvantaged businesses or small disadvantaged businesses. Our ability to compete successfully for and retain U.S. Government contracting business is highly dependent on technical excellence, management proficiency, strategic alliances, cost-effective performance and the ability to recruit and retain key personnel. Our competitors for U.S. Government contracts are typically much larger firms with substantial assets, some of which have become considerably larger in recent years as the result of substantial consolidation of the industry. On-going consolidation of the U.S. and global defense and aerospace companies has resulted in a reduction of the number of prime contractors for NASA and the U.S. Air Force. As a result of this consolidation, we frequently enter into joint venture arrangements on various programs with companies that are our competitors on other programs. 45 48 SECTION 8(a) PROGRAM; EFFECT OF GRADUATION FROM SECTION 8(a) PROGRAM ON OUR BUSINESS AND ABILITY TO COMPETE. Dynacs has been a small business and a small disadvantaged business since 1985, and a participant in the Section 8(a) Program certified as a small disadvantaged business by the Small Business Administration from October 1989 through October 1998. Companies may qualify as small businesses if they have less than the number of employees assigned to the particular standard industrial classification, or SIC code, applicable to a U.S. Government contract. The SIC codes applicable to the contracts for which we submit bids, as a small disadvantaged business or small business, involve limits of 1,000 or 1,500 employees. Although we currently have fewer than 1,000 employees, if we pursue our intended growth strategy, we anticipate that we may have more than 1,000 employees by 2001, and more than 1,500 by 2002. We have derived various benefits in securing work as a prime contractor or subcontractor for U.S. Government agencies from our status as a small business or small disadvantaged business and our participation in the Section 8(a) Program, because many U.S. Government contracts require that a specified percentage of the work be performed by small businesses or small disadvantaged businesses. Another benefit of small disadvantaged business status results from the U.S. Government's prerogative of adding up to 10.0% to the bid prices of non-small disadvantaged business bidders in evaluating all bids received for a project. Through our performance under U.S. Government contracts awarded to us prior to our graduation from the Section 8(a) Program, we established our reputation for expertise in the aerospace and information technology fields. As a result, we continued to receive contract awards from NASA and the U.S. Air Force on many important programs, such as the International Space Station at NASA's Johnson Space Center after the automatic termination of our participation in the Section 8(a) program. During our participation in the Section 8(a) Program, our technical competence and expertise in various sub-fields of the aerospace industry was recognized by numerous awards and honors from both U.S. Government agencies and private industry. We believe that our demonstrated expertise in information technology has been critical to our receiving work on a large number of U.S. Government projects, including those projects for which bidding was restricted to small disadvantaged businesses participating in the Section 8(a) Program. Although we ceased to participate in this Program for new contracts in October 1998, upon automatic termination of our allowed term of participation, we remain a small disadvantaged business certified by the Small Business Administration for purposes of performing contracts awarded under bids we submitted prior to October 1998 and we remain subject to applicable U.S. Government regulations as to U.S. Government contracts already awarded to us on the basis of this participation. We do not believe that our continued participation in the Section 8(a) Program is material to our continued success in securing work on U.S. Government projects or in securing work in the private sector. We do believe, however, that our ability to continue performing under U.S. Government contracts currently in progress, in particular those awarded to us as a small disadvantaged business participating in the Section 8(a) Program, will be material to our financial condition and results of operations through 2002. Our total funded and unfunded backlog under these Section 8(a) Program contracts is $133.6 million. A loss of a significant portion of this backlog would have a material adverse effect on our business. Since the automatic termination of our participation in the nine-year Section 8(a) Program, we have retained the status of a small disadvantaged business certified by the Small Business Administration and may maintain that status until October 2000. We have applied to the Small Business Administration for continuing certification for an additional three year period. Our status as a small disadvantaged business is based, in part, upon ownership of a majority of our outstanding stock by a member of a "disadvantaged" group. We have satisfied the equity ownership requirement for a small disadvantaged business on the basis of ownership of more than 50.0% of our outstanding 46 49 common stock by Dr. Singh, our President and Chief Executive Officer. However, Dr. Singh's stock ownership will fall below 50.0% upon the consummation of this offering. When companies that participate in the Section 8(a) Program no longer satisfy the stock ownership requirement, Federal regulations mandate termination of contracts in progress that were previously awarded on the basis of this participation, unless the Small Business Administration waives the stock ownership requirement. We applied for and received a waiver from the Small Business Administration of the stock ownership requirement in September 1999, such waiver is in effect for the duration of the existing contracts awarded on the basis of our participation in the Section 8(a) Program. DIGITAL MEDIA AND ENTERTAINMENT DIVISION SERVICES OFFERED. Through our production facilities in India and Indonesia, we offer digital reformatting, color effects and animation services for media owners worldwide, including the following: - DIGITAL CONVERSION OF BLACK-AND-WHITE FILM MEDIA. We convert black-and-white media, including motion pictures, television series and film clips of historic and newsworthy events, to color; - DIGITAL COLOR SPECIAL ENHANCEMENTS AND EFFECTS. We provide digital color treatments and special effects for producers of television commercials and music videos; - ELECTRONIC PAINTING OF ANIMATED MEDIA. We utilize digital computer software to apply color to animated cartoons. This service is referred to in the industry as "digital ink and paint"; - FILM AND VIDEO RESTORATION. Our restoration services utilize digital processes to enhance and improve the appearance of degraded films and videos; and - 2-D AND 3-D ANIMATION. Our animation services utilize two and three dimensional computer graphics tools and software applications to produce animated media in both the entertainment and applied technology areas of our business. Examples of the application of our digital reformatting, color effects and animation technologies and services include the following: - Digital color reformatting of black-and-white feature films, such as "The Absent Minded Professor" for The Walt Disney Company and "Le Trou Normand" for Roissy Films; - Digital color reformatting of black-and-white television series, such as "I Dream of Jeannie" and "Bewitched" for Columbia Pictures Television Group, a division of Sony Corporation; - Digital color reformatting of black-and-white film clips showing the crash of The Hindenburg Airship and The Battle of Midway; - Color special effects for television series, such as "The X-Files" and for numerous television commercials, including ten Gatorade commercials and one Coca-Cola commercial; - Color special effects for music videos, including one featuring the pop-musical performer, Tatyana, produced by Sony Music and "Celebrity Skin" produced by Crash Films, featuring Courtney Love; - Digital ink and paint services, such as that provided for the animated short film "Monkey Love" and the On-line Cartoon Network; 47 50 - Digital restoration of black-and-white film clips of famous World War II battles and the digital disassembly, restoration and re-assembly of cartoon animation, such as "Woody Woodpecker"; and - Digital video production, digital photography, 3-D animation and web-site development and implementation services, such as that provided for the Multi-media Laboratory at NASA's Kennedy Space Center. COLORIZATION AND ANIMATION TECHNOLOGIES. The primary benefits of our digital color reformatting and animation services are cost effectiveness, high delivery speed for long-form media, and worldwide access to real-time production information, all without sacrificing quality. Our technologies were designed to address deficiencies in the pioneering colorization technologies which were developed as early as two decades ago. Deficiencies in the early technologies included: - poor, unrealistic quality, particularly in the early analog technology which was only capable of producing 8 to 16 colors; - inefficiencies resulting from small production capacity and length of time required for completion of colorized material; and - high production costs. Currently available technologies, including ours, have made it possible to produce digital color images in over 16 million colors that are realistic and aesthetically pleasing. The inefficiencies and expense of early colorization technologies resulted from the use of highly skilled artists, whose services were costly and time-consuming. These inefficiencies were less apparent for work on short form media (which is comprised of hundreds to thousands of frames and includes television commercials, music videos and short films and videos) as compared to long form material (which is comprised of hundreds of thousands to millions of frames and includes full length feature films and film and/or television series). Our proprietary technologies reduce labor costs by using computers, rather than skilled artists, to handle substantial portions of the colorization. Although our colorization processes are still labor intensive, they are far less labor intensive than other colorization technologies. We also achieved further savings in labor and other production costs by establishing overseas production facilities in Patna, India and the Indonesian Island of Batam, which we continue to expand. See "Facilities" and "Government Regulation -- India and Indonesia." Through our digital ink and paint technology, we are able to add color to animated videos and films electronically, rather than the traditional method of painting each character that appears in a frame on a separate celluloid sheet. In addition to saving labor costs, this technology greatly speeds up the process of colorizing animated media and creates further cost efficiencies by eliminating the need for celluloid frames which scratch, become degraded over time and require shipping. Our computerized technologies also enable us to divide the millions of frames of a television series or feature film or the thousands of frames comprising a commercial, into many separate projects that can each be worked on simultaneously by different workers. This feature not only allows us to distribute the work equally among our production workers, but in doing so, also significantly shortens the time required to complete a project. As a result, we believe our labor and other production costs are far lower than those of our competitors. REAL TIME PRODUCTION INFORMATION. Another significant feature of our digital production technology is worldwide access to real-time production management information. Our web-based production management tools allow our production supervisors and managers to monitor, in real-time, 48 51 the status of work in process, including individual frames and shots, from their desktop computer. This technology allows us to monitor and better manage our facilities and labor abroad with substantial cost savings. DIGITAL MEDIA & ENTERTAINMENT REVENUES. As a group, revenues from providing digital media & entertainment services accounted for 2.5% of our total revenues for the nine-month period ending September 30, 1999. In general, we are paid for colorization work of full length feature films and television series by each minute of footage that we process. For shorter length material, such as television commercials and music videos, we receive revenues for our services on a per-project basis. A typical project generates approximately $5,000 to $15,000 in revenues and can take 1 to 3 weeks to complete. Electronic painting of animated media and digital restoration projects are priced on a similar, full-length and short-length basis. We also accept reduced rates for colorization work in exchange for a percentage of the ownership of the completed work. As a part owner of digital color reformatted movies and TV series, we receive a percentage of the licensing or distribution fees realized. See "Management's Discussion and Analysis of Financial Condition and Results of Operations." RECENTLY COMPLETED PROJECTS. We have colorized films and television series for Columbia Pictures Television, Le Film Arianne, Roissy Films and The Walt Disney Company. These projects included the TV series "I Dream of Jeannie," "Bewitched" and "The Adventures of Rin Tin Tin" for Columbia Pictures Television Group, the Disney feature films "The Absent Minded Professor" and "Son of Flubber," and the feature films "Le Boulanger de Valorgue" and "Le Trou Normand," for Roissy and "Fan Fan Les Tulipe" for Le Film Arianne. Our colorization work on commercials, music videos and special effects for television includes special effects for the TV series, "The X-Files," and for TV commercials advertising Gatorade, Miller Beer, Lexus, Mercedes Benz, Peugeot, Lincoln Mercury and Pontiac, Tostitos, Woolite, Barclaycard, RCN Cable and ESPN. Our own projects include a 13-episode series on World War II, "Annie Oakley" and a joint project on "Circus Boy." We are currently considering offers to purchase and colorize a television series, including "Lassie," "Route 66," "Naked City," and "Laurel and Hardy" as well as working with the Sherman Grinberg Film Library to develop two additional series. FUTURE DIGITAL MEDIA PROJECTS DIGITAL CONTENT DEVELOPMENT AND REFORMATTING. We intend to utilize our digital conversion and colorization technologies to enhance or modify content, which was originally created for other purposes, for which we can then obtain a copyright. For example, we began in November 1999 the development of a 13-episode series on World War II. This series contains archival film footage in which we have applied digital color effects. For work that we perform for our own account, we claim copyright protection where permissible on both the underlying colorized black and white footage and compilations of colorized black and white footage into completed series. We plan to generate revenues by licensing the compilations to the television broadcasting market and the underlying colorized footage in the stock footage market. In pursuit of this objective, we entered into a non-binding letter of intent to acquire the Sherman Grinberg Film Libraries. Pursuant to the non-binding letter of intent, dated May 16, 2000, with Film Archive Finance Company, Inc., we have agreed to purchase all of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. The libraries include, among other footage, the Pathe and Paramount Newsreels. Founded in 1957 by Sherman Grinberg, the libraries contain one of the earliest and largest commercial newsreel film collections in the world. As a result of the acquisition of the Sherman Grinberg Film Libraries, Inc., if completed, Dynacs will acquire a 50.0% interest in, and the perpetual exclusive license to operate, the Pathe film collection consisting of approximately 7.0 49 52 million feet of 35mm film dating from 1896 to 1957. The Pathe collection includes many classic newsreel images of the 20th century, ranging from the Hindenburg airship disaster to John F. Kennedy's "Ich bin ein Berliner" speech. The libraries also include a series entitled "The Greatest Headlines of the Century," which consists of 260 three-minute films produced for television syndication by Grinberg. These films were compiled from Pathe material and feature some of the most memorable events between 1900 and 1957. The Paramount Newsreels consist of approximately 5.7 million feet of 35mm film. From 1927 through 1957, Paramount issued two newsreel editions a week, typically from seven to nine minutes long, with each story occupying forty to ninety seconds. The libraries also include unused out-takes and lesser publicized footage, as well. The Sherman Grinberg Film Libraries collection also includes approximately 2.0 million feet of material from various sources, including early 1900's experimental film footage, shorts and silent films, sports topics, early exploration (such as expeditions to the north and south poles), industry topics, World War II era German propaganda footage and vintage television commercials. The purchase price for the shares is $3.35 million, subject to increases based on: - The availability of commercially usable film footage in the two principal libraries in excess of 5.0 million linear feet and additional commercially usable film footage in any of the other libraries to be acquired; - Certain minimum levels of gross revenues for 2001, 2002 and 2003 from the licensing or sale of footage as it presently exists in the libraries or as it may be colorized by us; and - Certain minimum levels of gross revenues for 2001, 2002, 2003 and 2004 from the sale or licensing of the libraries in all forms, including footage which has been re-edited or compiled by us or colorized by us. The maximum purchase price for the Grinberg shares is $10.85 million, payable in our common stock, based on the greater of the offering price of our common stock in this offering or $10 per share. Of the number of shares of our common stock to be issued in consideration of the purchase price, $3.35 million worth of our common stock will be delivered to the Film Archive Finance Company, Inc. at closing and the remainder will be delivered into escrow, which will be released after applicable purchase price adjustments described above are made and will be subject to cancellation based on the Film Archive's indemnification obligations as described below. One half of the shares of Dynacs common stock to be delivered at the closing ($1.675 million) and one half of the stock to be delivered based upon available commercially usable footage ($1.5 million), along with all of the shares of Dynacs common stock to be issued based upon gross revenues ($4.5 million) are subject to cancellation in the event Dynacs has indemnification claims against the Film Archive Finance Company, Inc. The Film Archive Finance Company, Inc. and an executive director of the Film Archive Finance Company, Inc. are also receiving an aggregate of $150,000 in shares of Dynacs common stock based on the greater of the offering price of our common stock in this offering or $10 per share for a three year covenant not to compete. The executive officer will also enter into a one year employment agreement with Dynacs pursuant to which the executive officer will be paid a base salary plus bonuses if the executive officer is able to bring to Dynacs additional corporate or film library acquisition opportunities which Dynacs elects to acquire. INTERNET-BASED MEDIA LIBRARY AND MARKETPLACE. We seek to leverage our information management, visualization technologies and know-how initially developed by us for the aerospace 50 53 industry to complete the development of our web site, "MarketYourMedia.com," and to enable us to establish ourselves as a leader in the visual content industry. Through MarketYourMedia.com, we intend to position Dynacs as a seller and distributor of electronic versions of traditional visual media, such as single frame photographic images, motion picture films, videos and animations over the Internet. Once our web site is in operation, we plan to use this web site as an on-line media library and marketplace where we and other owners of digitized visual media can sell material to prospective licensees and consumers. We anticipate receiving fees from these media owners for scanning, digitizing, preparing for internet-based delivery, cataloging, archiving, and, in some cases, colorizing their materials. We also anticipate receiving revenues from managing media owners' content over the internet, either by streaming their digital content over the internet for immediate viewing or forwarding their digital content to viewers' individual computers for storage and which can be viewed upon demand. Prospective licenses will be able to search an on-line catalog of available materials and down-load selected materials for viewing. For third party owners of visual media, we will act as an intermediary and receive fees for properties licensed through the MarketYourMedia.com web-site. Dynacs technical personnel are currently developing the host site implementation plan. The MarketYourMedia.com pre-launch site has been designed, implemented and is currently on-line. In addition to entering into the letter of intent to purchase all of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. we are continuing our discussions with third parties regarding the acquisition and/or representation of visual media on-line. LOCATION-BASED ENTERTAINMENT. We intend to market our technologies to location-based entertainment sites which are out-of-home entertainment locations featuring technology-driven, electronic entertainment, typically in the form of electronic, virtual reality games and motion-ride simulation in 3D. Location-based entertainment sites occupy sites ranging in size from 6,000 square feet or less to 100,000 square feet and are being developed by divisions of the large entertainment studios such as The Walt Disney Company (DisneyQuest Imagineers), Sony Corporation and Gameworks, a joint venture among DreamWorks SKG, Sega Enterprises and Universal Studios, as well as many independent operators. Our primary target market is the independent location-based entertainment site operators and entertainment conglomerates. We can provide cost efficiencies to independent operators since most operators currently secure the different technology components of their location-based entertainment sites from various sources at significant expense. We intend to begin the service development, marketing and sales efforts associated with penetrating the location-based entertainment market within 12 months of the closing of this initial public offering. MARKETS FOR DIGITAL MEDIA AND ENTERTAINMENT DIVISION The entertainment industry creates motion pictures, television programming and interactive multimedia content for distribution through theaters, video stores, pay and basic cable television stations, direct-to-home private cable, broadcast television, on-line services, and location-based entertainment centers. Television operators and producers purchase content through trade shows and distributors. Film and television libraries may be released repeatedly in distribution, while new content is typically released into a "first-run" distribution channel and later into one or more additional channels or media. Entertainment content produced in the United States is also exported. Trends in the entertainment industry that affect the markets for our digital media and entertainment products and services are: - Growth in worldwide demand for entertainment content; - Increasingly high demand in international markets for United States entertainment content, including television programs; - Development of new markets for existing content libraries; and 51 54 - Wider application of digital technologies for manipulation and distribution, including the emergence of new distribution channels. TELEVISION MARKET. Programming for television is purchased by conventional broadcast television networks, cable channels, satellite delivery systems, and pay television. The demand for entertainment content generally has increased significantly as a result of the growth in numbers and types of television channels in the United States and worldwide. Higher levels of spending for programming has resulted from demand by new television networks and cable stations for more hours of programming and competition for new viewers. Significant growth in worldwide television revenues has resulted from the increased number of households with televisions and the increased growth of cable and multi-channel access. The increased revenues have led to increased expenditures for programming. We believe that colorized libraries of existing black-and-white programs will become an attractive alternative for purchasers of programming. We intend to position ourselves to be able to meet the increased demand for these colorized libraries. The privatization of broadcasting systems during the last decade or so, the proliferation of broadcast licenses and the introduction of sophisticated delivery technologies, including cable and satellite transmission systems and the Internet, has led to significant growth of broadcast and cable television markets outside North America. European governments have continuously encouraged a major expansion of public and private broadcasting sectors. It has been our experience that European television producers do not typically purchase black-and-white content, and we believe that Western Europe is and will continue to be an important market for content colorized by Dynacs. The markets for television content are also growing in Asia and Eastern Europe. The growth in demand for programming and the proliferation of television channels is related to the substantial increase in the number of households with televisions worldwide. According to figures released by Kagan.com, in 1999, over 888 million households had televisions, and the number of households with television sets is expected to increase by 9.5% to more 972 million by the end of 2003. A November 1999 report of Kagen Media Appraisals, Inc. projects that between 1999 and 2003, growth in worldwide revenues of all types of television channels as follows: over 30.0% in the United States; over 68.0% in the Asia-Pacific market; over 61.0% in Latin America; over 39.0% in Western Europe; and over 276.0% in Eastern Europe. The number of broadcast networks and cable channels in the United States and worldwide continues to increase. Since 1994 more than 165 new cable networks have been introduced worldwide. Programming budgets of basic cable networks identified as potential purchasers of colorized television series from companies, including Dynacs, are projected by Kagen Media Appraisals, Inc. to increase from $2.55 billion in 1999 to more than $3.75 billion in 2004. There was significant growth in worldwide revenues for the television industry resulting from the increasing number of households with televisions, the number of households with multi-channel access, increases in the number of basic cable television operators and increased television advertising revenues. Spending for television advertising, which drives the sale of existing content libraries and the production of new programming, is projected, according to a Kagan/Solomon TV Programming Report, to increase by 38.5% to $170.0 billion world wide in 2003 from $122.0 billion world wide in 1999. The increasing programming budgets for the major networks create demand for the new content. In view of the increasing costs attached to the creation of new programming, the colorized libraries of existing black and white programming have become an attractive option. We anticipate continuing to provide our products and services to new programming content providers to capitalize on the continued growth in this market. 52 55 The proliferation of smaller, independent channels, domestic and international, appealing to audiences of narrow demographics have comparatively smaller programming budgets. These channels often resort to using material, including, colorized black-and-white film footage, which was originally shot for other purposes, to satisfy their needs for programming content. We anticipate benefitting in two ways from this trend: 1) demand for new colorized content, wherein we will provide our services to colorize the content, and 2) demand for existing colorized content, wherein we will provide content owned or partially owned by us. The U.S. entertainment industry is also experiencing a broad transition from traditional analog film processes to digital methods and approaches. We believe that our ability to convert visual media in analog format to digital formats positions us to take advantage of this transition. VISUAL MEDIA CONTENT We believe that the growth in demand for visual content during the twentieth century can be attributed, in part, to technological improvements that have made visual content more accessible and the proliferation of distribution channels, including print, television and theatrical venues. We believe that industry growth has been accelerated by the distribution and utilization of still images and film footage on the Internet. The visual content industry involves the creation, acquisition, storage, distribution and end-use of both still images and film footage. Traditionally, visual content has been captured and distributed in analog form. This has required a lengthy process for the provider and has also been relatively inefficient for the customer. Digital technologies capture visual content in a form that can be electronically stored, manipulated and retrieved utilizing a computer. While visual content providers continue to create and distribute imagery in the analog format, they are increasingly using digital technologies. Prior to the mid-1950s, most visual content was captured in black-and-white. Worldwide, vast amounts of historical and newsworthy black and white visual content exists in analog format, including film, which can be converted to a digital format, upgraded to today's quality standards and reformatted for use by business and consumer customers. In some cases, colorization of black-and-white film footage generates a new U.S. copyright on the colorized footage. The migration toward digital technology has had implications for improving the process both from a customer and content provider perspective. For the customer, the digital image acquisition process is dramatically more efficient. For providers, digitization provides an opportunity to achieve process efficiencies and economy of scale benefits by consolidating and integrating a widely-fragmented industry, thereby leveraging an increased and more efficient offering of images to a wider range of business customers and consumers. MULTIMEDIA INDUSTRY. The interactive multimedia industry encompasses video games, on-line and interactive services, and location-based entertainment. While some segments of this industry are well established, it is an emerging business with significant growth potential. Improvements in technology, the availability of communication bandwidth, the proliferation of distribution channels for entertainment products and services and the involvement of large entertainment companies are evidence of growth. Numerous companies provide web site design and technologies that integrate various forms of media, including live action video, animation, graphics and audio. Other interactive on-line services such as video-on-demand are being deployed by cable television operators and some regional telephone companies. Although we do not derive significant revenues from these markets at the present time, we believe that our digital production, visualization and simulation technologies will be marketable to the multimedia industry for location-based entertainment, video compression, digitizing material for video games and other on-line content, and development of more complex applications, including digital versatile disk (DVD) and on-demand downloading services. 53 56 MARKETYOURMEDIA.COM. The market for our digital color library and distribution services include the sector of the traditional television and film industries that now purchase stock footage for documentaries and other programming off-line from stock footage companies. These industries use stock footage both to depict historical matter and to substitute existing footage, where available, for new footage. Once our MarketYourMedia.com web site is in operation, purchasers of stock footage will be able to purchase on-line stock footage owned by Dynacs and third parties rather than through the current inefficient process of selecting and purchasing stock footage off-line by approaching each stock footage company individually, describing the type of footage required, and waiting for delivery. Purchasers of stock footage will be able to search a digitized catalog of footage, view it, and select and order footage, all through our web site. They will also have access not only to the footage owned by us, but also that of other stock footage owners, including consumers for whom we will act as an intermediary. As an intermediary of visual media, we anticipate receiving fees for digitizing, hosting and transacting services and a licensing fee for each on-line sale. Another market for this web-enabled business will be acquisitions of television series and films for television and theatrical distribution. This market is currently served through sales conventions, where sellers and buyers meet to review video and film productions available for licensing. These conventions typically last three or four days and are held only at discrete times and locations during a year. Exhibitors at these markets range from small independent producers and distributors, who budget anywhere from $10,000-$50,000 for the costs of exhibiting per market, to large television and motion picture studios that send upwards of 50 to 75 people to each market with multi-million dollar budgets for exhibiting. Additionally, when broadband technologies with capacity for transmitting large volumes of visual media on-line with greater capacity and efficiency are developed and gain widespread use, we will target these traditional market participants with e-commerce and technology solutions that will provide an efficient, on-line marketing and distribution of their media assets. Revenues will be generated by a combination of fees paid for technical services and transaction fees based on a percentage of sales generated. RESEARCH AND DEVELOPMENT We distinguish between the research and development we conduct for the benefit of our clients, which we refer to as "research and development," and that which we conduct for our own benefit, which we refer to as "internal development." We estimate that currently, over 95.0% of the revenue of our Information and Applied Technology Division is generated under contracts providing research and development work for our clients. All costs of this research and development are client-funded and treated as costs of revenue. Our internal development costs borne directly by us during the fiscal years ended September 30, 1999, December 31, 1998 and December 31, 1997 were $4,941, $10,800 and $14,400, respectively. While many of our Information and Applied Technology Division's U.S. Government contracts require us to conduct research and development on behalf of the U.S. Government, the contracts permit us to patent or copyright intellectual property developed through our work thereunder. We treat all work performed by us under these contracts as research and development, and the associated costs as costs of revenues, even if we exercise our rights to patent or copyright any of this intellectual property. As a result, our internal development costs are minimal. However, when internal development produces an identifiable asset of some value, we capitalize these costs and amortize them ratably over a period of time based upon the estimated useful life of the asset. INTELLECTUAL PROPERTY Our businesses are dependent on our innovative technologies, and the skills and technical knowledge of our professional staff. We rely upon a combination of patent, trade secret, copyright and trademark laws and mandatory employee confidentiality agreements to protect our intellectual 54 57 property. We also limit access to our proprietary information. The steps we take to protect our intellectual property, however, may not be adequate to deter misappropriation of our proprietary information. We may be unable to detect unauthorized uses of, or take appropriate steps to enforce, our intellectual property rights. In general, if we wish to claim exclusive commercial rights in intellectual property we develop under a U.S. Government contract, we must do so within two years. If we do not make any claim of exclusivity, which involves undertaking obligations of exploitation, we must share the technology on a non-exclusive basis with other commercial users. In addition, under the Federal Acquisition Regulations (FAR), the U.S. Government has specific proprietary rights in intellectual property that we develop in providing services under contracts or subcontracts with U.S. Government agencies. The U.S. Government receives an irrevocable, royalty-free, non-exclusive and non-transferrable license to this property, and may share intellectual property we develop with third parties. Assignment and licensing of our rights are also subject to FAR. These regulations also give the U.S. Government the right to disclose information about this intellectual property to third parties, including our competitors. Our rights in any data remain subject to U.S. Government export control or national security laws or regulations. Dynacs claims copyright, trademark and common law rights in each of its computer software programs and related documentation. We own the copyright to each of three software programs utilized in the aerospace industry and for other applications: TREETOPS, DYCOM and Gensoft, all of which are proprietary tools for the design and analysis of multi-body dynamics. Our proprietary colorization software is comprised of: - Dycolor, the basic colorization program; - ShotManager, the production management system which allows us to divide colorization work into separate frames and distribute them to different workers to work on simultaneously; and - FlipBook, our real time playback system. Through our acquisition of Cerulean Colorization, L.L.C., we also own the copyrights and patents to particular colorization software and processes. EMPLOYEES Frequently when we commence work under new information and applied technology contracts, we need to hire large numbers of workers in a relatively short period of time. When this occurs, we fund the increased payroll costs using our revolving bank line of credit. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Liquidity and Capital Resources". We meet the majority of the personnel requirements of our Patna, India media production facility by hiring technical personnel on a contract basis. The use of personnel on a contract basis lowers the administrative costs of our overseas operations. From time to time, we also use personnel on a contract basis to meet personnel needs in the United States. References in this prospectus to employees refers only to our employees and not personnel provided on a contract basis by third parties, unless otherwise indicated. The majority of the production workforce employed at our Patna, India facility are personnel provided on a contract basis through independent agencies that are responsible for all compensation, benefits and tax-related aspects of their services. We pay a negotiated hourly or weekly rate per worker provided on a contract basis to such third parties. The number of personnel providing services to our subsidiary in India on a contract basis is 351. This in addition to the 32 direct Dynacs employees that we employ in India. At July 12, 2000, Dynacs had a total of 744 employees, of which 32 were part-time employees (working less than 30 hours per week) and the balance of which are full-time employees. None of these 744 employees were contract or temporary workers. The total number of employees includes 55 58 650 in customer support operations and production, 12 in development, eight in sales and marketing, and 74 in administration. Of these, 595 employees are located in the United States, 32 in India and 117 in Batam. We believe that our future success is dependent on attracting and retaining highly skilled technical, sales and marketing, and senior management personnel. Competition for skilled personnel is intense, and there can be no assurance that we will continue to attract and retain high-caliber employees. We are not subject to any collective bargaining agreements and believe that our relationship with our employees is good. FACILITIES Our principal executive offices are located in Palm Harbor, Florida. These offices are located in a building owned by Dynacs Properties, Inc., 50.0% of which is owned by Dynacs and the remaining 50.0% is owned by H. James Lentz, Esq., the owner of Lentz & Fair, P.A., a law firm. Dynacs entered into a lease agreement with Dynacs Properties, Inc. for the rental of office space with a lease expiration date of December 31, 2003. We have a 60,000 square foot facility in Cleveland, Ohio which services the Glenn Research Center with a lease expiration date of October 23, 2003. Our domestic leased facilities which service the work of our Information and Applied Technology Division and Digital Media and Entertainment Division include the following locations and with the indicated number of employees as of July 12, 2000: - Palm Harbor, Florida -- 6,312 square foot office space with 15 employees, none of whom are part-time employees; - Cleveland, Ohio -- U.S. Government furnished facilities consisting of laboratories and office space, with 176 employees, 13 of whom are part-time employees; - Kennedy Space Center, Florida -- U.S. Government furnished facilities consisting of laboratories, office space and launch facilities with 218 employees, six of whom are part-time employees; - Albuquerque, New Mexico -- 1,000 square foot office space with 17 employees, four of whom are part-time employees; - Cato, New York -- 750 square foot office space with two employees, none of whom are part-time employees; - Houston, Texas -- 4,500 square foot office space with 132 employees, four of whom are part-time employees; - Seattle, Washington -- 2,800 square foot office space with 11 employees, two of whom are part-time employees; - Hollywood, California -- 3,330 square foot office space with 23 employees, three of whom are part-time employees; and - Laham, Maryland -- office space provided by subcontractor with one full-time employee. INTERNATIONAL: Our overseas software and digital media production facilities, all of which are leased, consist of the following with the indicated number of employees as of July 12, 2000: - A facility of approximately 800 square feet located in Bangalore, India with ten employees, which is leased by our subsidiary, Dynacs Engineering Company (India) Pvt. Ltd., and used to provide software development services. The term of the lease expires September 30, 2001; 56 59 - A facility of approximately 20,000 square feet located in Patna, India with 22 employees and 351 personnel on a contract basis, which is leased for a 90 year term by our subsidiary, Dynacs Digital Studios, and contains a high-speed digital colorization and restoration facility; and - A facility of approximately 10,000 square feet located in Batam, Indonesia with 117 employees, which is leased by our Indonesia subsidiary, PT Dynacs Digital Studios, and used to provide digital colorization and restoration services. The term of the lease expires November 2, 2001 with an automatic renewal term of three years unless either party gives six months prior notice of intent to terminate. We also lease a facility in Hollywood, California, for our Digital Media and Entertainment Division. This facility contains a digital film conversion laboratory as well as office space. GOVERNMENT REGULATION UNITED STATES We are subject to numerous laws and regulations applicable to those who provide services under prime contracts and subcontracts to the U.S. Government. These laws and regulations govern matters affecting payment and reimbursement of contractors, U.S. Government audits, bidding procedures, and our rights in intellectual property developed in the performance of services under these contracts. See "Business -- Satellite and Aerospace Systems and Operations -- Government Markets for Satellite/Aerospace Systems and Operations" and "-- Competition for U.S. Government Projects" and "-- Intellectual Property." INDIA AND INDONESIA INDIA -- BANGALORE. Our software development facility in Bangalore, India is leased by our subsidiary, Dynacs Engineering (India) Pvt. Ltd., which was organized under the laws of India. India's Ministry of Industry has classified this subsidiary as an "Export Oriented Unit," or EOU, because most of its sales are export sales. Because of this EOU classification, this subsidiary is exempt from all taxes on earned profits for a period of five consecutive years during the first eight years of operations pursuant to Section 10B of the Indian Tax Act of 1961, as amended (the "Indian Tax Act"). This tax exemption is available to this subsidiary from April 1996 through March 2001. After expiration of this exemption, this subsidiary is eligible for the exemption from income tax on export profits available for software exports under the Indian Tax Act. INDIA -- PATNA. Our digital media production facility in Patna, India is eligible for the same exemption from income tax on export profits under the Indian Tax Act. INDONESIA. Our subsidiary, PT Dynacs Digital Studios, operates a digital colorization facility in the Batamindo Industrial Park on the island of Batam, Indonesia. This subsidiary benefits from certain tax and other foreign investment incentives, including a waiver of value added taxes. LEGAL PROCEEDINGS In November 1999, we were informed by NASA's Glenn Research Center of their decision to award the MRDOC Contract to one of our competitors. We spent approximately $740,000 in bid preparation costs for this contract. In December 1999, we filed a protest of this award with the General Accounting Office (GAO). The GAO issued a stay of the award, pending resolution of the matter, which typically takes 100 days from the date on which the protest is filed. On March 17, 2000, the GAO issued its decision to deny Dynacs' protest. On March 30, 2000 Dynacs subsequently filed a lawsuit against NASA in the U.S. Court of Federal Claims. Oral arguments were held on 57 60 June 29, 2000, and we are currently waiting to receive a final court decision. If the Federal court renders a decision in favor of Dynacs, Dynacs may be reimbursed its bid preparation costs and legal costs, and possibly be awarded the Contract. No assurance can be given, however, that the Federal court will render a decision in Dynacs' favor, or that if it does, it will award us the MRDOC Contract or reimbursement of all our bid preparation costs or legal costs. As of May 31, 2000 Dynacs had incurred total legal fees related to this matter in an amount of approximately $150,000. In February 1998, Dynacs filed claims totaling $2,825,000 with the American Arbitration Association in California against Juno Pix, Inc. for sums owed by Juno in connection with colorization and other work completed by Dynacs for the motion picture, "Pleasantville," prior to Juno's termination of our February 1997 agreement. Dynacs' claims included a demand for the termination fee payable under the agreement, compensation for Juno's unauthorized use of Dynacs' copyrighted technology following termination and injunctive relief for return of its software. Dynacs' claims were made not only against Juno but also against New Line Productions, Inc., as guarantor of Juno's performance, and New Line Cinema, the parent of New Line Productions. Juno filed counterclaims against Dynacs for damages for breach of contract, repudiation of the agreement, false and misleading advertisement and false assurances and representations. Juno also counterclaimed for treble damages where applicable under U.S. Government or state law. As of March 31, 2000, Dynacs had incurred total legal fees related to this matter in an amount equal to $1,615,608. On April 3, 2000, the American Arbitration Association entered a unanimous award resolving the affirmative claims by Dynacs and the counter-claims of Juno Pix, Inc. and New Line Productions. The arbitrators granted the majority of Dynacs' claims and ordered Juno Pix and New Line Productions to immediately return to Dynacs the original software and all copies. The arbitrators also awarded Juno Pix and New Line Productions certain of their counter-claims. The net result of the monetary awards is that Dynacs was ordered to pay a net total sum of $370,352 to Juno Pix and New Line Productions. Each side was ordered to pay its own attorneys' fees, expense and costs of arbitration. The panel assessed no interest on the net award, though interest may accrue from the date of the award. The award is not enforceable until either party files a petition with the Los Angeles County Superior Court to confirm the arbitration award. The parties also had until July 12, 2000 to request that the award be vacated or corrected based on particular findings of corruption, miscalculation or prejudice. As of July 12, 2000, the award was neither confirmed by the Superior Court nor did either party move to vacate, correct or appeal the award. Dynacs has been advised by counsel that vacating, correcting or appealing an arbitrator's award is difficult and unlikely under California law. In July 1999, the Company settled an administrative proceeding brought against it by a former employee. The total legal fees incurred by the Company in connection with this administrative proceeding were approximately $186,600 in 1999, of which $85,000 was incurred by the end of the second quarter of 1999 and the balance of $101,000 was incurred between July 1, 1999 and the date hereof. 58 61 MANAGEMENT DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the directors, persons elected to serve as directors upon consummation of this offering, and executive officers of Dynacs, their ages and their positions with Dynacs as of July 12, 2000.
NAME AGE POSITION - ---- --- -------- Ramendra P. Singh....................... 55 Director, President and Chief Executive Officer Ravi Venugopal.......................... 37 Senior Vice President, Digital Media and Entertainment, and Secretary Harry W. Schubele III................... 41 Senior Vice President, Business and Treasurer Jayant Ramakrishnan..................... 40 Senior Vice President, Information and Applied Technology Javier E. Benavente..................... 40 Senior Vice President, Corporate Business Development Robert Rodriguez........................ 43 Chief Financial Officer Peter Likins............................ 64 (1)(2) Michael R. Burns........................ 41 (1) Michael G. Bolton....................... 56 (1)(2) Robert E. Skelton....................... 61 (1)(2)
- ------------------------- (1) Nominated to serve as a member of the board of directors upon the consummation of this offering. (2) Nominated to serve as a member of the audit committee of the board of directors upon the consummation of this offering. All directors serve for one-year terms until the next annual meeting of stockholders and until their successors are duly elected and qualified. Each executive officer is elected by, and serves at the discretion of, the board of directors. Each of Dynacs' executive officers and directors, other than non-employee directors, devotes his full time to the affairs of Dynacs. There are no family relationships among any of the directors or executive officers of Dynacs. Michael R. Burns' election as director was made as a result of an agreement with Dynacs in connection with the purchase of Cerulean Colorization, L.L.C. RAMENDRA P. SINGH, PH.D. Dr. Singh has been our President, Chief Executive Officer and sole director since he co-founded Dynacs in 1985. Dr. Singh has also served as sole director, President, Treasurer and Secretary of our subsidiary, Dynacs Properties, Inc., since its formation in May 1997, and as a Director of our subsidiary, Dynacs Technical Services, Inc., since its formation in August 1998, and as sole director and President of our subsidiary Dynacs Digital Services, Inc. since its formation in July 1998. Dr. Singh has served as sole director and President of Cerulean FXs, Inc. since its formation in April 1999. Cerulean FX became our subsidiary in August 1999. Dr. Singh is an Associate Fellow of the American Institute of Aeronautics and Astronautics and the 1996 Division Director of the International Society for Measurement and Control. Dr. Singh received his Ph.D. in Engineering Mechanics from the University of Alabama, Huntsville in 1981, and his Masters of Science in Mechanical Engineering from the University of Miami in 1969. Dr. Singh is a recognized technical expert and is the author of over 50 published journal papers and articles. 59 62 RAVI VENUGOPAL. Mr. Venugopal has been Dynacs' Senior Vice President, Digital Media and Entertainment, since January, 1999. Mr. Venugopal has also served as a director and Secretary of our subsidiary, Dynacs Technical Services, Inc., since its formation in August 1998. He has also served as Secretary of our subsidiary Dynacs Digital Services, Inc., since its formation in July 1998 and our subsidiary Cerulean FXs, Inc., since its formation in April 1999. From January 1996 through December 1998, Mr. Venugopal served as our Chief Scientist, from January 1994 through December 1995 as Director of Product Development, and from 1991 through 1993 as Director of Business Development. Prior to that, Mr. Venugopal was a senior engineer from 1989 through 1990 and an engineer from the time he joined Dynacs in 1987 through 1988. Mr. Venugopal received his Masters degree in Computer Engineering from the University of Florida in 1987. HARRY W. SCHUBELE III. Mr. Schubele has served as our Treasurer since 1993 and as Senior Vice President, Business, since January 1999. From March 1996 through January 1999, Mr. Schubele served as Director of both Seattle Operations and Western Region Operations. From 1991 through 1995, he served as Director of Engineering. Prior to that, he was a member of our technical staff from 1987 through 1990. He has also served as Treasurer of our subsidiaries, Dynacs Technical Services, Inc. since its formation in August 1998, Dynacs Digital Services, Inc., since its formation in July 1998, and Cerulean FXs, Inc., since its formation in April 1999. Mr. Schubele graduated with honors from Oklahoma State University in 1980 with a BS in Mechanical and Aerospace Engineering. He is a senior member of the American Institute of Aeronautics and Astronautics and has numerous publications, papers and conference presentations. JAYANT RAMAKRISHNAN. Dr. Ramakrishnan has served as our Senior Vice President, Engineering, since February 1999. Prior to that, he served as Director of Houston Operations from July 1992 through February 1999. Dr. Ramakrishnan received a Bachelors Degree in Mechanical Engineering from the University of Madras in 1981, and Masters and Doctoral degrees in Mechanical Engineering from the University of Missouri-Rolla in 1983 and 1987, respectively. JAVIER E. BENAVENTE. Mr. Benavente has been serving as Dynacs' Senior Vice President, Corporate Business Development, since January 1999 and as President and a director of Dynacs Technical Services, Inc. since September 1998. From May 1997 through December 1998, Mr. Benavente served on the senior staff to the office of our President. From June 1995 through May 1997, he served as head of our Digital Media and Entertainment Division and from February 1993 through June 1995 he served as our General Manager. Mr. Benavente served as our Manager, European Operations, from January 1992 through February 1993. Prior to that he served as a Dynacs' engineer from May 1988 through January 1992. Mr. Benavente received his Bachelors Degree in Aeronautics and Astronautics in 1986, a Masters Degree in Astronautical Engineering from Purdue University in 1988 and a Masters in Engineering Management and Masters in Business Administration from the Florida Institute of Technology in 1990 and 1991, respectively. ROBERT RODRIGUEZ. Mr. Rodriguez has been our Chief Financial Officer since joining Dynacs in January 1998. Prior to that, he was a partner in the accounting firm of Doyle & Rodriguez, P.A. Mr. Rodriguez is a certified public accountant and a member of the American Institute of Certified Public Accountants. Mr. Rodriguez received his B.S./B.A. degree from the University of Florida in 1978 and an M.B.A. degree in accounting from the University of Tampa in 1981. PETER LIKINS. Dr. Likins has been nominated to serve as a director of Dynacs upon closing of this offering. He has been President of the University of Arizona since 1997 and before that he was president of Lehigh University for more than three years. He is a distinguished member of many national and international advisory committees, including the White House Advisory Committee on the Health of Universities. He has been a member of the Board of Directors of COMSAT, a satellite telecommunications company, since 1987; Consolidated Edison, a utility company; Parker-Hannifin, a global supplier of motion control systems and equipment; St. Luke's Hospital, a University Medical 60 63 Center; and Safeguard Scientifics, a software, communications and e-services technology company. He is an Advisory Council Member for Dynacs. Dr. Likins is a Fellow of the American Institute of Aeronautics and Astronautics and a member of the National Academy of Engineering. Dr. Likins received his Bachelors Degree in Civil Engineering, and a Ph.D. in Engineering Mechanics from Stanford University, and a Masters in Civil Engineering from MIT. MICHAEL R. BURNS. Mr. Burns has been nominated to serve as a director of Dynacs upon closing of this offering. Mr. Burns' appointment to the Board of Directors was made in connection with the acquisition of Cerulean Colorization, L.L.C. by Dynacs. Mr. Burns has been serving as a managing director and the head of the Los Angeles Investment Banking office of Prudential Securities Incorporated, a brokerage firm, specializing in the media and entertainment field, since 1991. Prior to joining Prudential Securities, Mr. Burns worked for Shearson Lehman Brothers, Inc. (now Salomon Smith Barney), a brokerage firm, for nine years. Mr. Burns co-founded, and currently serves as Co-Chairman of, the Hollywood Stock Exchange (www.hsx.com), a web start-up, Chairman of Novica.com, a web-based e-commerce site, and Chairman of Ignite Entertainment, a Los Angeles-based entertainment content company. Mr. Burns was a managing member of Cerulean Colorization, L.L.C., which we acquired in August 1999. Mr. Burns currently serves as a member of the Board of Directors of The Harvey Entertainment Company, a public company quoted on the Nasdaq National Market System (Symbol: HRVY) which owns and exploits a library of celebrated characters and other intellectual property assets and since March 2000, as the Vice Chairman of the Board of Directors of Lion's Gate Entertainment an independent film studio. MICHAEL G. BOLTON. Mr. Bolton has been nominated to serve as a director of Dynacs upon the closing of this offering. Mr. Bolton has been a managing director of PA Early Stage Partners, a private investment firm for early stage start-up companies, and Senior Vice President of Safeguard Scientifics, Inc., a software communications and e-services technology company, since September 1997. Prior to that, he served as the Vice President of Lehigh University from February 1972 to August 1997. Mr. Bolton holds a B.A. in economics and an M.B.A. from Lehigh University. ROBERT E. SKELTON. Dr. Skelton has been nominated to serve as a director of Dynacs upon closing of this offering. Dr. Skelton has served as president of Dynamic Systems Research Inc., a firm owned by him that provides engineering consulting services and seminars, since 1982. He has also been a Professor of Engineering with the Department of Applied Mechanics and Engineering Sciences at the University of California, San Diego, and the Director of its Structural Systems and Control Lab from 1997 to the present. From 1975 to 1997, Dr. Skelton was a Professor of Engineering at Purdue University. Prior to that, he served as an engineering consultant to Sperry Rand Co., an information technology and defense company, from 1965 through 1975. Dr. Skelton is one of Dynacs' co-founders. Dr. Skelton served as an adviser to NASA for its "Mission to Mars" project and for the Hubble Space Telescope. BOARD COMMITTEES Our board of directors has authorized creation of audit, compensation and stock option committees upon effectiveness of the registration statement of which this prospectus is a part. The audit committee will have responsibility for reviewing the results and scope of audits and other services provided by our auditors and oversight of our system of internal accounting and financial controls. Nominees to serve on the audit committee are Peter Likins, Michael G. Bolton and Robert E. Skelton. The compensation committee will have authority to review and recommend to the board of directors the cash compensation and other benefits to be provided to our executive officers. This committee will also have responsibility for general policies relating to compensation of our employees. 61 64 Nominees to serve on the compensation committee are Michael R. Burns, Michael G. Bolton and Peter Likins. The option committee will be responsible for approving or recommending option grants and administering our 1999 Long-Term Incentive Plan. Nominees to serve on the option committee are Michael R. Burns, Peter Likins and Ramendra P. Singh. DIRECTOR COMPENSATION Each non-employee director shall receive $8,000 per year plus $1,200 for each board meeting attended and shall be reimbursed for his reasonable out-of-pocket expenses incurred in attending meetings of the board of directors or of any committee thereof. Upon the consummation of this offering Dynacs shall grant Dr. Likins an option to purchase 38,931 shares of its common stock, to vest over a two-year period, at an exercise price equal to the initial offering price of the common stock per share. Upon the consummation of this offering Dynacs shall grant Dr. Skelton options to purchase 19,465 shares of its common stock to vest over a two-year period at an exercise price equal to the initial offering price of the common stock per share. Upon the consummation of this offering, the Company shall grant Mr. Bolton an option to purchase 4,866 shares of its common stock, to vest over a one-year period at an exercise price equal to the initial offering price of the common stock per share. EXECUTIVE COMPENSATION The following table sets forth the total compensation paid or accrued for the 1997 and 1998 fiscal years and for the twelve month period ended December 31, 1999 to Dynacs' Chief Executive Officer and the other executive officers of Dynacs whose annualized salary and bonus for 1999 exceeded a total of $100,000. SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION ------------------ ALL OTHER NAME POSITION YEAR SALARY BONUS COMPENSATION (1) - ---- ---------------------- ---- -------- ------- ---------------- Ramendra P. Singh............. Director, President 1999 $299,000 -0- $1,416 and Chief Executive 1998 260,000 -0- 1,152 Officer 1997 228,800 $60,000 1,152 Ravi Venugopal................ Senior Vice President 1999 $120,000 -0- $ 228 and Secretary 1998 97,136 -0- 190 1997 91,000 $5,000 174 Harry W. Schubele III......... Senior Vice President 1999 $120,000 -0- $ 308 and Treasurer 1998 98,800 -0- 301 1997 93,600 $5,000 181 Jayant Ramakrishnan........... Senior Vice President 1999 $120,000 -0- $ 308 1998 104,000 -0- 208 1997 101,000 $5,000 198 Javier E. Benavente........... Senior Vice President 1999 $120,000 -0- $ 308 1998 97,500 -0- 191 1997 91,000 $7,500 174
- ------------------------- (1) All other compensation consists of the imputed income associated with the group term life insurance premium for policy values in excess of $50,000. 62 65 OPTION GRANTS IN LAST FISCAL YEAR No options to purchase shares of common stock were granted to the named executive officers during the fiscal year ended September 30, 1999 and no options were exercised. The following table sets forth information regarding exercisable and unexercisable stock options held as of September 30, 1999 by Dynacs' Chief Executive Officer and all executive officers of Dynacs whose annualized salary and bonus for the twelve-month period ending December 31, 1999 exceeded a total of $100,000. There was no public trading market for our common stock as of December 31, 1999. Accordingly, the value of Dynacs options has been calculated by determining the difference between the exercise price per share and an assumed initial public offering price of $10.00 per share. AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT FISCAL YEAR-END(#) OPTIONS AT FISCAL YEAR-END($) NAME AND POSITION EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE - ----------------- ----------------------------- ----------------------------- Ramendra P. Singh, Director, 255,480/0 $2,549,690/$0 President and Chief Executive Officer
1999 LONG-TERM INCENTIVE PLAN GENERAL. In November 1999, our board of directors approved our 1999 Long-Term Incentive Plan. Pursuant to the plan, we may grant options intended to qualify as "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, non-qualified stock options, stock appreciation rights, restricted stock, deferred stock, stock purchase rights or other stock-based awards. See "Shares Eligible for Future Sale -- Stock Options." SHARES RESERVED FOR ISSUANCE. A total of 1,124,113 shares of common stock have been reserved for issuance under the plan. Appropriate adjustments in the aggregate number of shares subject to the plan will be made in the event of any recapitalization, dividend of stock or property other than cash, stock split, reclassification or other change in corporate structure affecting the common stock. As of December 31, 1999, options to purchase 306,577 shares of common stock have been reserved under the plan to holders of the Cerulean FX shares in connection with the acquisition of Cerulean Colorization, L.L.C. with Michael R. Burns having the right to receive options to purchase 204,385 shares of common stock. Also, Mr. Burns has the right to receive options to purchase 51,097 shares of common stock under the Plan upon the Company obtaining contracts for colorization services in an aggregate amount of $10.0 million no later than August 12, 2002. ELIGIBILITY. Our employees, officers and directors and those of our subsidiaries and affiliates who are responsible for or contribute to the management, growth and/or profitability of our businesses are eligible to be granted awards under the plan. Only our employees and those of our subsidiaries, however, are eligible to receive incentive stock options. ADMINISTRATION. Our stock option committee is authorized to administer the plan, including determining the individuals eligible for grants under the plan and the terms of grants. 63 66 We may grant any of the following, or any combination of the following, types of awards under the plan: STOCK OPTIONS. The stock option committee determines the terms and conditions of each incentive stock option and non-qualified stock option granted under the plan, subject to the following conditions: - the exercise price of a non-qualified stock option may be greater than 100.0% but not less than 85.0% of the fair market value of our common stock on the date of grant, no less than 100.0% in the case of an incentive stock option and 110.0% in the case of incentive stock options granted to an employee who, at the time of grant, owns more than 10.0% of our voting capital stock. - no option can be exercisable ten years after the date of grant and five years in the case of an employee who, at the time of grant, owns more than 10.0% of our voting capital stock. - incentive stock options will be treated as non-qualified stock options to the extent that the aggregate market value of the underlying common stock for the first time during any calendar year exceeds $100,000. STOCK APPRECIATION RIGHTS. A stock appreciation right is the right to surrender to us all or a portion of a stock option in exchange for an amount of cash or common stock at the discretion of the option committee equal to the difference between: - the fair market value, as of the date any part of a stock option is surrendered, of the shares of common stock underlying any part of a stock option, subject to pricing provisions, and - the aggregate exercise price of any part of a stock option. A stock appreciation right granted with respect to a given stock option shall terminate and no longer be exercisable upon the termination or exercise of the related stock option, subject to provisions specified by the stock option committee. RESTRICTED STOCK. A restricted stock award entitles the holder to receive shares of common stock at the end of a restricted period determined by the stock option committee. During the restricted period, the holder is not permitted to sell, transfer, pledge or assign shares of restricted stock. The stock option committee may provide for the lapse of any restrictions in installments and may accelerate or waive any restriction in whole or in part, based on service, performance and other criteria as the stock option committee may determine. DEFERRED STOCK. A deferred stock award entitles the holder to receive shares of common stock at the end of a specified deferral period. The stock option committee shall determine, among other things, the duration of the period during which, and the conditions under which, receipt of the common stock will be deferred. OTHER STOCK-BASED AWARDS. We may also make other awards of common stock and other awards that are valued in whole or in part by reference to, or are otherwise based on, common stock, including performance shares, convertible preferred stock, convertible debentures, exchangeable securities and stock awards or options valued by reference to book value or our performance. EMPLOYMENT AGREEMENTS Upon the consummation of the offering, we will enter into an employment agreement with Ramendra P. Singh, to continue to serve as President and Chief Executive Officer of Dynacs, which provides for an initial term of three years commencing on the closing date of this offering at an initial base salary of $295,000, plus bonus payments as Dynacs' Compensation Committee may determine from time to time. Dr. Singh's employment agreement will also contain provisions that require 64 67 Dynacs to pay his salary through the full term if he is terminated without cause or if he terminates the agreement for "good reason" because of certain breaches by Dynacs. Upon termination of Dr. Singh's employment agreement by Dynacs without "cause" or by Dr. Singh for "good reason," Dr. Singh would be entitled to a cash payment equal to twelve months of his salary at his highest salary rate in effect during the twelve months immediately prior to termination. Dr. Singh's contract will also contain non-competition provisions that prohibit him from competing with us in the areas of information systems and aerospace/satellite systems and operations for U.S. Government agencies for a one-year period following the end of his contract or, if terminated for "cause," for a two-year period following the original term of his contract. Upon the consummation of the offering, we will also enter into employment agreements with each of Messrs. Ravi Venugopal, Harry W. Schubele III, Jayant Ramakrishnan and Javier E. Benavente to continue to serve as senior vice president of Dynacs for three years commencing on the date of this offering at base annual salaries of $150,000 each. Upon consummation of the offering, we will also enter into an employment agreement with Robert Rodriguez to continue to serve as Chief Financial Officer of Dynacs at a base annual salary of $100,000. Each executive's employment agreement will also provide that each such employee shall be eligible to receive bonus payments as Dynacs' Compensation Committee may determine from time to time. Each employment agreement will contain non-competition provisions that prohibit the employee from competing with Dynacs in the areas of information systems and aerospace/satellite systems and operations for U.S. Government agencies: (i) for a six-month period, if such employee is terminated without "cause" upon payment to such employee of six months salary as severance, and (ii) for a two year period if the employee is terminated with "cause" by Dynacs or if the employee terminates his employment other than for "good reason". If an executive's employment agreement is terminated by us for any reason other than for "cause," or long-term disability or if the executive terminates his employment for "good reason," then he shall be entitled to an additional cash payment equal to six months of his salary at his highest salary rate in effect during the twelve months prior to termination. 65 68 PRINCIPAL AND SELLING STOCKHOLDERS The following table sets forth the beneficial ownership of common stock by each person (or group of affiliated persons) known by Dynacs to beneficially own more than five percent of the outstanding shares of common stock, each director, director-nominee and named executive officer of Dynacs, and all officers, directors and director-nominees as a group without naming them and each selling stockholder as of July 14, 2000 and as adjusted to reflect the sale of 3,000,000 shares of common stock offered hereby. Except as indicated in the notes to the table, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
PERCENTAGE OF OUTSTANDING SHARES BENEFICIALLY OWNED(2) ------------------------------------------ SHARES OF AFTER OFFERING COMMON STOCK WITH BENEFICIALLY BEFORE AFTER OVER-ALLOTMENT NAME OF BENEFICIAL OWNER(1) OWNED(2) OFFERING(3) OFFERING(4) OPTION(5) - --------------------------- ------------ ----------- ----------- -------------- Ramendra P. Singh.................. 4,292,070(6)(7)(16) 52.8% 32.2% 30.1% Ravi Venugopal..................... 715,345(16) 9.1% 5.4% 4.8% Harry W. Schubele III.............. 255,480(16) 3.2% 1.9% 1.8% Jayant Ramakrishnan................ 255,480(8)(16) 3.2% 1.9% 1.8% Javier E. Benavente................ 235,850(9)(16) 3.0% 1.8% 1.6% Michael G. Bolton(10).............. 0 -- -- -- Michael R. Burns(10)............... 769,000(11) 9.5% 5.7% 5.5% Peter Likins(10)................... 510,961(16) 6.5% 3.8% 3.6% Robert E. Skelton(10).............. 638,700(16) 8.1% 4.8% 4.5% Ramesh Venugopal(12)............... 114,966(16) 1.5% * * Film Archive Finance Company, Inc.(13)......................... 1,090,000(14) -- 8.2% 7.9% All officers and directors as a group (9 persons)................ 7,672,886(15)(16) 92.1% 56.6% 53.8%
- ------------------------- * Less than 1.0% (1) Unless otherwise indicated, the address for each person listed below is c/o Dynacs Inc., 35111 U.S. Highway 19 North, Suite 300, Palm Harbor, FL 34684. (2) Includes shares which the beneficial owner has the right to acquire within 60 days from the date hereof. (3) Based on 7,873,901 shares outstanding, including 912,064 shares of common stock issuable upon the conversion of certain parties' equity interest in our subsidiary, Cerulean FXs, Inc. (4) Based on 13,347,765 shares to be outstanding upon the consummation of the offering, assuming that the underwriters do not exercise their over-allotment option, and including 912,064 shares of common stock issuable upon the automatic conversion of 4,000 shares of our subsidiary, Cerulean FXs, Inc., upon the consummation of this offering, 483,334 shares of common stock issuable upon the conversion of the Mezzanine Notes, 635,050 shares of common stock issuable upon the exercise of the warrants issued to the holders of the Mezzanine Notes, 1,100,000 shares that will be issued in connection with our acquisition of Sherman Grinberg Film Libraries, Inc., if completed, immediately after the consummation of this offering and 255,480 shares of common stock issuable upon the exercise of options at $.02 per share. 66 69 (5) Based on 13,797,765 shares to be outstanding upon the consummation of this offering, assuming that the underwriters exercise their over-allotment option to purchase 450,000 shares of common stock, and including 912,064 shares of common stock issuable upon the automatic conversion of 4,000 shares of our subsidiary, Cerulean FXs, Inc., upon the consummation of this offering, 483,334 shares of common stock issuable upon the conversion of the Mezzanine Notes, 635,050 shares of common stock issuable upon the exercise of the warrants issued to the holders of the Mezzanine Notes, 1,100,000 shares that will be issued in connection with our acquisition of Sherman Grinberg Film Libraries, Inc., if completed, immediately after the consummation of this offering and 255,480 shares of common stock issuable upon the exercise of options at $.02 per share. (6) Includes 255,480 shares of common stock issuable upon the exercise of options exercisable within 60 days from the date hereof. (7) Includes 395,629 shares of common stock held by Dr. Singh's wife and 379,571 shares of common stock held by trusts for the benefit of certain family members of Dr. Singh. (8) Includes 29,198 shares of common stock held by trusts for the benefit of certain family members of Mr. Ramakrishnan. (9) Includes 38,321 shares of common stock held by trusts for the benefit of certain family members of Mr. Benavente. (10) Messrs. Bolton, Burns, Likins and Skelton have agreed to serve as directors of Dynacs upon the consummation of this offering. (11) Includes 564,615 shares to be received by Mr. Burns upon the automatic conversion of his shares of Dynac's subsidiary, Cerulean FXs, Inc., pursuant to the terms of our acquisition of Cerulean Colorization, L.L.C. in August 1999. See "Certain Transactions -- Acquisition of Cerulean Colorization, L.L.C." Also includes 204,385 shares of common stock issuable upon the exercise of options exercisable within 60 days from the date hereof. (12) Within the past three years, Ramesh Venugopal has provided consulting services to Dynacs. (13) The address for this reporting person is 60 East 42nd Street, New York, New York 10165. (14) Consists of 1,085,000 shares of Dynacs common stock that will be issued to Film Archive Finance Company, Inc. in exchange for all of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc., a wholly-owned subsidiary of Film Archive Finance Company, Inc., and 5,000 shares of Dynacs common stock issuable to Film Archive Finance Company, Inc. in consideration for entering into a non-compete agreement upon the consummation of this offering. See "Certain Transactions -- Proposed Acquisition of the Sherman Grinberg Film Libraries." (15) Includes 564,615 shares to be received by Michael Burns upon the automatic conversion of his shares of Dynacs' subsidiary, Cerulean FXs, Inc., and 459,865 shares of common stock issuable upon the exercise of options exercisable within 60 days from the date hereof. (16) Of the 450,000 shares of Dynacs common stock issuable upon the exercise of the over-allotment option granted to the underwriters to cover over-allotments, if any, 250,000 shares are being offered by the selling stockholders. If the over-allotment option is exercised in full, Dr. Singh, our Director, President and Chief Executive Officer, will sell 133,726 shares, Mr. Ravi Venugopal, our Senior Vice President, Digital Media and Entertainment, and Secretary, will sell 51,600 shares, Mr. Schubele, our Senior Vice President, Business and Treasurer, will sell 8,208 shares, Mr. Ramakrishnan, our Senior Vice President, Information and Applied Technology, will sell 8,208 shares, Mr. Benavente, our Senior Vice President, Corporate Business Development, will sell 8,208 shares, Mr. Likins, a director-nominee, will sell 16,175 shares, Mr. Skelton, a director-nominee, will sell 20,250 shares and Mr. Ramesh Venugopal will sell 3,625 shares. 67 70 CERTAIN TRANSACTIONS ACQUISITION OF CERULEAN COLORIZATION, L.L.C. In August 1999, we acquired all of the membership interests in Cerulean Colorization, L.L.C. by issuing to its members 20.0%, or 4,000 shares, of the outstanding common stock of Cerulean FXs, Inc., a wholly-owned subsidiary of Dynacs. As the owner of 62.0% of the membership interests of Cerulean Colorization, L.L.C., Michael Burns received 2,480 of the 4,000 shares. The shares of common stock of Cerulean FXs held by the former members of Cerulean Colorization, L.L.C. will be automatically converted into 912,064 shares of Dynacs' common stock upon the consummation of this offering, unless the shares are sooner converted upon the exercise by the holders of conversion rights under certain circumstances. The number of shares of Dynacs' common stock which the holders of Cerulean FXs shares are entitled to receive is subject to adjustments for stock splits, stock dividends, recapitalizations. The holders of these shares have pre-emptive rights which terminate upon this offering. The former Cerulean interest holders are party to the registration rights agreement discussed below. In connection with our acquisition of the Cerulean interests, we have agreed to issue the following options upon the consummation of this offering: - options to purchase 204,385 shares of common stock to Mr. Michael Burns under our 1999 Long-Term Incentive Plan; - options to purchase 38,321 shares of common stock to Mr. Steven Strick under our 1999 Long-Term Incentive Plan; and - options to purchase 12,774 shares of common stock to Mr. Tracy Pearce under our 1999 Long-Term Incentive Plan. Also, Mr. Burns has the right to receive options to purchase 51,097 shares of common stock under our 1999 Long-Term Incentive Plan upon our obtaining contracts for colorization services no later than August 12, 2002 resulting in fees of an aggregate amount of no less than $10.0 million. As part of the acquisition of Cerulean, Dynacs agreed to lend Mr. Burns an aggregate of $600,000. Of this amount, Dynacs loaned him $300,000 in August 1999 and is obligated to lend him $150,000 in January 2000 and another $150,000 in January 2001. Of the $150,000 which Dynacs was obligated to loan Mr. Burns in January 2000, $100,000 was loaned to Mr. Burns on May 3, 2000, with the remaining $50,000 due upon the consummation of this offering. The note representing this indebtedness is non-recourse to Mr. Burns, bears interest at the rate of 5.7% per annum and matures in August 2004. The loans are secured by a pledge of all of Mr. Burns' stock in Cerulean FX (and in Dynacs' common stock issuable upon the conversion of the Cerulean FXs stock into 912,064 shares of common stock of Dynacs upon the effectiveness of this offering or at the election of the holders thereof). PROPOSED ACQUISITION OF THE SHERMAN GRINBERG FILM LIBRARIES We entered into a non-binding letter of intent to acquire the Sherman Grinberg Film Library. Pursuant to the letter of intent, dated May 16, 2000, with Film Archive Finance Company, Inc. we have agreed to purchase all of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. See "Business -- Digital Media and Entertainment Division -- Future Digital Media Projects -- Digital Content Development and Reformatting." The purchase price for the shares is $3.35 million, subject to increases based on: - The availability of commercially usable film footage in the two principal libraries in excess of 5.0 million linear feet and additional commercially usable film footage in any of the other libraries to be acquired; 68 71 - Certain minimum levels of gross revenues for 2001, 2002 and 2003 from the licensing or sale of footage as it presently exists in the libraries or as it may be colorized by us; and - Certain minimum levels of gross revenues for 2001, 2002, 2003 and 2004 from the sale or licensing of the libraries in all forms, including footage which has been re-edited or compiled by us or colorized by us. The maximum purchase price for the Grinberg shares is $10.85 million, payable in our common stock, based on the greater of the offering price of our common stock in this offering, or $10 per share. Of the number of shares of our common stock to be issued in consideration of the purchase price, $3.35 million worth of our common stock will be delivered to the Film Archive Finance Company, Inc. at closing and the remainder will be delivered into escrow, which will be released after applicable purchase price adjustments described above are made and will be subject to cancellation based on the Film Archives' indemnification obligations as described below. One half of the shares of Dynacs common stock to be delivered at the closing ($1.675 million) and one half of the stock to be delivered based upon available commercially usable footage ($1.5 million), along with all of the Dynacs common stock to be issued based upon gross revenues ($4.5 million) is subject to cancellation in the event Dynacs has indemnification claims against the Film Archive Finance Company, Inc. The Film Archive Finance Company, Inc. and one of its executive officers are also receiving an aggregate of $150,000 in shares of Dynacs common stock based on the greater of the offering price of our common stock in this offering or $10 per share for a three year covenant not to compete. The executive officer will also enter into a one year employment agreement with Dynacs pursuant to which the executive officer will be paid a base salary plus bonuses if the executive officer is able to bring to Dynacs additional corporate or film library acquisition opportunities which Dynacs elects to acquire. CERTAIN RELATIONSHIPS WITH RAMESH VENUGOPAL Ramesh Venugopal, is a businessman who conducts business in various countries in Southeast Asia, including Singapore and Indonesia, and is the brother of Ravi Venugopal, a Senior Vice President and the Secretary of Dynacs. Ramesh Venugopal has been party to several significant transactions with Dynacs as follows: - In January and February 1998, Ramesh Venugopal advanced to Dynacs loans aggregating $1.0 million, bearing interest at the rate of 11.25% per annum. This loan when made was originally unsecured. In May 1999, Dynacs and Mr. Venugopal consolidated the notes into a loan agreement for a principal amount of $1.0 million, bearing interest at the rate of 10.0% and without a maturity date. Dynacs secured the payment of the loan by a pledge of Dynacs' share of proceeds from the syndication of the colorized version of the TV series "I Dream of Jeannie." As of June 30, 2000, the outstanding balance under this loan agreement was $585,000. Dynacs intends to repay this amount from the net proceeds of this offering. - In October 1998, Ramesh Venugopal advised Dynacs in connection with the founding of its Batam, Indonesia facility. During the nine month period ended September 30, 1999, Dynacs paid Mr. Venugopal $1,206,000 in consideration for costs and services which he advanced on behalf of Dynacs in connection with the startup of this facility. - In August 1999, Dynacs issued 114,966 shares of common stock to Ramesh Venugopal in payment for his services in supervising the construction of the Batam, Indonesia facility and for managing it through December 31, 1999. 69 72 RELATED PARTY LOANS TO DYNACS Dynacs has borrowed funds from some of its officers, directors and principal stockholders of the company, as follows: - In September 1997, Ravi Venugopal, a Senior Vice President and stockholder of Dynacs, made a loan to Dynacs of $150,000 pursuant to a note bearing interest at a rate of 10.5% per annum, which Dynacs repaid in November 1998. - On October 6, 1997, Venugopal Srinivasan and Ranjini Srinivasan, the brother and sister-in-law of Ravi Venugopal, a Senior Vice President and the Secretary of Dynacs, loaned Dynacs $200,000 pursuant to a note bearing interest at the rate of 10.5% per annum for a period of 36 months. The outstanding balance as of June 30, 2000 was $25,000. Dynacs intends to repay this amount from the net proceeds of this offering. - On February 15, 1999, Mr. Srinivasan, loaned Dynacs an aggregate of $110,000 pursuant to a note, bearing interest at the rate of 12.0% per annum with an extended maturity of August 15, 2000. Dynacs intends to repay this amount from the net proceeds of this offering. - On February 23, 1999, Ravi Venugopal loaned Dynacs $248,000 pursuant to a note bearing interest at the rate of 12.0% per annum with an extended maturity of August 23, 2000. Dynacs intends to repay this amount from the net proceeds of this offering. - On March 30, 1999, Dr. Ramendra Singh, our President, Chief Executive Officer and a principal stockholder, loaned Dynacs $160,000 pursuant to a note bearing interest at the rate of 12.0% per annum with an extended maturity of September 30, 2000. Dynacs intends to repay this amount from the net proceeds of this offering. - On June 10, 1999, Dr. Peter Likins, a stockholder of Dynacs who has agreed to serve as a director upon effectiveness of this offering, loaned Dynacs $400,000 pursuant to a note bearing interest at the rate of 12.0% per annum and which matured on April 1, 2000. Dynacs paid off this note in April 2000 out of the proceeds of the Mezzanine Financings. - On June 10, 1999, Robert Skelton, a stockholder of Dynacs who has agreed to serve as a director upon the consummation of this offering, loaned Dynacs $200,000 pursuant to a note bearing interest at the rate of 12.0% per annum and which matured on April 1, 2000. Dynacs paid off this note in April 2000 out of the proceeds of the Mezzanine Financings. - On August 23, 1999, Anil Singh, Dr. Singh's nephew, loaned Dynacs $89,000 pursuant to a note bearing interest at 12.0% per annum with an extended maturity of August 23, 2000. Dynacs intends to repay this amount from the net proceeds of this offering. Dynacs has borrowed an aggregate of approximately $3,765,600 during the period of January 1997 through December 1999 from some of its officers, directors, principal stockholders and/or members of their immediate family. See "Principal Stockholders -- Certain Relationships with Ramesh Venugopal." SALE OF SHARES OF COMMON STOCK TO RAVI VENUGOPAL On January 25, 1999, Dynacs issued 459,866 shares of common stock to Ravi Venugopal for the aggregate consideration of $1,127,700. Of this amount, Mr. Venugopal paid $2,000 in cash and the balance of $1,125,700 by issuing to Dynacs a promissory note of Mr. Venugopal which is also secured by a pledge of these shares. This note bears interest at the prime rate per annum and matures on January 25, 2002. No interest or principal is due until maturity. 70 73 RELATIONSHIP WITH LENTZ & FAIR, P.A. The office building in Palm Harbor, Florida, which houses our corporate headquarters, is owned by Dynacs Properties, Inc., a company owned 50.0% by Dynacs and 50.0% by H. James Lentz, Esq., the owner of Lentz & Fair, P.A., a law firm. Dynacs entered into a lease agreement with Dynacs Properties, Inc. for the rental of office space. The lease arrangement between Dynacs and Dynacs Properties, Inc. was determined on an arms-length basis. Lentz & Fair has represented Dynacs in numerous legal matters, including the litigation with Juno Pix and New Line Productions described elsewhere in this prospectus. Lentz & Fair has been paid legal fees in an aggregate amount of $385,360 for six-month period ended March 31, 1999 and $382,773 for the nine-month period ended September 30, 1999. KEY MAN LIFE INSURANCE Dynacs is the beneficiary of key man life insurance policies on behalf of Ramendra P. Singh, Dynacs' Chief Executive Officer and President, and each of Javier E. Benavente, Jayant Ramakrishnan, Harry W. Schubele III and Ravi Venugopal, all of whom are Senior Vice Presidents of Dynacs, and Robert Rodriguez, the Chief Financial Officer of Dynacs. In the event of Dr. Singh's death or disability, Dynacs will receive $1.0 million. In the event of the death or disability of any of Messrs. Benavente, Ramakrishnan, Schubele, Venugopal or Rodriguez, Dynacs will receive $250,000. REGISTRATION RIGHTS AGREEMENT All stockholders of Dynacs at August 31, 1999, together with the former holders of Cerulean Colorization, L.L.C. holding shares of common stock of Cerulean FXs, Inc., are party to a registration rights agreement which provides that if Dynacs proposes to register any of its securities under the Securities Act, either for its own account or the account of any of its security holders, the parties to this agreement are entitled to include their registrable shares in such registration. However, in the event of a registration pursuant to an underwritten public offering of common stock, the underwriters have the right to limit the number of shares included in any registration. These rights terminate for a holder once the holder is authorized to sell all of its shares under Rule 144(k) under the Securities Act. OTHER MATTERS Dynacs believes that the foregoing transactions were in its best interest. The foregoing transactions were approved by Dynacs' board of directors. As a matter of policy, all future transactions between Dynacs and any of its officers, directors or principal stockholders will be approved by a majority of the independent and disinterested members of the board of directors. 71 74 DESCRIPTION OF SECURITIES Our authorized capital stock consists of 30,000,000 shares of stock, of which 25,000,000 shares are common stock, par value $.01 per share, and 5,000,000 shares are preferred stock, par value $.01 per share. The following summary description of Dynacs' capital stock, as of the closing of this offering, is not intended to be complete and is qualified by reference to the provisions of applicable law and to Dynacs' amended and restated certificate of incorporation and amended and restated by-laws filed as exhibits to the registration statement of which this prospectus is a part. COMMON STOCK Immediately prior to the consummation of this offering, there were 6,961,837 shares of common stock outstanding and held of record by 29 stockholders. Based upon the number of shares outstanding as of the consummation of this offering and giving effect to the conversion of shares held by the former members of Cerulean Colorization, L.L.C. into 912,064 shares of common stock and the issuance of the shares of common stock offered by Dynacs in this offering, there will be 13,347,765 shares of common stock outstanding upon the consummation of this offering, assuming no exercise of the underwriters' over-allotment option but including: - an aggregate of 1,100,000 shares of common stock that will be issued in connection with our acquisition of Sherman Film Libraries, Inc. upon the consummation of this offering (including 5,000 shares of common stock issuable to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc., and 10,000 shares of common stock issuable to an executive officer of Film Archive Finance Company, Inc., in consideration for entering into a non-compete agreement); - 483,334 shares issuable upon the conversion of the Mezzanine Notes; - 635,050 shares issuable upon the exercise of the warrants issued to the holders of the Mezzanine Notes; and - 255,480 shares of common stock issuable upon the exercise of options at $.02 per share. Holders of common stock are entitled to one vote per share for each share held of record on all matters submitted to a vote of stockholders and do not have cumulative voting rights. Directors are elected by a plurality of the votes of the shares present in person or by proxy at the meeting. The holders of common stock are entitled to receive ratably any lawful dividends as may be declared by the board of directors. However, all dividends are subject to preferences that may be applicable to the holders of any outstanding shares of preferred stock. In the event of a liquidation, dissolution or winding up of the affairs of Dynacs, whether voluntarily or involuntarily, the holders of common stock will be entitled to receive pro rata all of the remaining assets of Dynacs available for distribution to its stockholders. Any pro rata distribution would be subject to the rights of the holders of any outstanding shares of preferred stock. The common stock has no preemptive, redemption, conversion or subscription rights. The rights, powers, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that Dynacs may designate and issue in the future. Upon the closing of this offering, there will be no shares of preferred stock outstanding. PREFERRED STOCK Immediately prior to the consummation of this offering, there were no shares of preferred stock outstanding. The board of directors is authorized, subject to any limitations prescribed by Delaware law, without further stockholder approval, to issue from time to time up to an aggregate of 5,000,000 shares of preferred stock, in one or more series. The board of directors is also authorized, subject to 72 75 the limitations prescribed by Delaware law, to establish the number of shares to be included in each series and to fix the voting powers, preferences, qualifications and special or relative rights or privileges of each series. The board of directors is authorized to issue preferred stock with voting, conversion and other rights and preferences that could adversely affect the voting power or other rights of the holders of common stock. Dynacs has no current plans to issue any preferred stock. However, the issuance of preferred stock or of rights to purchase preferred stock could have the effect of making it more difficult for a third party to acquire, or of discouraging a third party from attempting to acquire, a majority of the outstanding common stock of Dynacs. MEZZANINE FINANCINGS MEZZANINE NOTES In order to finance our working capital deficits during the period November 1999 through March 2000, we conducted two offerings of Mezzanine Notes for an aggregate principal amount of $2.9 million. $1.0 million of the Mezzanine Notes were sold in "Mezzanine I" from November 1999 to January 2000 and the remaining $1.9 million were sold in "Mezzanine II" from February to March 2000. The Mezzanine Notes are unsecured and subordinate to our currently existing equipment financings, $4,000,000 line of credit with the First National Bank of Florida and certain indebtedness aggregating $585,000, and are guaranteed by Dr. Ramendra P. Singh, our Chief Executive Officer, President, director and a principal stockholder. The Mezzanine Notes bear interest at the initial rate of 8.0% per annum from the date of issuance until and including the 120th day from the date of issuance, and thereafter at the rate of 15.0% per annum and mature on the one year anniversary of the date of grant, if not converted prior to this date. Pursuant to the terms of the Mezzanine Notes, upon a "Liquidity Event," defined as the initial public offering of Dynacs' common stock and the sale of all or substantially all of the assets of Dynacs, a holder of a Mezzanine Note may convert such note into a number of shares of Dynacs' common stock equal to the outstanding principal and accrued and unpaid interest of the note divided by the conversion price. The conversion price of each Mezzanine Note is 60.0% of the initial public offering price of the common stock. Also, in the event we conduct a private offering of equity or equity-linked securities at any time during which the Mezzanine Notes are outstanding, resulting in aggregate proceeds of not less $2.0 million, we are obligated to either repay the outstanding principal amount and accrued and unpaid interest on the Mezzanine Notes or convert any Mezzanine Note, at the option of the holder, into the securities issued in the private financing. The holders of the Mezzanine Notes have unlimited piggyback registration rights with respect to the shares of common stock issuable upon the exercise of the warrants and issuable upon conversion of the notes and one demand registration right. WARRANTS Each initial holder of the Mezzanine Notes received five-year warrants to purchase 21,899 shares of our common stock for each $100,000 denomination of Mezzanine Notes purchased. We issued warrants to purchase an aggregate of 218,985 shares of common stock in Mezzanine I and 416,065 shares of common stock in Mezzanine II. The warrants are exercisable at a price equal to 70.0% of the initial public offering price of the common stock. The holders of the warrants have unlimited piggyback registration rights with respect to the shares of common stock they may purchase and one demand registration right. PLACEMENT AGENT WARRANTS We issued warrants to purchase an aggregate of 62,834 shares of common stock to H.C. Wainwright & Co., Inc., a representative of the underwriters of this offering, in consideration for 73 76 services rendered as placement agent of the Mezzanine Financings. Such warrants were issued on similar terms of the warrants issued to the Mezzanine Note holders. The warrants issued to H.C. Wainwright will be cancelled prior to this offering. REGISTRATION RIGHTS AGREEMENT All of the stockholders of Dynacs at March 28, 2000, together with the former holders of Cerulean Colorization, L.L.C. holding shares of common stock of Cerulean FXs, Inc., are party to a registration rights agreement dated August 13, 1999. This agreement is described in the section of this prospectus entitled "Certain Transactions -- Registration Rights Agreement." ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF DELAWARE LAW AND OUR CERTIFICATE OF INCORPORATION AND BYLAWS DELAWARE LAW. We are subject to Section 203 of the Delaware General Corporation Law regulating corporate takeovers. This section prevents Delaware corporations from engaging in some transactions, defined under the Delaware General Corporation Law as "business combinations," which include a merger or sale of more than 10.0% of the corporation's assets, with any "interested stockholder," or a stockholder who owns 15.0% or more of the corporation's outstanding voting stock, as well as affiliates and associates of any of these persons, for three years following the date of such stockholder became an "interested stockholder" unless: - the transaction in which the stockholder became an "interested stockholder" is approved by the board of directors prior to the date the "interested stockholder" attained this status; - upon consummation of the transaction that resulted in the stockholder's becoming an interested stockholder, the interested stockholder owned at least 85.0% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers; or - on or after the date of business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. OUR CERTIFICATE OF INCORPORATION AND BYLAWS. Provisions of our certificate of incorporation and bylaws, which will be in effect upon the closing of this offering may have the effect of deterring hostile takeovers or delaying changes in control or management of Dynacs. For example, the certificate of incorporation provides that stockholders are not entitled to cumulate their votes for the election of directors. The certificate of incorporation also authorizes undesignated preferred stock which makes it possible for the board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Dynacs. Our by-laws also authorize the board of directors to fill vacancies on the board and to increase the number of board members. In addition, our by-laws limit the ability of stockholders to raise matters or nominate persons to serve as members of the Board of Directors at a meeting of stockholders without giving advance notice, except with the unanimous consent of all stockholders entitled to vote at the meeting. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors. 74 77 LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS To the extent permitted under Delaware law, the certificate of incorporation limits the personal liability of our officers and directors to us or our stockholders for monetary damages for any breach of fiduciary duty as our officers and directors except for liability for: - any breach of the director's duty of loyalty to the corporation or its stockholders; - acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; - payments of dividends or approval of stock repurchases or redemptions that are prohibited by the Delaware General Corporation Law; or - any transaction from which the director derived an improper personal benefit. Under Delaware law, our directors have a fiduciary duty to us that is not eliminated by this provision of the certificate. This provision also does not affect the directors' responsibilities under any other laws, including federal securities laws. Our certificate of incorporation provides full indemnification of officers and directors by Dynacs to the fullest extent permitted by law. STOCK TRANSFER AGENT The transfer agent and registrar for the common stock is Continental Stock Transfer & Trust Company, New York, New York. SHARES ELIGIBLE FOR FUTURE SALE Prior to this offering, there has not been any public market for our common stock. We cannot predict the effect, if any, that market sales of shares of common stock or the availability of shares of common stock for sale will have on the prevailing market price of our common stock. Nevertheless, sales of substantial amounts of our common stock in the public market at any one period in time could adversely affect prevailing market prices of our common stock. Furthermore, since some shares of common stock will not be available for sale shortly after this offering because of the contractual and legal restrictions on resale described below, sales of substantial amounts of common stock in the public market at any one period in time after these restrictions lapse could adversely affect the prevailing market price and our ability to raise equity capital in the future on favorable terms, if at all. Upon completion of this offering, we will have outstanding an aggregate of 13,347,765 shares of our common stock, assuming the issuance of the following shares of common stock: - 912,064 shares of our common stock upon the automatic conversion of the equity interests of certain parties in our subsidiary, Cerulean FXs, Inc.; - 1,100,000 shares of our common stock in connection with our acquisition of the issued and outstanding capital stock of Sherman Grinberg Film Libraries, Inc. (including 5,000 shares of common stock issuable to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc., and 10,000 shares of common stock issuable to an executive officer of Film Archive Finance Company, Inc., in consideration for entering into a non-compete agreement); - 483,334 shares of our common stock upon the conversion of all of the Mezzanine Notes; - 635,050 shares of our common stock upon the exercise of all of the warrants issued in conjunction with the Mezzanine Notes; and - 255,480 shares of common stock issuable upon the exercise of options at $.02 per share. 75 78 Of these shares, the 3,000,000 shares of common stock sold in this offering will be freely tradable without restriction or further registration under the Securities Act and 10,347,765 shares will be deemed to be "restricted securities" as that term is defined in Rule 144 under the Securities Act. Of these shares, 6,961,837 shares could be sold pursuant to Rule 144 commencing 90 days after the effective date of this offering, subject to the restrictions of the lock-up agreements. The remaining 3,130,448 shares could be sold pursuant to Rule 144 commencing one year after the effective date of this offering. LOCK-UP AGREEMENTS Stockholders holding an aggregate of 11,207,158 shares of common stock, including securities exercisable, convertible or exchangeable into shares of common stock, including: - all of our officers and directors who hold shares of common stock or options to purchase shares of common stock; and - the holders of the Mezzanine Notes and Mezzanine Warrants issued in connection with the Mezzanine Financings have signed lock-up agreements with the underwriters under which they agreed not to transfer or dispose of, directly or indirectly, any shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock, for a period of 180 days after the date of this prospectus. Transfers or dispositions can be made sooner only with the prior written consent of H.C. Wainwright & Co., Inc. Upon expiration of the lock-up period, 180 days after the date of this prospectus, 11,207,158 shares of common stock, including securities exercisable, convertible or exchangeable into shares of common stock, will be available for resale to the public to the extent that Rule 144 is available. In addition, in connection with our proposed acquisition of Sherman Grinberg Film Libraries, Inc., 350,000 shares of common stock (including 5,000 shares of common stock issuable to Film Archive Finance Company, Inc., the parent company of Sherman Grinberg Film Libraries, Inc., and 10,000 shares of common stock issuable to an executive officer of Film Archive Finance Company, Inc., in consideration for entering into a non-compete agreement) will be subject to a lock-up agreement for a period of 12 months from the date of issuance. The remaining 750,000 shares of common stock issuable to Film Archive Finance Company, Inc. will be subject to a lock up agreement for a period of six months from the date of issuance. RULE 144 In general, pursuant to Rule 144 under the Securities Act as currently in effect, beginning 90 days after the date of this prospectus, provided that Dynacs is current in its reporting requirements, a person who has beneficially owned shares of our common stock for at least one year would be entitled to sell within any three-month period a number of shares that does not exceed the greater of: - 1.0% of the number of shares of common stock then outstanding; or - the average weekly trading volume of the common stock on Nasdaq during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about us. 76 79 RULE 144(k) Pursuant to Rule 144(k) under the Securities Act, a person who has not been one of our affiliates at any time during the three-months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, including the holding period of any prior owner who was a non-affiliate, is entitled to sell any shares without restrictions. RULE 701 In general, under Rule 701 of the Securities Act as currently in effect, any of our employees, consultants or advisors who purchases shares from us in connection with a compensatory stock plan or other written agreement is eligible to resell the shares 90 days after the effective date of this offering in reliance on Rule 144, but without compliance with various restrictions, including the one-year holding period, contained in Rule 144. At the request of the underwriters, shareholders who would otherwise be able to avail themselves of this provision to resell their shares have agreed to enter into the lock-up agreements described above for a period of 180 days from the consummation of this offering. REGISTRATION RIGHTS AGREEMENT All of the stockholders of Dynacs prior to this initial public offering, together with the former holders of Cerulean Colorization, L.L.C. holding shares of common stock of Cerulean FXs, Inc., are party to a registration rights agreement. This agreement provides that if Dynacs proposes to register any of its securities under the Securities Act, either for its own account or for the account of another security holder, the parties to this agreement are entitled to receive notice of the registration and to register their shares as part of the registration. The agreement also provides, however, that the underwriters of a public offering of Dynacs' common stock have the right to limit the number of shares registered by these stockholders. The registration rights of these stockholders terminate as to each stockholder at the time when Rule 144(k) promulgated under the Securities Act would permit the stockholder to sell all of its shares. Also, in connection with the Mezzanine Financings, we granted "piggyback" and demand registration rights to the holders of the Mezzanine Notes and Mezzanine Warrants with respect to the registration of the shares of common stock issued or issuable upon the conversion of the Mezzanine Notes and exercise of the Mezzanine Warrants. If during the five-year period commencing from the effective date of this offering, we propose to prepare and file a registration statement on a suitable form with the Securities and Exchange Commission, we are obligated to give at least 30 days notice to the holders of the Mezzanine Notes and Mezzanine Warrants and eligible underlying common stock and give them the opportunity to register their common stock in our registration statement, subject to customary reductions by the underwriter, if any. We are also obligated to prepare and file a registration statement with the Securities and Exchange Commission on one occasion in the event that the holders of a majority of the eligible shares of common stock issued or issuable upon the conversion of the Mezzanine Notes and exercise of the Mezzanine Warrants provide us with a written request to register their common stock. We would also be obligated to contact the other holders of the eligible shares and notify them of the registration request, and to include their shares, if requested. STOCK OPTIONS We intend to file a registration statement under the Securities Act covering 1,124,113 shares of common stock reserved for issuance under our 1999 Long-Term Incentive Plan. We expect to file this registration statement 120 days after the effective date of this offering, and we anticipate that it will become effective upon filing. Accordingly, shares registered under this registration statement should 77 80 be available for sale in the open market 120 days after the effective date of this offering, subject to vesting provisions of the plan, Rule 144 volume limitations that apply to our affiliates, and applicable lock-up agreements. Options to purchase an aggregate of 255,480 shares of common stock have been reserved under the plan to holders of the Cerulean FXs shares in connection with the acquisition of Cerulean Colorization, L.L.C. Options to purchase 204,385 of the 255,480 shares of common stock were reserved for Mr. Burns under the plan. Also, Mr. Burns has the right to receive options to purchase 51,097 shares of common stock under the plan upon the Company obtaining contracts for colorization services in an aggregate amount of $10.0 million no later than August 12, 2002. See "Management -- Executive Compensation." 78 81 UNDERWRITING Subject to the terms and conditions contained in the underwriting agreement, Dynacs has agreed to sell to each of the underwriters named below, and each of the underwriters, for which H.C. Wainwright & Co., Inc. and Roth Capital Partners, Inc. are acting as representatives, has severally, and not jointly, agreed to purchase the number of shares offered in this offering set forth opposite their respective names below.
NAME NUMBER OF SHARES - ---- ---------------- H.C. Wainwright & Co., Inc. ................................ Roth Capital Partners, Inc. ................................ --------- Total............................................. 3,000,000 =========
A copy of the underwriting agreement has been filed as an exhibit to this registration statement. The underwriters shall be obligated to purchase all of the shares (other than those covered by the underwriters' over-allotment option described below), if any are purchased. The representatives have advised us that the underwriters propose to offer the shares to the public at the initial public offering price on the cover page of this prospectus and that they may allow some dealers who are members of the NASD, and some foreign dealers, concessions not in excess of $ per share, of which amount a sum not in excess of $ per share may in turn be re-allowed by these dealers to other dealers who are members of the NASD and to some foreign dealers. After the commencement of this offering, the offering price, the concession to selected dealers, and the re-allowance to other dealers may be changed by the representatives. The representatives have informed us that they do not expect discretionary sales by the underwriters to exceed five percent of the shares offered by this prospectus. At the request of Dynacs, the underwriters have reserved at the initial public offering up to 300,000 shares of common stock for sale to employees, customers and other business associates of Dynacs. We have agreed to pay to the representatives an expense allowance on a non-accountable basis, equal to 1.0% of the gross proceeds derived from the sale of 3,000,000 shares offered in this offering, or 3,450,000 shares if the underwriters' over-allotment option is exercised in full. We paid an advance on this allowance in the amount of $25,000. OVER-ALLOTMENT OPTION. Eight selling stockholders, Ramendra P. Singh, Ravi Venugopal, Harry W. Schubele III, Jayant Ramakrishnan, Javier E. Benavente, Peter Likins, Robert E. Skelton and Ramesh Venugopal have granted to the underwriters an option, exercisable during the 45-day period after the date this offering is consummated, to purchase up to an aggregate of 250,000 outstanding shares of common stock, and we have granted to the underwriters an option to purchase up to 200,000 to cover over-allotments, if any, at the same price per share as we will receive for the 3,000,000 shares that the underwriters have agreed to purchase. To the extent that the underwriters exercise this option, each of the underwriters will have a firm commitment to purchase approximately the same percentage of these additional shares that the number of shares of common stock to be purchased by it shown in the above table represents as a percentage of the 3,000,000 shares offered by this prospectus. If purchased, the additional shares will be sold by the underwriters on the same terms as those on which the 3,000,000 shares are being sold. The selling stockholders will be obligated, under this option, to sell shares to the extent the option is exercised. In the event the over-allotment option is not exercised in full, the underwriters will exercise the option from the selling stockholders before exercising the option from us. The underwriters may exercise the option only to 79 82 cover over-allotments made in connection with the sale of the 3,000,000 shares of our common stock offered by this prospectus. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters. This information is presented assuming either no exercise or full exercise by the underwriters of their over-allotment option.
WITHOUT WITH OVER-ALLOTMENT OVER-ALLOTMENT PER SHARE OPTION OPTION --------- -------------- -------------- Assumed public offering price.................. $ $ $ Underwriting discounts and commissions....... Proceeds before expenses, to us.............. Proceeds before expenses to selling stockholders..............................
We have also agreed to sell to H.C. Wainwright & Co., Inc., as a representative of the underwriters, for nominal consideration, the representative's warrants to purchase up to 300,000 shares of common stock. The representative's warrants are exercisable for a period of four years commencing one year after the effective date of this prospectus at an exercise price per share equal to $12.00 (120.0% of the public offering price). The representative's warrants may not be sold, transferred, assigned, pledged, or hypothecated for a period of 12 months from the date of this prospectus, except to officers or partners of the representatives or members of the selling group. Dynacs has granted to H.C. Wainwright & Co., Inc. one demand registration right at Dynacs expense and one demand registration right at the holders' expense for a period of five years from the effective date of this offering and piggyback registration rights for a period of six years from the effective date of this offering with respect to registration under the Securities Act of the securities directly or indirectly issuable upon exercise of the representative's warrants. The representative's warrants contain anti-dilution provisions providing for adjustments of the exercise price and number of shares issuable on exercise of the representative's warrants, upon the occurrence of some events, including stock dividends, stock splits, and recapitalizations. The holders of the representative's warrants have no voting, dividend, or other rights as a stockholder with respect to shares of common stock underlying the representative's warrants, unless the representative's warrants shall have been exercised. In connection with this offering, we have granted H.C. Wainwright & Co., Inc. the right, for the five-year period commencing on the closing date of this offering, to appoint an observer to attend all meetings of our board of directors. This designee has the right to notice of all meetings of the board of directors and to receive reimbursement for all out-of-pocket expenses incurred to attend these meetings. In addition, the designee will be entitled to indemnification to the same extent as our directors. Each of our officers, directors, and stockholders, have entered into lock-up agreements under which we and they have agreed not to offer, assign, issue, sell, hypothecate, or otherwise dispose of any shares of common stock, securities of Dynacs convertible into, or exercisable or exchangeable for, shares of common stock, or shares of common stock received upon conversion, exercise, or exchange of these securities, to the public without the prior written consent of H.C. Wainwright & Co., Inc. for a period of at least 180 days after the date of this prospectus. H.C. Wainwright & Co., Inc. may, at any time and without notice, waive the terms of those lock-up agreements. Before this offering, there has been no public market for the common stock of Dynacs. The initial public offering price, negotiated between Dynacs and the representatives, is based upon Dynacs' financial and operating history and condition, its prospects, the prospects for the industry we are in and prevailing market conditions. 80 83 H.C. Wainwright & Co., Inc. received an aggregate of $240,000 in cash commissions and warrants to purchase 62,834 shares of common stock of Dynacs as placement agent in connection with the Mezzanine Financings. H.C. Wainwright & Co., Inc. was also reimbursed $9,000 for expenses related to the Mezzanine Financings. The warrants issued to H.C. Wainwright & Co., Inc. in connection with the Mezzanine Financings will be cancelled prior to this offering. On May 1, 2000, Dynacs entered into an agreement with H.C. Wainwright & Co., Inc. pursuant to which H.C. Wainwright & Co., Inc. is to act as Dynacs' exclusive financial advisor in connection with the evaluation of strategic and financial alternatives for Dynacs, including a merger, partnership, alliance, acquisition or other strategic transactions. Pursuant to the agreement, H.C. Wainwright & Co., Inc. shall receive in connection with the consummation of any transaction described above, a fee equal to 4.0% of the aggregate consideration paid by Dynacs with respect to the transaction up to $10.0 million, plus 3.0% of aggregate consideration with respect to the transaction between $10.0 million and $15.0 million, and 1.0% of aggregate consideration with respect to the transaction in excess of $15.0 million; provided, however, that H.C. Wainwright & Co., Inc. shall be entitled to a minimum fee of $350,000 in connection with the consummation of any transaction described above. In accordance with the terms of the agreement, Dynacs is obligated to pay H.C. Wainwright & Co., Inc. a fee of $350,000 in connection with the consummation of the acquisition of the shares of common stock of Sherman Grinberg Film Libraries, Inc., 25.0% of which may be paid in Dynacs common stock at the initial public offering price, upon the election of Dynacs. The agreement also provides that H.C. Wainwright & Co., Inc. is entitled to receive an advisory fee in connection with assisting Dynacs in negotiating a credit facility and/or acquisition facility, such fee equal to 1.75% of such credit or acquisition facility. Rules of the Securities and Exchange Commission may limit the ability of the underwriters to bid for or purchase shares before the distribution of the shares is completed. However, the underwriters may engage in the following activities in accordance with the rules: - STABILIZING TRANSACTIONS. The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of the shares, so long as stabilizing bids do not exceed a specified maximum. - OVER-ALLOTMENTS AND SYNDICATE COVERAGE TRANSACTIONS. The underwriters may create a short position in the shares by selling more shares than are set forth on the cover page of this prospectus. If a short position is created in connection with the offering, the representatives may engage in syndicate covering transactions by purchasing shares in the open market. The representatives may also elect to reduce any short position by exercising all or part of the over-allotment option. - PENALTY BIDS. If the representatives purchase shares in the open market in a stabilizing transaction or syndicate coverage transaction, they may reclaim a selling concession from the underwriters and selling group members who sold those shares as part of this offering. Stabilization and syndicate covering transactions may cause the price of the shares to be higher than it would be in the absence of such transactions. The imposition of a penalty bid might also have an effect on the price of the shares if it discourages resales of the shares. Neither we nor the underwriters make any representation or prediction as to the effect that the transactions described above may have on the price of the shares. These transactions may occur on the Nasdaq National Market, in the over-the-counter market or on any trading market. If such transactions are commenced, they may be discontinued without notice at any time. We have agreed to indemnify the underwriters against some liabilities, including civil liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make in this respect. 81 84 LEGAL MATTERS The validity of the common stock offered in this prospectus will be passed upon for Dynacs by Frankfurt, Garbus, Kurnit, Klein & Selz, P.C., New York, NY. Orrick, Herrington & Sutcliffe LLP, New York, NY is acting as counsel for the underwriters. EXPERTS On August 27, 1999, pursuant to the approval of the Board of Directors, Dynacs dismissed their prior independent accountants, Hoyman, Dobson & Company, P.A., upon completion of the audit of the financial statements as of and for the year ended December 31, 1997. The dismissal of Hoyman by the Company was not based on a disagreement nor did any of Hoyman's reports on the financial statements as of and for the year ended December 31, 1997 contain any adverse opinion or disclaimer of opinion nor were they qualified or modified as to uncertainty, audit scope or accounting principles. A copy of Hoyman's letter addressed to the SEC concurring with Dynacs' foregoing disclosure is filed as an exhibit to the registration statement of which this prospectus is a part. On August 27, 1999, Dynacs engaged Arthur Andersen LLP as their new independent certified public accountants. The consolidated financial statements included in this registration statement to the extent and for the periods indicated in their reports, have been audited by Arthur Andersen LLP, independent certified public accountants, and are included herein in reliance upon the authority of said firm as experts in giving said reports. The consolidated financial statements included in this registration statement to the extent and for the periods indicated in their report, have been audited by Hoyman Dobson and Co., independent certified public accountants, and are included herein in reliance upon the authority of said firm as experts in giving said report. The financial statements of Sherman Grinberg Film Libraries, Inc. included in this registration statement, of which this prospectus is a part, to the extent and for the period indicated in their report, have been audited by Yohalem, Gillman & Company, LLP, independent certified public accountants, and are included herein in reliance upon the authority of said firm as experts in giving said report. AVAILABLE INFORMATION Dynacs has filed with the Securities and Exchange Commission, a registration statement on Form S-1 (including the exhibits and schedules to the registration statement) under the Securities Act with respect to the shares to be sold in this offering. This prospectus does not contain all the information set forth in the registration statement. For further information with respect to Dynacs and the shares to be sold in this offering, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document referred to, are not necessarily complete, and in each instance reference is made to the copy of each contract, agreement or other document filed as an exhibit to the registration statement. Any reference to our web sites, www.dynacs.com and www.MarketYourMedia.com, in the registration statement, of which this prospectus constitutes a part, does not constitute incorporation by reference of the information contained therein. You may read and copy all or any portion of the registration statement or any reports, statements or other information Dynacs files at the Commission's public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the regional offices of the Commission located at Seven World Trade Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. You can request copies of these documents upon payment of a duplicating fee, by writing to the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. Dynacs' Commission filings, including the registration statement will also be available to you on the Commission's Internet site (http://www.sec.gov). 82 85 INDEX TO FINANCIAL STATEMENTS CONSOLIDATED FINANCIAL STATEMENTS OF DYNACS INC. AND SUBSIDIARIES: Report of Independent Certified Public Accountants -- Arthur Andersen LLP..................... F-2 Report of Independent Certified Public Accountants -- Hoyman, Dobson & Company, P.A........... F-3 Consolidated Balance Sheets............................... F-4 Consolidated Statements of Operations..................... F-5 Consolidated Statements of Stockholders' Equity and Comprehensive Income................................... F-6 Consolidated Statements of Cash Flows..................... F-7 Notes to Consolidated Financial Statements................ F-9 FINANCIAL STATEMENTS OF CERULEAN COLORIZATION, LLC Report of Independent Certified Public Accountants........ F-25 Balance Sheets............................................ F-26 Statement of Income and Members' Interest................. F-27 Statements of Cash Flows.................................. F-28 Notes to Financial Statements............................. F-29 FINANCIAL STATEMENTS OF SHERMAN GRINBERG FILM LIBRARIES, INC. Reports of Independent Certified Public Accountants -- Yohalem, Gillman & Company, LLP......... F-33 Balance Sheets............................................ F-34 Statements of Operations.................................. F-35 Statements of Changes in Stockholder's Equity............. F-36 Statements of Cash Flows.................................. F-37 Notes to Financial Statements............................. F-38 PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED): Pro Forma Consolidated Financial Statements............... F-44 Pro Forma Consolidated Balance Sheet...................... F-45 Pro Forma Consolidated Statements of Operations........... F-46 Notes to Pro Forma Consolidated Financial Statements...... F-48
F-1 86 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To Dynacs Inc. and Subsidiaries: We have audited the accompanying consolidated balance sheets of Dynacs Inc. (a Delaware corporation) and subsidiaries as of December 31, 1998, and September 30, 1999, and the related consolidated statements of operations, changes in stockholders' equity and comprehensive income and cash flows for the year ended December 31, 1998, and for the nine-month period ended September 30, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated statements of operations, changes in stockholders' equity and comprehensive income and cash flows of Dynacs Inc. and subsidiaries for the year ended December 31, 1997, were audited by other auditors whose report dated August 28, 1998, expressed an unqualified opinion on those statements. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above, present fairly, in all material respects, the financial position of Dynacs Inc. and subsidiaries as of December 31, 1998, and September 30, 1999, and the results of their operations and their cash flows for the year ended December 31, 1998, and the nine-month period ended September 30, 1999, in conformity with accounting principles generally accepted in the United States. Arthur Andersen LLP Tampa, Florida, January 21, 2000 (except with respect to the matters discussed in Note 15, as to which the date is May 16, 2000 and Notes 6 and 16, as to which the date is July 14, 2000) F-2 87 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To Dynacs Inc. and Subsidiaries We have audited the accompanying consolidated balance sheet of Dynacs Inc. (a Delaware corporation) and subsidiaries as of December 31, 1997, and the related consolidated statements of operations, changes in stockholders' equity and comprehensive income and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dynacs Inc. and subsidiaries as of December 31, 1997 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States. /s/ HOYMAN, DOBSON & COMPANY, P.A. Melbourne, Florida August 28, 1998 F-3 88 DYNACS INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
DECEMBER 31, SEPTEMBER 30, MARCH 31, 1998 1999 2000 ------------ ------------- ------------ (UNAUDITED) ASSETS CURRENT ASSETS: Cash and cash equivalents................................. $ 172,557 $ 1,094,790 $ -- Accounts receivable....................................... 6,022,961 5,765,434 5,745,964 Unbilled revenue.......................................... 2,054,154 749,195 1,314,138 Prepaid expenses.......................................... 208,698 91,531 365,975 Deferred tax assets....................................... 376,000 524,000 787,000 ----------- ----------- ----------- Total current assets............................... 8,834,370 8,224,950 8,213,077 PROPERTY AND EQUIPMENT, less accumulated depreciation of $982,218, $2,040,517 and $2,606,927 as of December 31, 1998, September 30, 1999, and March 31, 2000, respectively.............................................. 1,843,366 3,329,691 2,988,324 FILM LIBRARY AND PRODUCTION COSTS, less accumulated amortization of $122,581, $235,297 and $298,557 as of December 31, 1998, September 30, 1999, and March 31, 2000, respectively.............................................. 448,333 641,546 1,045,905 NOTES RECEIVABLE............................................ -- 905,000 765,558 DEFERRED TAX ASSET.......................................... -- 713,000 636,000 OTHER ASSETS................................................ 174,988 457,318 801,289 ----------- ----------- ----------- Total assets....................................... $11,301,057 $14,271,505 $14,450,153 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable.......................................... $ 3,320,776 $ 2,555,127 $ 2,151,579 Accrued expenses.......................................... 2,804,401 3,646,226 4,149,865 Line of credit borrowings................................. 2,473,564 3,226,135 2,026,693 Current portion of long-term debt......................... 957,766 2,676,733 3,754,174 ----------- ----------- ----------- Total current liabilities.......................... 9,556,507 12,104,221 12,082,311 ----------- ----------- ----------- LONG-TERM LIABILITIES: Long-term debt, less current portion...................... 664,070 473,012 111,940 Deferred tax liabilities.................................. 32,000 -- -- ----------- ----------- ----------- MINORITY INTEREST........................................... -- 393,452 393,452 ----------- ----------- ----------- COMMITMENTS AND CONTINGENCIES STOCKHOLDERS' EQUITY: Preferred stock, $.01 par value; 5,000,000 shares authorized, no shares issued or outstanding at December 31, 1998, September 30, 1999, or March 31, 2000......... -- -- -- Common stock, $.01 par value; 25,000,000 shares authorized, 6,387,005 shares issued and outstanding at December 31, 1998, and 6,961,837 shares issued and outstanding at September 30, 1999, and March 31, 2000... 63,870 69,618 69,618 Additional paid-in capital................................ (18,630) 2,959,136 3,858,136 Note receivable for common stock from a related party..... -- (1,125,700) (1,125,700) Accumulated other comprehensive (loss) income............. (6,996) (6,059) (119) Retained earnings (deficit)............................... 1,010,236 (596,175) (939,485) ----------- ----------- ----------- Total stockholders' equity......................... 1,048,480 1,300,820 1,862,450 ----------- ----------- ----------- Total liabilities and stockholders' equity......... $11,301,057 $14,271,505 $14,450,153 =========== =========== ===========
The accompanying notes are an integral part of these consolidated balance sheets. F-4 89 DYNACS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FOR THE FOR THE YEAR ENDED NINE-MONTH SIX-MONTH PERIOD ENDED DECEMBER 31, PERIOD ENDED MARCH 31, ------------------------- SEPTEMBER 30, ------------------------- 1997 1998 1999 1999 2000 ----------- ----------- ------------- ----------- ----------- (UNAUDITED) REVENUES: Information and applied technology..................... $26,068,005 $59,615,270 $53,896,828 $34,489,144 $35,708,540 Media and entertainment........... 892,834 1,331,416 1,398,257 1,439,743 902,902 ----------- ----------- ----------- ----------- ----------- Total revenues............ 26,960,839 60,946,686 55,295,085 35,928,887 36,611,442 ----------- ----------- ----------- ----------- ----------- COST OF REVENUES: Information and applied technology..................... 22,980,525 56,211,548 51,233,756 32,803,430 31,798,637 Media and entertainment........... 1,007,667 1,817,647 3,063,995 1,677,765 1,722,728 ----------- ----------- ----------- ----------- ----------- Total cost of revenues.... 23,988,192 58,029,195 54,297,751 34,481,195 33,521,365 ----------- ----------- ----------- ----------- ----------- GROSS PROFIT........................ 2,972,647 2,917,491 997,334 1,447,692 3,090,077 GENERAL AND ADMINISTRATIVE EXPENSES.......................... 2,480,825 2,639,986 3,444,599 1,950,302 3,052,803 ----------- ----------- ----------- ----------- ----------- OPERATING INCOME (LOSS)............. 491,822 277,505 (2,447,265) (502,610) 37,274 INTEREST EXPENSE, net............... 46,522 204,450 491,279 223,704 543,361 LOSS ON EQUITY METHOD INVESTMENT.... 3,196 67,039 27,867 26,049 23,223 ----------- ----------- ----------- ----------- ----------- INCOME (LOSS) BEFORE INCOME TAXES... 442,104 6,016 (2,966,411) (752,363) (529,310) INCOME TAX (PROVISION) BENEFIT...... (178,571) 35,000 1,360,000 374,699 186,000 ----------- ----------- ----------- ----------- ----------- NET INCOME (LOSS)................... $ 263,533 $ 41,016 $(1,606,411) $ (377,664) $ (343,310) =========== =========== =========== =========== =========== DILUTED NET INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE....... $ .03 $ .00 $ (.23) $ (.06) $ (.05) =========== =========== =========== =========== =========== DILUTED WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES.......... 10,219,209 10,219,209 6,859,644 6,804,290 6,961,837 =========== =========== =========== =========== =========== BASIC NET INCOME (LOSS) PER COMMON SHARE............................. $ .04 $ .01 $ (.23) $ (.06) $ (.05) =========== =========== =========== =========== =========== BASIC WEIGHTED AVERAGE COMMON SHARES............................ 6,387,005 6,387,005 6,859,644 6,804,290 6,961,837 =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated statements. F-5 90 DYNACS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1998, THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 1999, AND THE SIX-MONTH PERIOD ENDED MARCH 31, 2000 (UNAUDITED)
NOTES RECEIVABLE ACCUMULATED COMMON STOCK ADDITIONAL RETAINED FOR COMPREHENSIVE OTHER ------------------- PAID-IN EARNINGS COMMON (LOSS) COMPREHENSIVE SHARES AMOUNT CAPITAL (DEFICIT) STOCK INCOME LOSS --------- ------- ---------- ----------- ----------- ------------- ------------- BALANCE, December 31, 1997...................... 6,387,005 $63,870 $ (18,630) $ 969,220 $ -- $ -- $ -- Foreign currency translation adjustment.............. -- -- -- -- -- (6,996) (6,996) Net income................ -- -- -- 41,016 -- 41,016 -- --------- ------- ---------- ----------- ----------- ----------- ------- COMPREHENSIVE NET INCOME.... $ 34,020 =========== BALANCE, December 31, 1998...................... 6,387,005 63,870 (18,630) 1,010,236 -- (6,996) Issuance of common stock to a related party...... 459,866 4,599 1,123,101 -- (1,125,700) -- Issuance of common stock in Cerulean acquisition............. -- -- 1,573,810 -- -- -- Issuance of common stock for consulting services................ 114,966 1,149 280,855 -- -- -- Net loss.................. -- -- -- (1,606,411) -- $(1,606,411) -- Foreign currency translation adjustment.............. -- -- -- -- -- 937 937 --------- ------- ---------- ----------- ----------- ----------- ------- COMPREHENSIVE NET LOSS...... $(1,605,474) =========== BALANCE, September 30, 1999...................... 6,961,837 69,618 2,959,136 (596,175) (1,125,700) (6,059) Issuance of warrants (unaudited)............. -- -- 899,000 -- -- -- Net loss (unaudited)...... -- -- -- (343,310) -- $ (343,310) -- Foreign currency translation adjustment (unaudited)............. -- -- -- -- -- 5,940 5,940 --------- ------- ---------- ----------- ----------- ----------- ------- COMPREHENSIVE NET LOSS (UNAUDITED)............... $ (337,370) =========== BALANCE, March 31, 2000 (unaudited)............... 6,961,837 $69,618 $3,858,136 $ (939,485) $(1,125,700) $ (119) ========= ======= ========== =========== =========== ======= TOTAL STOCKHOLDERS' EQUITY ------------- BALANCE, December 31, 1997...................... $1,014,460 Foreign currency translation adjustment.............. (6,996) Net income................ 41,016 ---------- COMPREHENSIVE NET INCOME.... BALANCE, December 31, 1998...................... 1,048,480 Issuance of common stock to a related party...... 2,000 Issuance of common stock in Cerulean acquisition............. 1,573,810 Issuance of common stock for consulting services................ 282,004 Net loss.................. (1,606,411) Foreign currency translation adjustment.............. 937 ---------- COMPREHENSIVE NET LOSS...... BALANCE, September 30, 1999...................... 1,300,820 Issuance of warrants (unaudited)............. 899,000 Net loss (unaudited)...... (343,310) Foreign currency translation adjustment (unaudited)............. 5,940 ---------- COMPREHENSIVE NET LOSS (UNAUDITED)............... BALANCE, March 31, 2000 (unaudited)............... $1,862,450 ==========
The accompanying notes are an integral part of these consolidated statements. F-6 91 DYNACS INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE FOR THE FOR THE SIX-MONTH YEAR ENDED NINE-MONTH PERIOD ENDED DECEMBER 31, PERIOD ENDED MARCH 31, ------------------------- SEPTEMBER 30, ------------------------- 1997 1998 1999 1999 2000 ----------- ----------- ------------- ----------- ----------- (UNAUDITED) CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss)............................... $ 263,533 $ 41,016 $(1,606,411) $ (377,664) $ (343,310) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities- Consulting services paid by issuance of common stock....................................... -- -- 282,004 -- -- Depreciation and amortization................. 210,650 729,678 1,178,192 554,762 679,375 Loss on equity method investment.............. 3,196 67,039 27,867 26,049 23,223 Deferred tax benefit.......................... 44,000 (388,000) (893,000) (496,399) (186,000) Changes in operating assets and liabilities- Accounts receivable......................... (1,533,315) (3,096,787) 307,694 (639,248) 19,470 Prepaid expenses............................ (111,752) (91,133) 126,507 113,218 (274,444) Unbilled revenue............................ (307,308) (1,402,191) 1,304,959 (404,789) (564,943) Other assets................................ 32,724 60,936 (192,645) (12,498) (351,900) Accounts payable............................ 641,376 2,226,933 (1,045,895) (2,544,994) (403,548) Accrued expenses............................ 769,419 1,019,915 841,825 134,732 503,639 ----------- ----------- ----------- ----------- ----------- Net cash provided by (used in) operating activities............................. 12,523 (832,594) 331,097 (3,646,831) (898,438) ----------- ----------- ----------- ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Notes receivable................................ -- -- (300,000) -- 139,442 Proceeds from sale of marketable securities..... 14,704 -- -- -- -- Loans to related parties........................ (89,592) -- -- -- -- Contributions to Dynacs Properties.............. -- (230,792) (106,172) (175,776) (65,000) Film production costs........................... -- (570,916) (93,964) (570,916) (467,619) Purchases of property and equipment............. (858,975) (1,337,950) (1,250,827) (687,008) (225,042) Cash acquired in connection with Cerulean acquisition................................... -- -- 194,059 -- -- ----------- ----------- ----------- ----------- ----------- Net cash used in investing activities.... (933,863) (2,139,658) (1,556,904) (1,433,700) (618,219) ----------- ----------- ----------- ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (payments) on line of credit..... 562,835 1,423,729 752,571 2,008,361 (1,199,442) Proceeds from issuance of long-term debt........ 350,000 1,400,000 1,887,395 1,251,071 2,218,077 Issuance of common stock........................ -- -- 2,000 2,000 -- Issuance of stock warrants...................... -- -- -- -- 899,000 Payment on long-term debt....................... (25,177) (217,839) (494,863) (1,357,156) (1,501,708) ----------- ----------- ----------- ----------- ----------- Net cash provided by (used in) financing activities............................. 887,658 2,605,890 2,147,103 1,904,276 415,927 ----------- ----------- ----------- ----------- ----------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS..................................... (33,682) (366,362) 921,296 (3,176,255) (1,100,730) EFFECT OF EXCHANGE RATES ON CASH AND CASH EQUIVALENTS..................................... -- (6,996) 937 (6,995) 5,940
F-7 92
FOR THE FOR THE FOR THE SIX-MONTH YEAR ENDED NINE-MONTH PERIOD ENDED DECEMBER 31, PERIOD ENDED MARCH 31, ------------------------- SEPTEMBER 30, ------------------------- 1997 1998 1999 1999 2000 ----------- ----------- ------------- ----------- ----------- (UNAUDITED) CASH AND CASH EQUIVALENTS, beginning of period.... 579,597 545,915 172,557 3,298,450 1,094,790 ----------- ----------- ----------- ----------- ----------- CASH AND CASH EQUIVALENTS, end of period.......... $ 545,915 $ 172,557 $ 1,094,790 $ 115,200 $ -- =========== =========== =========== =========== =========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for- Interest...................................... $ 48,543 $ 214,432 $ 492,584 $ 223,704 $ 397,403 Income taxes.................................. $ 59,738 $ 296,979 $ 88,000 $ -- $ -- SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES: Acquisition of Cerulean for issuance of common stock as follows- Cash.......................................... $ -- $ -- $ 194,059 $ -- $ -- Accounts receivable........................... -- -- 50,167 -- -- Prepaids...................................... -- -- 9,340 -- -- Notes receivable.............................. -- -- 605,000 -- -- Other assets.................................. -- -- 11,380 -- -- Plant, property and equipment................. -- -- 1,300,974 -- -- Film library.................................. -- -- 211,965 -- -- Accounts payable.............................. -- -- (280,246) -- -- Notes payable................................. -- -- (135,377) -- -- Minority interest............................. -- -- (393,452) -- -- ----------- ----------- ----------- ----------- ----------- $ -- $ -- $ 1,573,810 $ -- $ -- =========== =========== =========== =========== =========== Common stock issued to a related party in exchange for notes receivable................. $ -- $ -- $ 1,125,700 $ -- $ -- =========== =========== =========== =========== ===========
The accompanying notes are an integral part of these consolidated statements. F-8 93 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1997 AND 1998, AND SEPTEMBER 30, 1999 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: BUSINESS Dynacs Inc. (Dynacs) and its wholly-owned subsidiaries (collectively, the Company) are engaged in engineering and research services for both commercial and governmental entities, primarily in the aerospace industry. Beginning in 1996, the Company also became engaged in the colorization of motion picture films. The Company is headquartered in Florida with locations in India, Indonesia and throughout the United States. The Company's revenues are primarily from engineering contracts and sales from colorization of film footage and other media throughout the United States. As a government contractor, the Company is subject to compliance with Federal Acquisition Regulations (FAR). The FAR requires, among other things, various audits be performed by the Defense Contract Audit Agency, including annual audits of the Company's financial records via indirect cost submissions. The Company has been found to be in compliance for all fiscal years in which an audit has been completed. The Company believes it is in compliance with FAR requirements for all subsequent years. LIQUIDITY The Company's financial statements have been prepared on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company experienced a significant operating loss during the nine-month period ended September 30, 1999, largely attributable to its continuing start-up costs and investments in the colorization segment (see Note 14). The Company has funded these costs and investments primarily through additional borrowings, and, subsequent to September 30, 1999, the Company has continued to obtain additional financing to cover its working capital needs (see Note 16). The Company believes that this financing and anticipated funds from future operations will be sufficient to satisfy the Company's projected working capital and capital expenditure needs through at least September 30, 2000. CHANGE IN FISCAL YEAR-END Effective September 30, 1999, the Company changed its year-end from December 31 to September 30. The accompanying consolidated statements of operations, changes in stockholders' equity and cash flows are presented for the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999. For comparative purposes only, the following table presents the condensed results of operations (unaudited) for the nine-month period ended September 30, 1998. In the opinion of management, all adjustments necessary to fairly present these results of operations have been properly recorded:
AMOUNT ----------- (UNAUDITED) Total revenues.......................................... $42,791,452 Costs and expenses...................................... 42,205,345 Income before income taxes.............................. 586,107 Provision for income taxes.............................. (244,000) Net income.............................................. 342,107 Basic net earnings per share............................ .05 Diluted net earnings per share.......................... .03
F-9 94 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) ACQUISITION During 1999, the Company established Cerulean FXs, Inc., a wholly-owned subsidiary (Cerulean). On August 13, 1999, Cerulean FXs, Inc. acquired all of the membership interests in Cerulean Colorization LLC and issued to its members (the Cerulean Members) 20 percent of the shares of Cerulean. The shares issued in the exchange were valued at $1,967,262 and are exchangeable at the option of the Cerulean Members into 912,064 shares of Dynacs common stock, upon certain events or automatically convert upon the Company's registration statement being declared effective by the Securities and Exchange Commission (SEC). The accompanying consolidated financial statements reflect the acquisition under the purchase method of accounting and include the results of operations from August 13, 1999. The purchase price was allocated to the assets acquired and liabilities assumed based on their fair values as of the date of acquisition and are summarized as follows:
AMOUNT ---------- Cash and cash equivalents................................ $ 194,059 Accounts receivable...................................... 50,167 Prepaid expenses......................................... 9,340 Notes receivable......................................... 605,000 Other assets............................................. 11,380 Property, plant and equipment............................ 1,300,974 Film library and production costs........................ 211,965 Accounts payable......................................... (280,246) Notes payable............................................ (135,377) ---------- 1,967,262 Less- Minority interest.................................. (393,452) ---------- $1,573,810 ==========
F-10 95 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) The following unaudited pro forma information is presented assuming the acquisition of Cerulean had occurred as of the beginning of the periods presented:
NINE-MONTH PERIOD YEAR ENDED ENDED DECEMBER 31, SEPTEMBER 1998 30, 1999 ------------ ----------- (UNAUDITED) (UNAUDITED) Revenue........................................... $63,127,398 $56,846,657 Operating Income (Loss)........................... 339,401 (1,410,721) Net Income (Loss)................................. 131,705 (568,492) Diluted EPS....................................... .01 (.07)
In addition, in conjunction with the acquisition, the Company reserved 306,577 stock options as contingent consideration, of which an aggregate of 255,480 will be granted to Cerulean Members upon the first stock option grant under the 1999 Long Term Incentive Plan (see Note 12), and 51,097 will be granted to one of the Cerulean Members, if, within three years from the date of the agreement, certain performance goals, as defined, are met. CONSOLIDATION POLICY The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Cerulean, Dynacs Engineering Company (India), Ltd., Dynacs Digital Studios (India) PVT. Ltd. and PT Dynacs Digital Studios (Indonesia). All significant intercompany transactions and balances have been eliminated in consolidation. The Company's investment in Dynacs Properties, Inc. (DPI), a nonmajority-owned company, is accounted for using the equity method. The Company owns a 50 percent interest in DPI. The investment is included in other assets in the accompanying consolidated financial statements. CASH AND CASH EQUIVALENTS The Company considers all highly liquid debt instruments with original maturities of three months or less to be cash equivalents. ACCOUNTS RECEIVABLE The majority of the Company's accounts receivable are due on demand from contracts and subcontracts with various United States Government agencies and its contractors. Therefore, the Company considers these accounts receivable to be fully collectible and, accordingly, no allowance has been provided. The Company periodically assesses the collectibility of commercial accounts receivable. As of December 31, 1998, and September 30, 1999, the Company believes the commercial accounts receivable are fully collectible and, accordingly, no allowance has been provided. F-11 96 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) PROPERTY AND EQUIPMENT Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Repair and maintenance costs which do not extend the useful lives of the assets are expensed as incurred. The Company is required to review its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Based upon its most recent analysis, the Company believes that no material impairment of its long-lived assets exists at December 31, 1998 or September 30, 1999. FILM LIBRARY AND PRODUCTION COSTS Film library and production costs consist primarily of film libraries acquired and direct labor and overhead costs specifically associated with the colorization of motion picture films. Amortization is computed based on the individual-film-forecast computation method, which measures the ratio of current-year revenues to estimated total revenues. Amortization expense for the year ended December 31, 1998, and the nine-month period ended September 30, 1999, was approximately $123,000 and $112,000, respectively. There was no amortization expense for the year ended December 31, 1997. INCOME TAXES The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns. Deferred tax assets and liabilities are measured by applying enacted statutory tax rates applicable to the future years in which the related deferred tax assets or liabilities are expected to be settled or realized. Income tax provision consists of the taxes payable for the current period and the change during the period in deferred tax assets and liabilities. FOREIGN CURRENCY TRANSLATION ADJUSTMENT Foreign currency translation adjustments arise primarily from activities of the Company's international operations. Results of operations are translated using the average exchange rates during the period, while assets and liabilities are translated into U.S. dollars using current rates. Resulting foreign currency translation adjustments are recorded in stockholders' equity. REVENUE RECOGNITION The Company has entered into long-term cost-reimbursable and time and materials government contracts. The cost-reimbursable contracts provide for the Company to be reimbursed for allowable incurred costs plus a fee based on performance measures of quality, timeliness, ingenuity and cost-effectiveness. Revenues from the reimbursement of incurred costs and the performance award fee are recognized under the percentage of completion method. The Company assesses the status of the performance fee on a periodic basis and any necessary revisions are made prospectively. Contract costs include all direct material and labor costs and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Under time and materials contracts, the Company is paid a fixed hourly rate for direct labor hours expended and reimbursed for direct expenses F-12 97 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) plus applied indirect, general and administrative expenses. Revenues are recognized as the direct labor hours and direct expenses are incurred. Revenues from media and entertainment are derived from two contract types, work for hire and royalties. Work for hire consists of long-term contracts in which the Company receives a fee based on the number of minutes of film to be colorized. Revenues from work for hire contracts are recognized under the percentage of completion method. Contract costs include direct labor and overhead costs specifically related to the production activities. Royalties contracts include the sales of exhibition rights for films included in the Company's film library. Revenue is recognized on these contracts when all of the following conditions have been met: 1) the royalty fee for each film is known; 2) the cost of each film is known or reasonably determinable; 3) collectibility of the full royalty fee is reasonably assured; 4) the film has been accepted by the licensee in accordance with the conditions of the contract; and 5) the film is available for its first showing or telecast. Once all of these conditions are met, the Company recognizes revenue at the time the licensee is able to exercise the rights under the contract. Professional services performed and reimbursable costs incurred on contracts, which have been authorized but not billed, are classified as unbilled revenue. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates made by the Company include: revenue for performance awards, percentage of completion of long-term contracts, amortization of film library and production costs based on total expected revenues and impact of audits of federal government contracts. NET INCOME PER COMMON SHARE Basic net income (loss) per common share was determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted net income (loss) per common and common equivalent share was determined by dividing net income by the weighted average number of shares of common stock outstanding and dilutive common equivalent shares from stock options and stock warrants, using the treasury stock method. CONCENTRATION OF CREDIT RISK Financial instruments which potentially expose the Company to concentration of credit risk consist primarily of accounts receivable. During the year ended December 31, 1998, and nine-month period ended September 30, 1999, the Company generated 97 percent and 88 percent, respectively, of its revenues from three major customers, for services provided as a prime contractor or subcontractor to agencies of the federal government. Funding for these projects results from budget appropriations by the United States Congress. F-13 98 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amounts of the Company's financial instruments as of December 31, 1998, and September 30, 1999, approximate fair value. RECLASSIFICATIONS Certain reclassifications have been made to the December 31, 1997 and 1998, financial statements to conform with the September 30, 1999, presentation. INTERIM FINANCIAL INFORMATION As is normal and customary, the interim financial statements as of March 31, 2000, and for the six-month periods ended March 31, 1999 and 2000, are unaudited, and certain information normally included in financial statements prepared in accordance with generally accepted accounting principles has not been included herein. In the opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows with respect to the interim financial statements have been properly included. Due to seasonality and other factors, the results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. 2. ACCOUNTS RECEIVABLE: Accounts receivable consisted of the following as of December 31, 1998, and September 30, 1999:
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- U.S. Government agencies and prime contractors, including retainage of $50,000.................. $5,477,670 $5,281,507 Commercial customers.............................. 27,169 281,927 Medical insurance reimbursement................... 518,122 -- Income tax refund receivable...................... -- 202,000 ---------- ---------- $6,022,961 $5,765,434 ========== ==========
Pursuant to one governmental subcontract agreement, retainage of 5 percent of billings, not to exceed $50,000, is to be withheld until execution and delivery of a release by the governmental agency. F-14 99 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 3. NOTES RECEIVABLE: Notes receivable consisted of the following at September 30, 1999:
AMOUNT -------- Note receivable from nominated director (a related party), bears interest at 5.7%, principal and accrued interest are due August 2004, secured by the nominated director's interest in common stock of Cerulean..................... $300,000 Note receivable, bears interest at 8.5%, due as the Company generates revenue from the sale of the motion picture film rights.............................................. 605,000 -------- $905,000 ========
As part of the acquisition of Cerulean, Dynacs agreed to lend Mr. Burns an aggregate of $600,000. Of this amount, Dynacs loaned him $300,000 in August 1999 and is obligated to lend him $150,000 in January 2000 and another $150,000 in January 2001. Mr. Burns has agreed to allow the Company to defer its loan obligation to him for January 2000 until the consummation of the Company's initial public offering. 4. PROPERTY AND EQUIPMENT: Property and equipment consisted of the following as of December 31, 1998, and September 30, 1999:
DECEMBER 31, SEPTEMBER 30, USEFUL LIVES 1998 1999 ------------ ------------ ------------- Computer equipment and software............. 5 $2,058,526 $3,544,158 Furniture, fixtures and equipment........... 5-7 767,058 1,826,050 ---------- ---------- 2,825,584 5,370,208 Less-Accumulated depreciation............... (982,218) (2,040,517) ---------- ---------- $1,843,366 $3,329,691 ========== ==========
Depreciation expense for the year ended December 31, 1998, and the nine-month period ended September 30, 1999, was approximately $492,000 and $1,065,000, respectively. 5. ACCRUED EXPENSES: Accrued expenses consisted of the following as of December 31, 1998, and September 30, 1999:
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Accrued salaries and related taxes................ $1,304,920 $1,297,238 Accrued vacation.................................. 1,022,111 1,705,475 Other accrued expenses............................ 477,370 643,513 ---------- ---------- $2,804,401 $3,646,226 ========== ==========
F-15 100 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 6. LINE OF CREDIT: The Company has a line of credit (the Line) with a financial institution. The Line provided for maximum borrowings of $3,000,000 at December 31, 1998, and increased to $4,000,000 in January 1999. The Line bears interest at the greater of the bank's prime rate plus 2 percent (10.25 percent as of September 30, 1999) or 9.75 percent. Interest is payable monthly and the principal balance is payable upon demand. As of December 31, 1998, and September 30, 1999, amounts available under the Line were $526,436 and $773,865, respectively. The Line is collateralized by all furniture, fixtures and equipment and accounts receivable. The Line is also personally guaranteed by the principal stockholder. The Company is subject to a borrowing base, which limits Line advances to 90 percent of accounts receivable derived from engineering services. The Line contains certain non-financial covenants, including restrictions on the use of funds. As of September 30, 1999, the Company is in compliance with, or had obtained waivers for non-compliance with, all covenants. On July 7, 2000, the Company entered into a new $4,000,000 demand revolving credit loan facility with First National Bank of Florida (the Facility). The Facility allows the Company to borrow up to 80 percent of their receivables from engineering sources, excluding commercial film colorization receivables at the Bank's prime rate plus 2 percent per year. The Facility is personally guaranteed by the President of the Company. 7. LONG-TERM DEBT: Long-term debt consisted of the following as of December 31, 1998, and September 30, 1999:
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Notes payable to related parties, bearing interest at rates ranging from 10 percent to 12 percent, principal and interest payable monthly, $822,213 secured by revenues from colorization contracts with the remainder unsecured, maturities throughout 2000................................. $1,237,167 $2,117,650 Note payable to a financial institution, bearing interest at 8.75 percent, principal and interest payable monthly beginning December 25, 1998, collateralized by furniture, fixtures and equipment, personally guaranteed by principal stockholder, matures November 2000.............. 384,669 241,831 Notes payable, bearing interest at rates ranging from 12 percent to 14.5 percent, interest payable monthly starting October 1999, unsecured, maturities throughout 2000........... -- 700,000
F-16 101 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Obligations under capital lease................... -- 90,264 ---------- ---------- 1,621,836 3,149,745 ---------- ---------- Less-Current maturities of long-term debt......... (957,766) (2,676,733) ---------- ---------- $ 664,070 $ 473,012 ========== ==========
The remaining balance of long term debt matures during 2001. 8. INCOME TAXES: Significant components of income tax provision (benefit) are summarized as follows as of December 31, 1997 and 1998, and September 30, 1999:
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 1997 1998 1999 ------------ ------------ ------------- Current: Federal................................... $119,775 $ 314,170 $ (415,630) State..................................... 14,796 38,830 (51,370) -------- --------- ----------- 134,571 353,000 (467,000) -------- --------- ----------- Deferred: Federal................................... 39,160 (345,320) (794,770) State..................................... 4,840 (42,680) (98,230) -------- --------- ----------- 44,000 (388,000) (893,000) -------- --------- ----------- $178,571 $ (35,000) $(1,360,000) ======== ========= ===========
Income tax expense differs from the amount computed by applying the U.S. federal corporate tax rate of 34 percent to income before income tax expense as follows, as of December 31, 1997 and 1998, and September 30, 1999:
DECEMBER 31, DECEMBER 31, SEPTEMBER 30, 1997 1998 1999 ------------ ------------ ------------- Statutory U.S. federal income tax provision (benefit)................................. $150,315 $ 2,045 $(1,008,580) Foreign income tax credit................... -- (62,000) (237,948) Meals and entertainment..................... 9,688 21,346 35,795 State taxes, net of federal benefit......... 18,568 2,795 (149,561) Other....................................... -- 814 294 -------- -------- ----------- Effective income tax provision (benefit).............................. $178,571 $(35,000) $(1,360,000) ======== ======== ===========
F-17 102 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for income tax reporting purposes. Significant components of the Company's deferred tax assets (liabilities) as of December 31, 1998, and September 30, 1999, are as follows:
DECEMBER 31, SEPTEMBER 30, 1998 1999 ------------ ------------- Net operating loss (NOL) carryforward..................... $ -- $ 751,000 Accrued vacation.......................................... 310,000 513,000 Other accrued expenses.................................... 40,000 -- Investment in equity method............................... 26,000 11,000 Depreciation.............................................. (32,000) (38,000) -------- ---------- Net deferred tax assets................................. $344,000 $1,237,000 ======== ==========
The Company has federal and state NOL carryforwards which expire in 2014. In addition, the Company operates in certain countries that have granted tax holidays as an incentive for providing employment and capital investment. The tax holidays for these operations will expire at the year end March 31, 2002. The income tax benefits related to the tax status of these operations were $62,000 ($0.01 per fully diluted share) and $237,948 ($0.03 per fully diluted share) for the year ended December 31, 1998 and the period from January 1, 1999 to September 30, 1999, respectively. There were no operations in these countries during the year ended December 31, 1997. 9. PROFIT SHARING PLAN: The Company maintains a qualified deferred compensation plan (the Plan) under Section 401(k) of the Internal Revenue Code (IRC), covering substantially all employees. Under the Plan, employees may elect to defer up to 15 percent of their salary, subject to IRC limitations. The Company makes matching contributions of 50 percent of employee deferrals up to 2 1/2 percent of the employee's wages. For the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999, the Company's matching contributions totaled $294,624, $634,019 and $422,984, respectively. The Plan also allows discretionary employer profit sharing contributions. As of December 31, 1998, and September 30, 1999, the Company has accrued $75,000 and $58,000 in discretionary profit sharing contributions, respectively. 10. SELF-INSURANCE: The Company has an agreement whereby it is self-insuring the health care of its employees and covered dependents up to $35,000 per year per employee and covered dependents. Health care expenses of covered individuals in excess of $35,000 per year are paid out of insurance purchased by the Company. Administration of the self-insurance is handled by a third-party administrator. Provisions for expected future payments are accrued based on the Company's estimate of its aggregate liability for all open and unreported claims. Management believes the amount currently accrued is adequate to cover all known and unreported claims at September 30, 1999. For the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999, the annual aggregate liability calculated by the insurance company was $1,645,842. The total amount of claims and premiums paid by the Company under this policy for years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999, were approximately $79,736, $2,164,000 and $1,458,000, respectively. The Company had a receivable F-18 103 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) of $518,122 at December 31, 1998, due to advancing more money for claims than the aggregate liability limit. This amount was collected during 1999. 11. COMMON STOCK: On January 25, 1999, the Company issued 459,866 shares (adjusted for the stock splits) of the Company's common stock, at fair value on the date of grant of approximately $2.45 (adjusted for stock splits) per share, to one of its senior vice presidents, who is also the Company's corporate secretary. Concurrent with this issuance, the Company entered into an agreement whereby the Company loaned $1,125,700 to the corporate secretary for the purchase of this stock. The loan bears interest at the prime rate (8.25 percent at September 30, 1999) and is payable in full on January 25, 2002. The loan is collateralized by the shares of common stock purchased by the corporate secretary. The loan has been classified as a reduction of additional paid-in capital in the accompanying consolidated financial statements. On May 10, 1999, the Company issued 114,966 shares (adjusted for the stock splits) of common stock to a brother of the corporate secretary for consulting services rendered. The Company recognized consulting expense of approximately $282,000 for the difference between the issue price and the fair market value of the common stock at May 10, 1999. All stockholders of Dynacs, together with the former holders of Cerulean Colorization, L.L.C., holding shares of common stock of Cerulean, are party to a registration rights agreement, which provides that if Dynacs proposes to register any of its securities under the Securities Act, either for its own account or the account of any of its security holders, the parties to this agreement are entitled to include their registrable shares in such registration. However, in the event of a registration pursuant to an underwritten public offering of common stock, the underwriters have the right to limit the number of shares included in any registration. These rights terminate for a holder once the holder at such times as the holder is authorized to sell all of its shares under Rule 144(k) under the Securities Act. 12. STOCK OPTION PLANS: As of December 31, 1998, the Company had 3,832,204 outstanding options granted in 1993 to its President to purchase one share each of the Company's common stock at $0.02 per share, the fair value at date of grant. During 1999, the President voluntarily surrendered 3,576,724 outstanding options. At September 30, 1999, 255,480 (adjusted for the stock splits) options remained outstanding. The stock options are fully vested and have no expiration date. On November 12, 1999, the Company implemented a stock incentive program, the 1999 Long Term Incentive Plan (the Incentive Plan), providing for the issuance of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, deferred stock, stock purchase rights and other stock-based awards. The Incentive Plan provides for the issuance of 1,124,113 Shares of the Company's common stock. The terms for any awards under the Incentive Plan will be set at the time of the award. As of September 30, 1999, no incentive awards have been issued under the Incentive Plan. F-19 104 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) A summary of the Company's stock options for the year ended December 31, 1998, and the nine-month period ended September 30, 1999, is presented in the following table:
1998 1999 --------------------- --------------------- WEIGHTED WEIGHTED AVERAGE AVERAGE EXERCISE EXERCISE OPTIONS PRICE OPTIONS PRICE --------- -------- --------- -------- Outstanding options beginning of year... 3,832,204 $0.02 3,832,204 $0.02 Granted................................. -- -- -- -- Exercised............................... -- -- -- -- Forfeited............................... -- -- 3,576,724 $0.02 Expired................................. -- -- -- -- EOY..................................... 3,832,204 $0.02 255,480 $0.02
13. NET INCOME PER SHARE: The following is a reconciliation of the denominator of basic earnings per share (EPS) to diluted EPS, as shown on the face of the accompanying consolidated statements of operations for the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999:
NUMBER OF SHARES ------------------------------------- 1997 1998 1999 ---------- ---------- --------- Basic weighted average common shares............ 6,387,005 6,387,005 6,859,644 Dilutive effect of options outstanding.......... 3,832,204 3,832,204 -- ---------- ---------- --------- Diluted weighted average common and common equivalent shares............................. 10,219,209 10,219,209 6,859,644 ========== ========== =========
For the nine-month period ended September 30, 1999, the dilutive effect of options outstanding was 274,685. These shares are not included in the diluted weighted average common and common equivalent shares shown above as the effect of these options is anti-dilutive. 14. SEGMENT REPORTING: The Company operates through two business segments which offer distinct services. The Company's Information and Applied Technology (IAT) segment includes engineering and research services provided to government and commercial entities, primarily in the aerospace industry. The Company's Media and Entertainment segment, which began in 1996, is engaged in the colorization of film footage and other media. F-20 105 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) Reportable business segment information is as follows:
INFORMATION AND MEDIA AND APPLIED TECHNOLOGY ENTERTAINMENT CONSOLIDATED ------------------ ------------- ------------ DECEMBER 31, 1997 Revenue................................ $26,068,005 $ 892,834 $26,960,839 Depreciation and amortization.......... 83,163 134,452 217,615 Net operating income (loss)............ 774,400 (282,578) 491,822 Purchases of property and equipment.... 177,411 681,564 858,975 Total assets........................... 4,399,665 911,634 5,311,299 DECEMBER 31, 1998 Revenue................................ 59,615,270 1,331,416 60,946,686 Depreciation and amortization.......... 316,386 413,292 729,678 Net operating income (loss)............ 944,841 (667,336) 277,505 Purchases of property and equipment.... 596,474 741,476 1,337,950 Total assets........................... 8,355,656 2,945,401 11,301,057 SEPTEMBER 30, 1999 Revenue................................ 53,896,828 1,398,257 55,295,085 Depreciation and amortization.......... 654,292 411,184 1,065,476 Net operating income (loss)............ 957,772 (3,405,037) (2,447,265) Purchases of property and equipment.... 400,337 2,151,464 2,551,801 Total assets........................... 9,708,061 4,563,444 14,271,505
The Company operates in two geographical areas, domestic and international. As of December 31, 1998, and September 30, 1999, the domestic offices had long-lived assets of $1,556,510 and $2,895,117, respectively, located throughout the United States and the international offices had long-lived assets of $735,189 and of $1,076,120, respectively, located in India and Indonesia. For the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999, all sales were to domestic customers. F-21 106 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 15. COMMITMENTS AND CONTINGENCIES: OPERATING LEASES The Company leases various office space under non-cancelable operating leases expiring in 2000 through 2004. Minimum future rental payments under operating leases as of September 30, 1999, for each of the next five years and in the aggregate are as follows:
AMOUNT ---------- YEAR ENDING SEPTEMBER 30, 2000..................................................... $1,117,284 2001..................................................... 1,129,097 2002..................................................... 1,110,393 2003..................................................... 1,045,212 2004..................................................... 71,993 Thereafter............................................... 3,618 ---------- $4,477,597 ==========
Total rent expense for the years ended December 31, 1997 and 1998, and the nine-month period ended September 30, 1999, was $231,000, $1,322,661 and $1,195,408, respectively, of which approximately $18,807, $69,000 and $72,000, respectively, relates to rent paid to the Company's nonmajority-owned investment. CONTINGENCIES The Company was in litigation involving the wrongful termination of a contract for colorization of a full-length feature film. The case was referred to arbitration. The final arbitration hearing was scheduled for February 2000, and a final determination was not expected before April 2000. The outcome of this arbitration was unknown as of September 30, 1999. The amount of the potential loss for the Company was estimated at $950,000. The amount of potential gain was estimated at $2,825,000 less any successful claims brought by the licensor of the colorization software. At that stage in the proceedings, management believed it was not possible to determine the probable outcome of this matter and no amounts were recorded in the Company's financial statements as of December 31, 1998, or September 30, 1999. In April 2000, a final determination was made requiring payment by the Company of $370,352. This amount was recorded in general and administrative expenses during the quarter ended March 31, 2000. The Company is also involved in various legal actions arising in the normal course of business. While it is not possible to determine with certainty the outcome of these matters, in the opinion of management, the eventual resolution of these claims and actions outstanding will not have a material adverse effect on the Company's financial position or results of operations. F-22 107 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) 16. SUBSEQUENT EVENTS: NOTES PAYABLE In November 1999, the Company issued $500,000 of convertible debt with 109,492 (adjusted for the stock splits) detachable warrants. During January through March, the Company issued an additional $2,400,000 of convertible debt with 525,558 (adjusted for the stock splits) detachable warrants. The notes bear interest at 8 percent for the first 120 days after issuance, then increase to 15 percent. The notes are convertible 120 days after issuance into common stock at 60 percent of the price per share at the date of a liquidity event. A liquidity event is defined as the Company's registration statement being declared effective by the Securities and Exchange Commission or the sale of all or substantially all of the Company's assets. The notes are personally guaranteed by the Company's principal stockholder and mature 12 months after issuance. The warrants are exercisable one year after issuance at 70 percent of the price per share at the date of a liquidity event, as defined. One year after issuance but prior to a liquidity event, the warrants are exercisable at the fair market value of common stock, as determined by the Company's Board of Directors (the Board). The warrants expire five years from the date of issuance or four years from the date of a liquidity event. The Company allocated the proceeds from the issuance of the notes payable between long-term debt and warrants based on the relative fair values of the debt without the warrants and the warrants themselves at the time of issuance. The estimated fair value of the warrants was computed based on the application of the Black-Scholes option pricing model which incorporates current stock prices, expected stock price volatility, expected interest rates and the expected holding period of the stock. At the date of issuances, $2,001,000 and $899,000 were allocated to the long-term debt and warrants, respectively. The difference between the face amount of the notes payable and the amount allocated to them has been recorded as a discount on the notes payable. This discount is being amortized to interest expense over the 12-month term of the debt using the effective interest method. Interest expense of approximately $152,000 was recorded during the six-month period ended March 31, 2000. In addition, the Company has calculated an intrinsic value for the Beneficial Conversion Feature (BCF) related to these convertible notes payable of $1,933,333. The BCF was calculated based on the number of shares the notes payable are convertible into multiplied by the expected discount from fair market value on the date of conversion. The BCF has not been recognized as of December 31, 1999, as it is contingent on the occurrence of a liquidity event. STOCK OPTIONS In February 2000, the Company committed to grant options to purchase common stock of the Company to certain nominated directors upon the effective date of an Initial Public Offering. The nominated directors and consultants will receive 82,727 options at an exercise price equal to the opening price per share upon the Company's registration statement being declared effective by the SEC. The options vest ratably over a one to two-year period. CHANGE IN CORPORATE STRUCTURE In February 2000, the Board approved a merger of Dynacs Engineering Company, Inc. into Dynacs Inc., a Delaware Corporation. Dynacs Inc. of Delaware became the surviving corporation. In conjunction with the merger, the par value of the Company's preferred and common stock was changed from $.001 to $.01. In addition, in July 2000 the Company authorized an additional 10 million shares of common stock F-23 108 DYNACS INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) for a total authorized amount of 25 million shares. The changes in the Company's name, par values and authorized common stock have been reflected retroactively in these financial statements. STOCK SPLITS On August 11, 1999, March 28, 2000, and July 14, 2000, the Company approved stock splits, whereby each outstanding share of the Company's common stock was converted into 1,750, 1.12299 and 1.3 shares of common stock, respectively. The accompanying consolidated financial statements have been retroactively adjusted as a result of the stock splits. GRINBERG ACQUISITION In May 2000, the Company entered into a non-binding letter of intent to acquire all of the outstanding common stock of Sherman Grinberg Film Libraries, Inc. (Grinberg) in exchange for a maximum of 1,085,000 shares of Company common stock. Under the terms of the letter of intent, the Company and Grinberg will enter into a definitive stock purchase agreement upon the effective date of the Company's initial public offering (IPO). In addition, the Company has agreed to issue 15,000 shares to Film Archive Finance Company, Inc. (Grinberg's parent) and an executive officer of Film Archive Finance Company, Inc. in exchange for a covenant not to compete for a period of three years after the closing. The Company will issue to Grinberg shareholders up to 1,085,000 shares if the Company's IPO price is $10 or less. Should the Company's stock be priced greater than $10 at the IPO, the number of shares to be issued to Grinberg will be reduced on a proportionate basis such that the maximum number of shares issued to acquire the Grinberg common stock and the non-compete covenant shall not have a market value in excess of $11,000,000. The 1,085,000 shares shall be issued to Grinberg upon the occurrence of certain events. At closing, the Company will issue a maximum of 335,000 shares, which will be reduced should Grinberg's current liabilities exceed their current assets by more than $607,000. The Company will issue additional shares, up to a maximum of 300,000 based on the amount of commercially usable footage in the film library. The Company has 24 months from closing to complete its evaluation of the footage. An additional 50,000 shares will be issued for each calendar year 2001, 2002, 2003 if the Company's gross receipts from the sale of footage less the Company's colorization costs exceed $400,000, $750,000 and $1,000,000, respectively. If the Company's gross receipts from the sale of footage colorized, re-edited and compiled by the Company exceeds $2.0 million in 2001, $4.0 million in 2002 and $5.0 million in 2003 and 2004, the Company will issue an additional 75,000 shares each year. The Grinberg shareholders have agreed to indemnify the Company up to the value of 767,500 shares issued in the transaction. The initial 335,000 shares and the 15,000 shares issued for the covenant not to compete are subject to a twelve-month lock-up agreement. All other shares are subject to a six-month lock-up agreement. F-24 109 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Members of Cerulean Colorization, LLC: We have audited the accompanying balance sheets of Cerulean Colorization, LLC (the Company) as of December 31, 1998 and 1997, and the related statements of income and members' interest and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly in all material respects, the financial position of Cerulean Colorization, LLC as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. ARTHUR ANDERSEN LLP Los Angeles, California November 30, 1999 F-25 110 CERULEAN COLORIZATION, LLC BALANCE SHEETS AS OF DECEMBER 31, 1998 AND 1997
1998 1997 ---------- ---------- ASSETS CURRENT ASSETS: Cash...................................................... $ 436 $ 8,128 Accounts receivable, net of allowance for doubtful accounts of $96,200 and $45,950, respectively.......... 25,124 38,310 Unbilled revenue.......................................... 140,250 -- Prepaid contracts......................................... 687,790 372,872 Prepaid expenses.......................................... 9,340 -- ---------- ---------- Total current assets.............................. 862,940 419,310 ---------- ---------- PROPERTY AND EQUIPMENT, net................................. 328,156 615,522 ---------- ---------- OTHER ASSETS: Film library.............................................. 500,000 37,500 Note receivable........................................... 605,000 -- Goodwill, net............................................. 34,670 69,375 Deposits.................................................. 11,000 11,000 ---------- ---------- 1,150,670 117,875 ---------- ---------- $2,341,766 $1,152,707 ========== ========== LIABILITIES AND MEMBERS' INTEREST CURRENT LIABILITIES: Short-term borrowings..................................... $ -- $ 125,000 Advance from member....................................... 4,000 130,000 Bank overdraft............................................ 1,091 -- Accounts payable.......................................... 211,346 104,916 Payable to subcontractor.................................. 1,054,283 -- Other payable............................................. 178,500 -- Accrued expenses.......................................... 35,806 29,942 Billings in excess of revenue earned...................... 665,624 718,000 Current portion of capital lease liability................ 8,602 11,764 ---------- ---------- Total current liabilities......................... 2,159,252 1,119,622 ---------- ---------- CAPITAL LEASE LIABILITY, net of current portion............. -- 8,602 OTHER LIABILITIES........................................... 79,289 68,004 COMMITMENTS AND CONTINGENCIES MEMBERS' INTEREST........................................... 103,225 (43,521) ---------- ---------- $2,341,766 $1,152,707 ========== ==========
The accompanying notes are an integral part of these financial statements. F-26 111 CERULEAN COLORIZATION, LLC STATEMENTS OF INCOME AND MEMBERS' INTEREST FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997 ---------- ---------- REVENUE..................................................... $3,152,752 $ 873,578 COST OF REVENUES............................................ 2,095,089 616,307 ---------- ---------- GROSS PROFIT................................................ 1,057,663 257,271 ---------- ---------- SELLING, GENERAL AND ADMINISTRATIVE......................... 995,767 1,228,357 ---------- ---------- INCOME (LOSS) FROM OPERATIONS............................... 61,896 (971,086) OTHER INCOME (EXPENSES), net................................ 84,850 (2,435) ---------- ---------- NET INCOME (LOSS)........................................... 146,746 (973,521) MEMBERS' INTEREST, beginning of period...................... (43,521) 930,000 ---------- ---------- MEMBERS' INTEREST, end of period............................ $ 103,225 $ (43,521) ========== ==========
CERULEAN COLORIZATION, LLC STATEMENTS OF INCOME AND MEMBERS' INTEREST FOR THE PERIOD JANUARY 1, 1999 TO AUGUST 13, 1999 REVENUE..................................................... $2,810,086 COST OF REVENUE............................................. 1,258,514 ---------- GROSS PROFIT................................................ 1,551,572 SELLING, GENERAL AND ADMINISTRATIVE......................... 515,028 ---------- INCOME (LOSS) FROM OPERATIONS............................... 1,036,544 OTHER INCOME (EXPENSES), net................................ 1,375 ---------- NET INCOME (LOSS)........................................... 1,037,919 MEMBERS' INTEREST, beginning of period...................... 103,225 ---------- MEMBERS' INTEREST, end of period............................ $1,141,144 ==========
The accompanying notes are an integral part of these financial statements. F-27 112 CERULEAN COLORIZATION, LLC STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
1998 1997 ---------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss)......................................... $ 146,746 $(973,521) Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization........................... 323,423 316,394 Loss on sale of property and equipment.................. -- 5,285 Changes in assets and liabilities: Accounts receivable, net............................. 13,186 (38,310) Unbilled revenue..................................... (140,250) -- Prepaid contracts.................................... (314,918) (372,872) Prepaid expenses..................................... (9,340) -- Deposits............................................. -- (11,000) Bank overdraft....................................... 1,091 -- Accounts payable..................................... 106,430 104,916 Payable to subcontractor............................. 1,054,283 -- Accrued expenses..................................... 5,864 29,942 Billings in excess of revenue earned................. (52,376) 718,000 Other liabilities.................................... 11,285 68,004 ---------- --------- Net cash provided by (used in) operating activities..... 1,145,424 (153,162) ---------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment....................... (1,352) (57,076) Proceeds from sale of property and equipment.............. -- 4,625 Purchase of film library.................................. (284,000) (37,500) Cash paid for note receivable............................. (605,000) -- ---------- --------- Net cash used in investing activities................... (890,352) (89,951) ---------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from short-term borrowings....................... -- 125,000 Repayments of short-term borrowings....................... (125,000) -- Proceeds from advance from member......................... 138,200 130,000 Repayments of advance from member......................... (264,200) -- Payments of capital lease obligation...................... (11,764) (8,759) ---------- --------- Net cash (used in) provided by financing activities..... (262,764) 246,241 ---------- --------- Net (decrease) increase in cash......................... (7,692) 3,128 CASH, beginning of period................................... 8,128 5,000 ---------- --------- CASH, end of period......................................... $ 436 $ 8,128 ========== ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid for interest.................................... $ 5,957 $ 3,759 Cash paid for income taxes................................ $ -- $ -- ========== ========= SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES: Acquisition of equipment under a capital lease............ $ -- $ 29,125 Acquisition of film library in exchange for other payable................................................. $ 178,500 $ -- ========== =========
The accompanying notes are an integral part of these financial statements. F-28 113 CERULEAN COLORIZATION, LLC NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1998 1. THE COMPANY Cerulean Colorization, LLC, (the Company) is a limited liability company established in December 1996. The Company is engaged in colorization of motion picture films, television series, commercials, and other films. Many of the Company's customers are in the entertainment industry and are located primarily in Southern California. As discussed in Note 7, in August 1999, Dynacs Engineering Company, Inc. (Dynacs) of Palm Harbor, Florida acquired all of the membership interests in the Company through Dynacs' wholly-owned subsidiary, Cerulean FXs, Inc. Prior to the acquisition, the Company subcontracted colorization projects to Dynacs. After the acquisition, the Company's operations were absorbed into Dynacs as a part of Dynacs' colorization line of business and the Company ceased operations as a separate entity. The Company incurred a substantial loss in the year ended December 31, 1997 and has a negative working capital of $1,296,312 as of December 31, 1998. Dynacs and the Company believe that anticipated funds from future operations will be sufficient to satisfy the Company's projected working capital and capital expenditure needs. The accompanying financial statements have been presented on the basis that it is a going concern, which contemplates realization of assets and satisfaction of debt in the normal course of business. Through the date of acquisition in August 1999, the Company funded operations primarily with cash provided by operating activities. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. ALLOWANCE FOR DOUBTFUL ACCOUNTS The following is an analysis of the activities in the allowance for doubtful accounts for the years ended December 31, 1998 and 1997:
1998 1997 ------- ------- Beginning of period...................................... $45,950 $ -- Provision................................................ 50,250 45,950 Write-off's.............................................. -- -- ------- ------- End of period............................................ $96,200 $45,950 ======= =======
F-29 114 CERULEAN COLORIZATION, LLC NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) PROPERTY AND EQUIPMENT Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated lives of the assets. Property and equipment consists of the following:
1998 1997 USEFUL LIVES -------- -------- ------------ Machinery and equipment............................ $610,235 $608,883 3 to 5 years Furniture and fixtures............................. 42,568 42,568 3 years Software........................................... 245,760 245,760 3 years -------- -------- 898,563 897,211 Less -- Accumulated depreciation and amortization..................................... (570,407) (281,689) -------- -------- Property and equipment, net........................ $328,156 $615,522 ======== ========
FILM LIBRARY In May 1997, the Company entered into an agreement with a producer of a television series and a distributor under which the distributor purchased exclusive rights throughout the world to exploit the television series, consisting of 65 episodes, in exchange for a right to the future revenue from the series. The Company purchased from the producer a right to 50 percent of such future revenue for $500,000. The Company paid $321,500 of this amount in cash in the years ended December 31, 1998 and 1997, and the remaining $178,500 was outstanding as of December 31, 1998. This amount bears no interest and is due on demand. The cost of the film library is to be amortized over the estimated period of exploitation based on the percentage of revenue received from the series to total estimated revenue. In the years ended December 31, 1998 and 1997, no revenue was received from the series, and accordingly no amortization of film library was recorded. Based on the estimated total revenue from the series, the Company believes that the cost of film library as of December 31, 1998 is fully realizable. In connection with the purchase of film library, the Company also loaned the producer $605,000 in exchange for a note for the purpose of clearing a lien that was on the series. The note bears interest at 8.50 percent and is payable to the Company out of the first $605,000 of the producer's 50 percent share of the future revenue from the series. The note is without recourse. Based on the estimated total revenue from the series, the Company believes that the balance of the note as of December 31, 1998 is fully realizable. The revenue to be received by the Company and the producer is gross receipts from the series less certain costs as specified in the agreement including costs of colorization and distribution. The agreement also states that such colorization of the series is to be performed by the Company for $40,000 per episode. In the year ended December 31, 1998, the Company earned $2,080,000 of the $2,600,000 to be earned in total from such colorization projects. GOODWILL In December 1996, the Company acquired certain assets of CST Entertainment, Inc., CST Featurizations, Inc., and CST Computoons, Inc. (collectively CST) in exchange for a cash payment of $925,000. The acquisition was accounted for as a purchase. Accordingly, the purchase price was allocated to the assets acquired based on their estimated fair market values at the closing date. The excess of purchase price over the estimated fair value of the assets acquired was recorded as goodwill, and is being amortized using the straight-line method over a period of three years. The Company recorded amortization F-30 115 CERULEAN COLORIZATION, LLC NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) of goodwill of $34,705 in the years ended December 31, 1998 and 1997. The results of operations of the acquired business are included in the accompanying financial statements since the date of the acquisition. REVENUE RECOGNITION The Company generates revenue from colorization of motion picture films, television series, commercials, and other films. Revenue from long-term colorization contracts is recognized based on the percentage-of-completion method measured by the percentage of costs incurred to date to total estimated costs for each contract. Costs of contracts primarily represent subcontracting expense to Dynacs. For short-term projects, revenue is recognized upon completion of the project. Unbilled revenue and billings in excess of revenue earned result from the difference between the amounts billed to the customer and the revenue recognized based on the percentage of completion of the contract, and are analyzed on a contract-by-contract basis. Prepaid contracts represent amounts paid or payable to Dynacs in excess of costs incurred by Dynacs. SIGNIFICANT CUSTOMER In the year ended December 31, 1998, one customer accounted for 83 percent of total revenue. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable and unbilled revenue. As of December 31, 1998 and 1997, approximately 81 percent and 85 percent of accounts receivable were concentrated with one and two customers, respectively. As of December 31, 1998, all of unbilled revenue was concentrated with one customer. INCOME TAXES The Company is a limited liability company and is treated as a partnership for Federal and state income tax purposes. Accordingly, the Company's taxable income or losses are included in the income tax returns of the Company's members. 3. SHORT-TERM BORROWINGS In 1997 the Company had a line of credit agreement (the Agreement) with a bank, which expired in June 1998. Under the Agreement the Company could borrow up to $125,000. Interest was payable monthly at the rate of 1.75 percent per annum over the prime rate (8.50 percent at December 31, 1997). The balance outstanding under the Agreement at December 31, 1997 was $125,000, which was repaid in full in the year ended December 31, 1998. Borrowings under the Agreement were collateralized by substantially all of the Company's assets. 4. COMMITMENTS AND CONTINGENCIES OPERATING LEASES The Company leases office space and a phone system under non-cancelable operating leases, which expire in various years through 2002. Rental expense was approximately $84,000 and $100,000 for the F-31 116 CERULEAN COLORIZATION, LLC NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) years ended December 31, 1998 and 1997, respectively. As of December 31, 1998, future minimum rental payments under the non-cancelable operating leases are as follows:
YEARS ENDING DECEMBER 31, - ------------------------- 1999....................................................... $145,000 2000....................................................... 138,000 2001....................................................... 138,000 2002....................................................... 16,000 -------- $437,000 ========
LITIGATION In the normal course of business, the Company is involved in various legal proceedings. Based upon the information presently available, management believes that the ultimate resolution of any such proceedings will not have a material adverse effect on the Company's financial position, liquidity or results of operations. 5. MEMBERS' INTEREST Pursuant to terms of the Company's operating agreement, no member is liable to creditors of the Company, or shall be required to make additional capital contributions to the Company or to restore all or any portion of a deficit balance in such member's capital account with the Company. The operating term of the Company expires in December 2025. 6. RELATED PARTY TRANSACTIONS The Company had an advance from member of $4,000 and $130,000 as of December 31, 1998 and 1997, respectively. The Company subleases office space to another company owned by a member and charges rent, utilities and phone expenses to the subleasee. Such expenses charged to the subleasee were $94,000 and $16,000 for the years ended December 31, 1998 and 1997, respectively, and were offset against the Company's expenses. 7. SUBSEQUENT EVENT In August 1999, the Company entered into an agreement with Cerulean FXs, Inc. pursuant to which Cerulean FXs, Inc. acquired all of the membership interests of the Company and issued to the Cerulean members (Cerulean Members) 20 percent of the shares of Cerulean FXs, Inc. The shares issued are exchangeable at the option of the Cerulean members into 912,064 shares of Dynacs common stock upon the occurrence of certain events or they will automatically convert upon an effective registration statement filing with the Securities and Exchange Commission by Dynacs. In addition, the Cerulean Members of the Company will receive stock options to purchase 255,480 of Dynacs' common stock when the first stock option is granted under Dynacs' 1999 Long-Term Incentive Plan, and will also receive stock options to purchase additional 51,097 shares if, within three years of the date of the agreement, certain performance goals, as defined in the agreement, are met. After the acquisition, the Company's operations were absorbed into Dynacs as a part of Dynacs' colorization line of business and the Company ceased operations as a separate entity. F-32 117 INDEPENDENT AUDITOR'S REPORT Shareholder Sherman Grinberg Film Libraries, Inc. We have audited the accompanying balance sheets of Sherman Grinberg Film Libraries, Inc. as of June 30, 1997, 1998 and 1999 and the related statements of operations, changes in stockholder's equity and cash flows for each of the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sherman Grinberg Film Libraries, Inc. as of June 30, 1997, 1998 and 1999 and the results of its operations and its cash flows for each of the years then ended in conformity with generally accepted accounting principles. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has negative working capital and has sustained significant operating losses in recent years that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. YOHALEM, GILLMAN & COMPANY, LLP New York, New York March 30, 2000 F-33 118 SHERMAN GRINBERG FILM LIBRARIES, INC. BALANCE SHEETS
JUNE 30, ----------------------------------------- MARCH 31, 1997 1998 1999 2000 ----------- ----------- ----------- ----------- (UNAUDITED) ASSETS CURRENT ASSETS Cash................................ $ 36,706 $ 25,130 $ 41,994 $ 7,992 Accounts receivable -- net.......... 94,366 149,604 101,161 41,973 Prepaid expenses and other current assets........................... 40,361 36,193 42,815 39,099 ----------- ----------- ----------- ----------- Total current assets........ 171,433 210,927 185,970 89,064 FILM LIBRARY, NET..................... 6,613,077 6,218,329 5,823,581 5,527,520 GOODWILL, NET......................... 1,247,942 1,172,185 1,096,428 1,039,611 OTHER ASSETS Property, equipment and improvements, net................ 152,538 103,746 64,504 50,524 Restricted cash -- escrow........... 200,000 200,000 200,000 200,000 ----------- ----------- ----------- ----------- 352,538 303,746 264,504 250,524 ----------- ----------- ----------- ----------- $ 8,384,990 $ 7,905,187 $ 7,370,483 $ 6,906,719 =========== =========== =========== =========== LIABILITIES AND STOCKHOLDER'S EQUITY CURRENT LIABILITIES Accounts payable.................... $ 223,384 $ 212,508 $ 202,546 $ 241,721 Royalties payable................... 628,834 606,676 606,676 606,676 Due to Parent....................... 754,943 754,943 -- -- ----------- ----------- ----------- ----------- Total current liabilities... 1,607,161 1,574,127 809,222 848,397 ----------- ----------- ----------- ----------- DEFERRED INCOME TAXES................. 1,716,736 1,479,421 1,174,868 904,995 STOCKHOLDER'S EQUITY Common stock, $100 par value, 2,000 shares authorized; 53.59 shares issued and outstanding........... 5,359 5,359 5,359 5,359 Additional paid-in capital.......... 6,713,200 6,891,019 7,901,309 8,081,309 Accumulated deficit................. (1,657,466) (2,044,739) (2,520,275) (2,933,341) ----------- ----------- ----------- ----------- Total stockholder's equity................... 5,061,093 4,851,639 5,386,393 5,153,327 ----------- ----------- ----------- ----------- $ 8,384,990 $ 7,905,187 $ 7,370,483 $ 6,906,719 =========== =========== =========== ===========
See accompanying notes and independent auditor's report. F-34 119 SHERMAN GRINBERG FILM LIBRARIES, INC. STATEMENTS OF OPERATIONS
NINE MONTHS YEARS ENDED JUNE 30, ENDED --------------------------------------- MARCH 31, 1997 1998 1999 2000 ----------- ---------- ---------- ----------- (UNAUDITED) REVENUES................................ $ 999,259 $ 861,195 $ 337,983 $ 318,937 DIRECT COSTS............................ 256,562 156,270 75,960 40,870 OTHER OPERATING EXPENSES................ 1,173,151 810,216 522,015 579,148 ----------- ---------- ---------- ---------- 1,429,713 966,486 597,975 620,018 LOSS BEFORE ITEMS SHOWN BELOW........... (430,454) (105,291) (259,992) (301,081) AMORTIZATION AND DEPRECIATION........... 525,553 519,297 520,097 381,858 ----------- ---------- ---------- ---------- LOSS BEFORE INCOME TAXES................ (956,007) (624,588) (780,089) (682,939) INCOME TAX BENEFIT...................... 380,620 237,315 304,553 269,873 ----------- ---------- ---------- ---------- NET LOSS................................ $ (575,387) $ (387,273) $ (475,536) $ (413,066) =========== ========== ========== ========== Basic and diluted loss per common share................................. $(10,736.84) $(7,226.59) $(8,873.60) $(7,707.89) =========== ========== ========== ========== Basic and diluted weighted average common shares......................... 53.59 53.59 53.59 53.59 =========== ========== ========== ==========
See accompanying notes and independent auditor's report. F-35 120 SHERMAN GRINBERG FILM LIBRARIES, INC. STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
COMMON STOCK ADDITIONAL TOTAL ---------------- PAID-IN ACCUMULATED STOCKHOLDER'S SHARES AMOUNT CAPITAL DEFICIT EQUITY ------ ------ ---------- ----------- ------------- BALANCE, JULY 1, 1996............. 53.59 $5,359 $6,226,976 $(1,082,079) $5,150,256 Capital contributions........... 486,224 486,224 Net loss........................ (575,387) (575,387) ----- ------ ---------- ----------- ---------- BALANCE, JUNE 30, 1997............ 53.59 5,359 6,713,200 (1,657,466) 5,061,093 Capital contributions........... 177,819 177,819 Net loss........................ (387,273) (387,273) ----- ------ ---------- ----------- ---------- BALANCE, JUNE 30, 1998............ 53.59 5,359 6,891,019 (2,044,739) 4,851,639 Capital contributions........... 255,347 255,347 Conversion of stockholder debt to equity.................... 754,943 754,943 Net loss........................ (475,536) (475,536) ----- ------ ---------- ----------- ---------- BALANCE, JUNE 30, 1999............ 53.59 5,359 7,901,309 (2,520,275) 5,386,393 Capital contributions (unaudited).................. 30,000 30,000 Expenses paid by Parent on behalf of the Company (unaudited).................. 150,000 150,000 Net loss (unaudited)............ (413,066) (413,066) ----- ------ ---------- ----------- ---------- BALANCE, MARCH 31, 2000 (UNAUDITED)..................... 53.59 $5,359 $8,081,309 $(2,933,341) $5,153,327 ===== ====== ========== =========== ==========
See accompanying notes and independent auditor's report. F-36 121 SHERMAN GRINBERG FILM LIBRARIES, INC. STATEMENTS OF CASH FLOWS
NINE MONTHS YEARS ENDED JUNE 30, ENDED ----------------------------------- MARCH 31, 1997 1998 1999 2000 --------- --------- --------- ----------- (UNAUDITED) CASH FLOWS USED IN OPERATING ACTIVITIES Net loss................................. $(575,387) $(387,273) $(475,536) $(413,066) Adjustments to reconcile net loss to net cash used in operating activities Amortization and depreciation......... 525,553 519,297 520,097 381,858 Expenses paid by Parent on behalf of the Company......................... -- -- -- 150,000 Income tax benefit.................... (380,620) (237,315) (304,553) (269,873) Provision for doubtful accounts....... 71,495 (24,000) 62,000 94,000 Deferred income....................... (119,249) -- -- -- Changes in operating assets and liabilities: Accounts receivable................. 226,387 (31,238) (13,557) (34,812) Prepaid expenses and other current assets........................... (24,979) 4,168 (6,622) 3,716 Accounts payable.................... (278,838) (10,875) (9,962) 39,175 Royalties payable................... 69,843 (22,159) -- -- --------- --------- --------- --------- Net cash used in operating activities.................... (485,795) (189,395) (228,133) (49,002) --------- --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures..................... (5,500) -- (10,350) (15,000) --------- --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES Capital contributions.................... 486,224 177,819 255,347 30,000 --------- --------- --------- --------- NET INCREASE (DECREASE) IN CASH............ (5,071) (11,576) 16,864 (34,002) Cash -- beginning of year.................. 41,777 36,706 25,130 41,994 --------- --------- --------- --------- CASH -- END OF YEAR........................ $ 36,706 $ 25,130 $ 41,994 $ 7,992 ========= ========= ========= ========= SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during the year for: Income taxes.......................... $ 16,429 $ 9,868 $ -- $ -- SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES Loans from Parent converted to capital... -- -- 754,943 --
See accompanying notes and independent auditor's report. F-37 122 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 1997, 1998 AND 1999 1. OPERATION, ORGANIZATION AND BASIS OF PRESENTATION Sherman Grinberg Film Libraries, Inc. ("SGFL" or the "Company"), a wholly-owned subsidiary of Film Archive Finance Company, Inc. ("FAFC"), licenses the news and stock footage from its film library, primarily the Pathe and Paramount news libraries, to television networks, independent producers and other customers throughout the United States, Europe and Canada. The Company also licenses stock footage from other film libraries it represents. On April 15, 1994, the Company was acquired by Sequent Communications, Inc. ("Sequent"), which subsequently changed its name to Timespan Communications, Inc. ("Timespan"). That change in ownership resulted in a new basis of accounting for the purchased assets and liabilities (see Note 3). The collateralized loan that was obtained by Sequent for the acquisition was extinguished in 1999 upon transfer of ownership of the Company to FAFC, a corporation which was formed and funded by substantially all the shareholders of Timespan. (Sequent, Timespan and FAFC are also referred to herein as the "Parent".) The aforementioned debt and its extinguishment have not been "pushed-down" to the Company's financial statements. The accompanying financial statements have been prepared assuming the Company will continue as a going concern. In 1996, the Company lost a major film library it represented, and from that point through June 30, 1999, the Company sustained significant operating losses resulting in negative working capital that raise substantial doubt about its ability to continue as a going concern. Management has taken measures to reduce operating costs and plans to sell the Company to an enterprise which intends to raise capital for the purpose of preserving, modernizing and marketing the film library. Furthermore, until such sale is consummated, FAFC (the current Parent) has committed to financially support the Company at least through June 30, 2000. The continued operation of the Company is dependent upon its ability to raise capital as described above and operate profitably in the future. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES FILM LIBRARY AND GOODWILL The film library and goodwill are stated at the amounts assigned to them in 1994 (see Note 3) plus subsequent additions at cost, and are being amortized over 20 years on a straight-line basis. REVENUE RECOGNITION Library revenue is recognized when the film footage is delivered to the customer. INCOME TAXES The Company files consolidated tax returns with its Parent. Current and deferred income taxes in these financial statements are recorded as though the Company were a separate taxpayer. Deferred income taxes are computed under Statement of Financial Accounting Standards No. 109, (SFAS 109) "Accounting for Income Taxes". SFAS 109 requires use of the liability method for computing deferred income taxes. Under this method, deferred tax liabilities are recognized for taxable temporary differences and deferred tax assets are recognized for deductible temporary differences and net operating loss carryforwards. A valuation allowance reduces deferred tax assets if it is more likely than not that all, or some portion, will not be realized. F-38 123 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Because the Company will be included in a consolidated tax return, the amounts of any deferred taxes represent amounts due to the Parent. PROPERTY AND EQUIPMENT Property and equipment are carried at cost. When assets are sold or retired, the cost and related accumulated depreciation are eliminated from the accounts, and any resulting gain or loss is reflected in income for the year. The cost of maintenance and repairs is charged to expense as incurred; significant renewals and replacements which substantially extend the lives of the assets are capitalized. Depreciation is computed on both the straight-line and accelerated methods over the following useful lives:
DESCRIPTION DEPRECIABLE LIFE - ----------- ---------------- Leasehold and improvements.................................. Life of Lease Machinery and equipment..................................... 3 - 7 years Computer equipment.......................................... 3 years
USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles 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. 3. FILM LIBRARY AND GOODWILL On April 15, 1994, Sequent purchased the Company for $5,812,000 in a business combination accounted for under the purchase method. Accordingly under "push-down" accounting, the assets and liabilities of SGFL were restated and recorded at their estimated fair values at the date of acquisition, including $7,735,000, which was assigned as the fair value of the film library and $3,400,000 which was assigned to the deferred income taxes payable on the difference between the fair value of the film library and its tax basis to the Company. The total consideration paid exceeded the fair values of net assets acquired by approximately $1,500,000, which was allocated to goodwill. The Pathe Film Library was included in the acquisition. The Company owns a one-half interest and has the sole exclusive license, in perpetuity, to operate the Pathe News Library for $1,250 per month. F-39 124 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) The carrying amounts of the film library and goodwill at June 30, 1997, 1998 and 1999 are as follows:
1997 1998 1999 ---------- ---------- ---------- Film library................................... $7,894,903 $7,894,903 $7,894,903 Accumulated amortization....................... 1,281,826 1,676,574 2,071,322 ---------- ---------- ---------- $6,613,077 $6,218,329 $5,823,581 ========== ========== ========== Goodwill....................................... $1,498,197 $1,498,197 $1,498,197 Accumulated amortization....................... 250,255 326,012 401,769 ---------- ---------- ---------- $1,247,942 $1,172,185 $1,096,428 ========== ========== ==========
Amortization of the film library and goodwill for the years ended June 30, 1997, 1998 and 1999 were as follows:
1997 1998 1999 -------- -------- -------- Film library........................................ $394,748 $394,748 $394,748 Goodwill............................................ 75,757 75,757 75,757 -------- -------- -------- $470,505 $470,505 $470,505 ======== ======== ========
Substantially all of the Company's film library consists of nitrate-based film which is extremely flammable and subject to chemical deterioration as it ages. Physical changes are not always apparent and are usually identified when footage is viewed. It is therefore reasonably possible that the Company's estimate of the useful life of the library (see Note 2) could change significantly within the ensuing year. Management estimates that the capital and maintenance costs to be incurred to preserve the library in its current condition are approximately $3 million. The consideration for the 1999 transfer of ownership of the Company to FAFC (see Note 1) was approximately $5.1 million. Management believes that such valuation does not reflect any impairment of the carrying amount of the film library and related goodwill. 4. PROPERTY, EQUIPMENT AND IMPROVEMENTS Property and equipment at June 30, 1997, 1998 and 1999 consists of the following:
1997 1998 1999 -------- -------- ---------- Furniture and fixtures............................ $ 94,039 $ 94,039 $ 94,039 Library equipment................................. 199,638 199,638 209,988 Office and computer equipment..................... 378,026 378,026 378,026 Leasehold improvements............................ 319,353 319,353 319,353 -------- -------- ---------- 991,056 991,056 1,001,406 Less accumulated depreciation and amortization.... 838,518 887,310 936,902 -------- -------- ---------- $152,538 $103,746 $ 64,504 ======== ======== ==========
F-40 125 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) Depreciation and amortization of property, equipment and improvements amounted to $55,048, $48,792 and $49,452 for the years ended June 30, 1997, 1998 and 1999, respectively. 5. INCOME TAXES The Company's income tax benefit for the years ended June 30, 1997, 1998 and 1999 consists of the following:
1997 1998 1999 -------- -------- -------- Current -- federal.................................. $ -- $ -- $ -- -- state and local......................... -- -- -- Deferred -- federal................................. 257,385 160,479 205,946 -- state and local........................ 123,235 76,836 98,607 -------- -------- -------- $380,620 $237,315 $304,553 ======== ======== ========
The Company's effective income tax rate differs from the federal statutory rate as follows:
1997 1998 1999 ---------------- ---------------- ---------------- AMOUNT % AMOUNT % AMOUNT % --------- --- --------- --- --------- --- Pretax loss......................... $ 956,007 100 $ 624,588 100 $ 780,089 100 Tax (benefit) at federal statutory rate.............................. (325,042) (34) (212,360) (34) (265,230) (34) State and local income tax, net of federal tax benefit............... (88,335) (9) (57,712) (9) (72,080) (9) Goodwill............................ 32,757 3 32,757 5 32,757 4 --------- --- --------- --- --------- --- $(380,620) (40) $(237,315) (38) $(304,553) (39) ========= === ========= === ========= ===
Deferred taxes reflect temporary timing differences in the recognition of certain assets and liabilities for financial accounting and income tax purposes. At June 30, 1997, 1998 and 1999, the components of net deferred tax liability are as follows:
1997 1998 1999 ---------- ---------- ---------- Deferred tax liability relating to the Film library.... $3,108,412 $2,922,767 $2,737,122 Deferred tax asset relating to: Net operating loss carryforwards..................... 1,122,289 1,198,519 1,306,827 State taxes.......................................... 188,984 162,860 129,333 Accounts receivable, net............................. 71,040 59,520 89,280 Property, equipment and improvements................. 9,363 22,447 36,814 ---------- ---------- ---------- 1,391,676 1,443,346 1,562,254 ---------- ---------- ---------- Net deferred tax liability............................. $1,716,736 $1,479,421 $1,174,868 ========== ========== ==========
The Company has net operating loss carryforwards at June 30, 1999, totaling approximately $2,700,000, expiring through the year 2019. F-41 126 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) The parent has not filed consolidated tax returns for the years ended June 30, 1998 and 1999. 6. ROYALTIES PAYABLE Prior to July 1, 1997, the Company recorded royalties payable of approximately $629,000 in connection with certain film libraries it represented. Such royalties remain unpaid for several years. 7. MULTIEMPLOYER PENSION PLANS The Company participated in two multiemployer pension plans under collective bargaining agreements with the National Association of Broadcast Employees & Technicians and Communications Workers of America (NABET) and the International Alliance of Theatrical Stage Employees, Moving Picture Technicians, Artists and Allied Crafts of the United States and Canada (I.A.T.S.E.). Under the NABET agreement, which expired on January 18, 1998, and the I.A.T.S.E. agreement, which was terminated effective July 1, 1997, the Company was required to contribute based on hours worked by eligible employees. Pension and welfare contributions charged to operations under these plans approximated $16,000 and $10,000 for the years ended June 30, 1997 and 1998, respectively. 8. RELATED PARTY TRANSACTIONS DUE TO PARENT Due to Parent represents amounts advanced to the Company by Timespan for working capital purposes in prior years. In 1999, these loans were converted to capital (see Note 9). MANAGEMENT SERVICES PROVIDED BY PARENT Management of the Company during 1997 and 1998 was directed by certain officers and key employees of Timespan/Sequent. The compensation and benefits for such services were absorbed by the parent and not charged to the Company, and, accordingly, no amounts therefor are included in these financial statements. 9. ADDITIONAL PAID-IN CAPITAL During the years ended June 30, 1997, 1998 and 1999, Timespan and FAFC made advances to the Company amounting to $486,224, $177,819 and $255,347, respectively. Such advances were recorded as additional paid-in capital. In addition, during 1999, the Company converted loans from Timespan totaling $754,943 to additional paid-in capital. 10. COMMITMENTS AND CONTINGENCIES RESTRICTED CASH Restricted cash consists of cash held in escrow to satisfy certain contingent obligations in connection with the purchase of the Company by Sequent. LEASES The Company conducts its operations in New York and Los Angeles under noncancellable leases which expire in May and July 2000, respectively. The Company agreed to sublet a portion of the New York premises from May 1998 through May 2000 at $3,600 for the first year and $37,200 per year thereafter. Rental commitments (excluding subrentals) in the year 2000, the remaining terms of these F-42 127 SHERMAN GRINBERG FILM LIBRARIES, INC. NOTES TO FINANCIAL STATEMENTS -- (CONTINUED) leases, amount to $98,767. Rent expense charged to operations for the years ended June 30, 1997, 1998 and 1999 amounted to $144,396, $100,524 and $102,132, respectively. Subrental income in 1998 and 1999 amounted to $6,000 and $36,000, respectively. 11. OTHER FINANCIAL INFORMATION During 1998 and 1999, 28% and 31%, respectively, of the Company's revenues were derived from one customer. The Company's allowance for doubtful accounts at June 30, 1997, 1998 and 1999 amounted to $148,000, $124,000 and $186,000, respectively. 12. INTERIM FINANCIAL INFORMATION As is normal and customary, the interim financial statements as of March 31, 2000 and the nine months then ended, are unaudited and certain information normally included in the financial statements prepared in accordance with generally accepted accounting principles has not been included herein. In the opinion of management, all adjustments necessary to fairly present the financial position, results of operations and cash flows with respect to the interim financial statements have been property included. The results of operations for the interim period are not necessarily indicative of the results that will be realized for the entire fiscal year. F-43 128 PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma consolidated financial statements (the "Pro Forma Consolidated Financial Statements") are based on the historical financial statements of Dynacs Inc. as of and for the nine month period ended September 30, 1999, and as of and for the six month period ended March 31, 2000, adjusted to give effect to the transactions described below. The Pro Forma Consolidated Statement of Operations give effect to the following transactions as if they had occurred on January 1, 1999: (i) the acquisition of Cerulean Colorization LLC,(ii) the acquisition of Sherman Grinberg Film Libraries, Inc., (iii) the issuance of the "Mezzanine Notes", (iv) conversion of the Mezzanine Notes, (v) the exercise of warrants issued in connection with the Mezzanine Notes, and (vi) the use of certain proceeds from the Offering. The Pro Forma Consolidated Balance Sheet gives effect to the following transactions as if they had occurred on March 31, 2000: (i) the acquisition of Sherman Grinberg Film Libraries, Inc., (ii) the receipt of the proceeds of the offering, (iii) the use of certain proceeds from the Offering, (iv) the conversion of the Mezzanine Notes, (v) the exercise of warrants issued in connection with the Mezzanine Notes, and (vi) the exercise of options by the Company's President. The Pro Forma Consolidated Financial Statements do not purport to represent what Dynacs' results of operations or financial condition would have been had the events actually occurred on the dates indicated or to predict Dynacs' results of operations or financial condition in the future. These statements are qualified in their entirety by, and should be read in conjunction with, the historical financial statements of Dynacs and the notes thereto included elsewhere in this Prospectus and "Management's Discussion and Analysis of Financial Condition and Results of Operations." The Pro Forma Consolidated Financial Statements give effect only to the adjustments set forth in the accompanying notes and do not reflect any other benefits anticipated by management as a result of the Cerulean Colorization LLC acquisition, the Sherman Grinberg Film Libraries, Inc. acquisition and the implementation of its business strategy. F-44 129 DYNACS INC. PRO FORMA CONSOLIDATED BALANCE SHEET -- MARCH 31, 2000 (UNAUDITED)
DYNACS GRINBERG PRO FORMA PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS AS ADJUSTED ----------- ----------- ----------- ----------- (a) CURRENT ASSETS Cash and cash Equivalents................. $ -- $ 7,992 $25,355,110(c)(d)(h) $25,363,102 Accounts receivable....................... 5,745,964 41,973 -- 5,787,937 Unbilled revenue.......................... 1,314,138 -- -- 1,314,138 Prepaid expenses.......................... 365,975 39,099 -- 405,074 Deferred tax assets....................... 787,000 -- -- 787,000 ----------- ----------- ----------- ----------- Total current assets............... 8,213,077 89,064 25,355,110 33,657,251 PROPERTY AND EQUIPMENT, net................. 2,988,324 50,524 -- 3,038,848 FILM LIBRARY AND PRODUCTION COSTS, net...... 1,045,905 5,527,520 2,272,480(a) 8,845,905 NOTES RECEIVABLE............................ 765,558 -- -- 765,558 DEFERRED TAX ASSET.......................... 636,000 -- -- 636,000 GOODWILL.................................... 1,039,611 2,519,198(a) 3,558,809 OTHER ASSETS................................ 801,289 200,000 150,000(a) 1,151,289 ----------- ----------- ----------- ----------- Total assets....................... $14,450,153 $ 6,906,719 $30,296,788 $51,653,660 =========== =========== =========== =========== CURRENT LIABILITIES Accounts payable.......................... $ 2,151,579 $ 241,721 $ -- 2,393,300 Accrued expenses.......................... 4,149,865 606,676 -- 4,756,541 Line of credit borrowings................. 2,026,693 -- -- 2,026,693 Current portion of long-term debt......... 3,754,174 -- (3,389,060)(b)(d) 365,114 ----------- ----------- ----------- ----------- Total current liabilities.......... 12,082,311 848,397 (3,389,060) 9,541,648 Long-term debt, net of current maturities... 111,940 -- (111,940)(b)(d) -- MINORITY INTEREST........................... 393,452 -- (393,452)(e) -- Deferred tax liability...................... -- 904,995 (904,995)(a) -- STOCKHOLDERS' EQUITY Common stock.............................. 69,618 5,359 58,501(a)(c)(e) 133,478 (f)(g)(h) Additional paid-in capital................ 3,858,136 8,081,309 32,104,393(a)(b)(c)(e) 44,043,838 (f)(g)(h) Note receivable for common stock.......... (1,125,700) -- (1,125,700) Accumulated other comprehensive loss...... (119) -- -- (119) Retained earnings......................... (939,485) (2,933,341) 2,933,341(a) (939,485) ----------- ----------- ----------- ----------- Total stockholders' equity......... 1,862,450 5,153,327 35,096,235 42,112,012 ----------- ----------- ----------- ----------- Total liabilities and stockholders' equity........................... $14,450,153 $ 6,906,719 $30,296,788 $51,653,660 =========== =========== =========== ===========
F-45 130 DYNACS INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
DYNACS GRINBERG CERULEAN PRO FORMA PRO FORMA HISTORICAL HISTORICAL HISTORICAL ADJUSTMENTS AS ADJUSTED ----------- ----------- ----------- ----------- ----------- (b) (a) REVENUES: Information and applied technology................. $53,896,828 $ -- $ -- $ -- $53,896,828 Media and entertainment....... 1,398,257 311,170 2,810,086 (1,258,514)(a) 3,260,999 ----------- --------- ---------- ----------- ----------- Total revenues........ 55,295,085 311,170 2,810,086 (1,258,514) 57,157,827 COST OF REVENUES: Information and applied technology................. 51,233,756 -- -- -- 51,233,756 Media and entertainment....... 3,063,995 60,301 1,258,514 (1,258,514)(a) 3,124,296 ----------- --------- ---------- ----------- ----------- Total cost of revenues........... 54,297,751 60,301 1,258,514 (1,258,514) 54,358,052 GROSS PROFIT.................... 997,334 250,869 1,551,572 -- 2,799,775 GENERAL AND ADMINISTRATIVE EXPENSES...................... 3,444,599 766,554 515,028 (184,547)(b) 4,541,634 ----------- --------- ---------- ----------- ----------- OPERATING INCOME (LOSS)......... (2,447,265) (515,685) 1,036,544 184,547 (1,741,859) INTEREST EXPENSE (INCOME), net........................... 491,279 -- (1,375) 3,142,550(c)(d) 3,632,454 LOSS ON EQUITY METHOD INVESTMENT.................... 27,867 -- -- -- 27,867 ----------- --------- ---------- ----------- ----------- LOSS BEFORE INCOME TAX.......... (2,966,411) (515,685) 1,037,919 (2,958,003) (5,402,180) INCOME TAX BENEFIT.............. 1,360,000 242,234 -- 882,769(e) 2,485,003 ----------- --------- ---------- ----------- ----------- NET (LOSS)...................... $(1,606,411) $(273,451) $1,037,919 $(2,075,234) $(2,917,177) =========== ========= ========== =========== =========== PRO FORMA NET LOSS, PER COMMON SHARE -- BASIC................ $ (0.29) WEIGHTED AVERAGE NUMBER OF COMMON SHARES USED IN COMPUTING PRO FORMA NET LOSS PER SHARE -- BASIC............ 10,238,231 ===========
F-46 131 DYNACS INC. PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED MARCH 31, 2000
TOTAL DYNACS GRINBERG PRO FORMA HISTORICAL HISTORICAL ADJUSTMENTS PRO FORMA ----------- ---------- ----------- ----------- (a) REVENUES: Information and applied technology............... $35,708,540 $ -- $ -- $35,708,540 Media and entertainment..... 902,902 204,212 -- 1,107,114 ----------- --------- --------- ----------- Total revenues...... 36,611,442 204,212 -- 36,815,654 COST OF REVENUES: Information and applied technology............... 31,798,637 -- -- 31,798,637 Media and entertainment..... 1,722,728 25,991 -- 1,748,719 ----------- --------- --------- ----------- Total cost of revenues......... 33,521,365 25,991 -- 33,547,356 GROSS PROFIT.................. 3,090,077 178,221 -- 3,268,298 GENERAL AND ADMINISTRATIVE EXPENSES.................... 3,052,803 707,491 (119,489)(a) 3,640,805 ----------- --------- --------- ----------- OPERATING INCOME (LOSS)....... 37,274 (529,270) 119,489 (372,507) INTEREST EXPENSE, net......... 543,361 -- 82,500(b) 625,861 LOSS ON EQUITY METHOD INVESTMENT.................. 23,223 -- -- 23,223 ----------- --------- --------- ----------- LOSS BEFORE INCOME TAX........ (529,310) (529,270) 36,989 (1,021,591) INCOME TAX BENEFIT............ 186,000 179,915 (14,056)(c) 351,859 ----------- --------- --------- ----------- NET LOSS...................... $ (343,310) (349,355) $ 22,933 $ (669,732) =========== ========= ========= =========== PRO FORMA NET LOSS, PER COMMON SHARE BASIC................. $ (0.06) WEIGHTED AVERAGE NUMBER OF COMMON SHARES USED IN COMPUTING PRO FORMA NET LOSS PER SHARE -- BASIC.......... 10,497,765 ===========
F-47 132 DYNACS INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. GENERAL: The accompanying pro forma information presents the pro forma financial position of Dynacs Inc. and subsidiaries (the Company) as of March 31, 2000, and the pro forma results of operations for the nine-month period ended September 30, 1999, and the six-month period ended March 31, 2000. The historical financial statements of the Company were derived from the consolidated balance sheet as of March 31, 2000 and the consolidated statements of income for the nine-, and six-month periods ended September 30, and March 31, 2000. See the Consolidated Financial Statements and notes thereto for the Company included elsewhere in the Prospectus. 2. ACQUISITION OF CERULEAN COLORIZATION LLC: During 1999, the Company established Cerulean FXs, Inc., a wholly-owned subsidiary. On August 13, 1999, Cerulean FXs, Inc. acquired all of the membership interests in Cerulean Colorization LLC and issued to its members 20 percent of the shares of Cerulean FXs, Inc. (the Cerulean Members). The shares issued in the exchange were valued at $1,967,262 and are exchangeable at the option of the Cerulean Members into 912,064 shares of Dynacs common stock, upon certain events or automatically convert upon the Company's registration statement being declared effective by the Securities and Exchange Commission (SEC). The acquisition has been accounted for under the purchased method of accounting. 3. PROPOSED ACQUISITION OF SHERMAN GRINBERG FILM LIBRARIES, INC. During May 2000, the company entered into a non-binding letter of intent to acquire Sherman Grinberg Film Libraries, Inc. (Grinberg) in exchange for a maximum of 1,100,000 shares of Company stock. Under the terms of the letter of intent, the Company and Grinberg will enter into a definitive stock purchase agreement upon the effective date of the Company's initial public offering. The acquisition has been accounted for under the purchased method of accounting. 4. ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED BALANCE SHEET: (a) Reflects the proposed acquisition of Grinberg and assumes the issuance of the maximum number of shares under the letter of intent. Under the proposed acquisition assets and liabilities were adjusted to their fair market value as follows: Film library...................................... $2,272,480 Other assets...................................... $ 150,000 Goodwill.......................................... $2,519,198 Deferred tax liabilities.......................... $ (904,955)
In addition, Grinberg's existing common stock of $5,359, additional paid-in capital of $8,081,309 and accumulated deficit of ($2,933,341) were eliminated. The 1,100,000 shares issued by the Company to the sellers were valued at $11,000,000 and resulted in common stock of $11,000 and additional paid in capital of $10,989,000 being recorded. (b) Reflects the revaluation of the discount on the Mezzanine loans related to the detachable warrants (348,000) and the beneficial conversion feature ($1,653,000) which have been included as an increase in additional paid in capital. (c) Reflects the issuance of 3,000,000 shares of common stock related to the proposed offering based on an offering price of $10 per common share less offering costs of $3,150,000. The issuance F-48 133 DYNACS INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) results in an increase of $30,000 and $26,820,000 in common stock and additional paid-in capital, respectively. (d) Reflects the use of $1,500,000 proceeds of the proposed offering to repay certain long-term debt outstanding as of March 31, 2000. (e) Reflects the issuance of 912,064 shares of common stock to sellers of the equity interest in Cerulean Colorization, LLC upon closing of this offering and a reclassification of the $393,452 minority interest into $9,121 of common stock and $384,331 of additional paid in capital. (f) Reflects the conversion of the Mezzanine Notes into 483,334 shares of common stock resulting in an increase in common stock of $4,833 and a decrease in additional paid-in-capital of $4,833. (g) Reflects the exercise of warrants issued in connection with the Mezzanine Notes into 635,050 shares of common stock resulting in an increase in common stock of $6,351 and a decrease in additional paid-in-capital of $6,351. (h) Reflects the exercise of options to purchase 255,480 shares of common stock by the Company's President at $.02 per share. Results in an increase in cash of $5,110, an increase in common stock of $2,555 and an increase in additional paid in capital of $2,555. 5. ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 1999: (a) Reflects the inclusion of the operations of Cerulean FX, Inc. from January 1, 1999 to August 13, 1999, the date of acquisition. During the period from January 1, 1999 to August 13, 1999, Cerulean FX, Inc. outsourced all colorization work to the Company. The pro forma adjustments eliminate $1,258,514 of revenue and the associated cost of colorization revenue incurred by the Company for Cerulean FX, Inc. (b) Reflects the inclusion of the operations of Grinberg under the proposed acquisition from January 1, 1999 to September 30, 1999. The pro forma adjustments include the elimination of $348,009 of depreciation and amortization and the amortization of purchase goodwill of $125,962 and the non-compete agreement of $37,500. (c) Reflects the increase in interest expense related to the issuance of the Mezzanine Notes as of January 1, 1999 to the date of assumed conversion on April 30, 1999, 120 days after issuance. Interest expense includes interest of $76,300, amortization of discount of $1,247,000, amortization of beneficial conversion feature of $1,653,000 and amortization of debt issuance of cost $290,000. (d) Reflects a reduction in interest expense of $123,750 resulting from the use of certain proceeds of the offering to reduce long-term debt. (e) For the nine months ended September 30, 1999, reflects the provision for income taxes as if the Company's subsidiaries were C Corporations during the period presented. 6. ADJUSTMENTS TO THE PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX-MONTHS ENDED MARCH 31, 2000: (a) Reflects the inclusion of the operations of Grinberg under the proposed acquisition from October 1, 1999, to March 31, 2000. The pro forma adjustments include the elimination of $228,464 F-49 134 DYNACS INC. AND SUBSIDIARIES NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) of depreciation and amortization and the amortization of purchase goodwill of $83,975 and the non-compete agreement of $25,000. (b) Reflects a reduction in interest expense of $82,500 resulting from the use of certain proceeds of the offering to reduce long-term debt. (c) For the six months ended March 31, 2000, reflects the provision for income taxes as if the Company's subsidiaries were C Corporations during the period presented. 7. PRO FORMA SHARES: The weighted average shares used in computing pro forma net income per share are as follows:
NINE MONTHS SIX MONTHS ENDED ENDED SEPTEMBER 30, MARCH 31, 1999 2000 ------------- ---------- Weighted average outstanding shares of common stock.... 6,859,644 6,961,837 Shares of common stock issued to purchase Cerulean..... 912,064 912,064 Conversion of mezzanine notes into shares of common stock................................................ 325,993 483,334 Exercise of warrants issued in connection with mezzanine notes...................................... 635,050 635,050 Shares of common stock issued to purchase Grinberg..... 1,100,000 1,100,000 Certain common stock issued in the offering............ 150,000 150,000 Options exercised by the Company's President........... 255,480 255,480 ---------- ---------- Pro forma, as adjusted shared........................ 10,238,231 10,497,765 ========== ==========
F-50 135 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- NO DEALER, SALESPERSON OR OTHER PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO REPRESENT ANYTHING NOT CONTAINED IN THIS PROSPECTUS. YOU MUST NOT RELY ON ANY UNAUTHORIZED INFORMATION OR REPRESENTATIONS. THIS PROSPECTUS IS AN OFFER TO SELL ONLY THE SHARES OFFERED HEREBY, BUT ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS CURRENT ONLY AS OF ITS DATE. ------------------------ 3,000,000 SHARES DYNACS INC. COMMON STOCK ------------------------ H. C. WAINWRIGHT & CO., INC. ROTH CAPITAL PARTNERS, INC. ------------------------ Through and including , 2000 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 136 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Estimated expenses (other than underwriting discounts and commissions and the underwriters' non-accountable expense allowance) payable in connection with the sale of the Common Stock offered hereby are as follows: SEC registration fee........................................ $ 11,065 NASD filing fee............................................. 5,126 Nasdaq National Market listing fee.......................... 78,875 Printing and engraving expenses............................. 175,000 Legal fees and expenses..................................... 200,000 Accounting fees and expenses................................ 250,000 Blue Sky fees and expenses (including legal fees)........... 10,000 Transfer agent and registrar fees and expenses.............. 5,000 Miscellaneous............................................... 14,934 TOTAL............................................. 750,000 ========
Dynacs will bear all expenses shown above. ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Delaware General Corporation Law and Dynacs' charter and by-laws provide for indemnification of Dynacs' directors and officers for liabilities and expenses that they may incur in such capacities. In general, directors and officers are indemnified with respect to actions taken in good faith in a manner reasonably believed to be in, or not opposed to, the best interests of Dynacs and, with respect to any criminal action or proceeding, actions that the indemnitee had no reasonable cause to believe were unlawful. Reference is made to Dynacs' charter and by-laws filed as Exhibits 3.1 and 3.2 hereto, respectively. The Underwriting Agreement provides that the underwriters are obligated, under some circumstances, to indemnify directors, officers and controlling persons of Dynacs against some liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Reference is made to the form of Underwriting Agreement filed as Exhibit 1.1 hereto. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES. In the three fiscal years preceding the filing of this registration statement, Dynacs has issued the following securities that were not registered under the Securities Act of 1933, as amended (the "Act"): - On January 25, 1999, Dynacs issued options for the purchase of 459,866 shares of common stock to Ravi Venugopal which Mr. Venugopal immediately exercised for the aggregate consideration of $1,127,700. Of this amount, Mr. Venugopal paid $2,000 in cash and the balance of $1,125,700 by issuing to Dynacs a promissory note which is also secured by a pledge of these shares. This note bears interest at the prime rate per annum and matures on January 1, 2001. The options and shares were issued pursuant to Rule 701 under the II-1 137 Securities Act because Dynacs was not a reporting company under the Securities Exchange Act of 1934 at the time of the grant, and the grant was to an employee pursuant to a compensatory plan. - In August 1999, Dynacs issued to Ramesh Venugopal, a brother of Ravi Venugopal, who is a senior Vice President and the Secretary of Dynacs, an aggregate of 114,966 shares of Dynacs' common stock as compensation for Mr. Venugopal's services in setting up the new Dynacs Digital Media Products facility in Batam, Indonesia and for the management of such facility through December 31, 1999. Those shares were issued pursuant to Section 4(2) of the Securities Act in that the issuance did not involve a public offering. - In August 1999, in connection with our acquisition of Cerulean FXs, Inc., we agreed to issue, upon the consummation of this offering, an aggregate of 912,064 shares of our common stock to Michael Burns, a director-nominee, William Dallas, John Feltheimer and Offense Group Associates, L.P. upon the automatic conversion of their equity interest in our subsidiary, Cerulean FXs, Inc. and options to purchase an aggregate of 255,480 shares of our common stock under our 1999 Long-Term Incentive Plan to Michael Burns, a director-nominee, Stephen Strick and Tracy Pearce. In addition, Michael Burns, a director-nominee, has the right to receive options to purchase 51,097 shares of common stock under the plan in the event we obtain contracts for colorization services in an aggregate amount of $10.0 million no later than August 12, 2002. These options and shares were issued pursuant to Section 4(2) of the Securities Act in that the issuance did not involve a public offering. - During the period November 1999 through March 2000, the Company issued to a group of accredited investors an aggregate of $2,900,000 in principal amount of Mezzanine Notes. Each investor received five year warrants to purchase 21,899 shares of our common stock for each $100,000 principal amount of Mezzanine Notes purchased. $1,000,000 principal amount of Mezzanine Notes were sold in "Mezzanine I" during November 1999 and January 2000, and warrants to purchase 218,985 shares of common stock were issued. $1,900,000 aggregate principal amount of Mezzanine Notes were sold in "Mezzanine II" during February and March 2000 and warrants to purchase 416,065 shares of common stock were issued in connection with Mezzanine II (collectively, the "Mezzanine Warrants"). In addition, in connection with the Mezzanine Financings, warrants to purchase an aggregate of 62,834 shares of common stock were issued to H.C. Wainwright & Co., Inc. in consideration for services rendered as placement agent. The Mezzanine Notes, the Mezzanine Warrants and the warrants issued to Wainwright were issued pursuant to Section 4(2) of the Act in that the issuance did not involve a public offering. ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits:
EXHIBIT NO. EXHIBIT - ------- ------- 1.1 Form of Underwriting Agreement.* 3.1 Restated Certificate of Incorporation.* 3.4 By-laws.* 4.1 Form of Registrant's common stock certificate.* 4.2 Description of Capital Stock (contained in the Certificate of Incorporation filed as Exhibit 3.1).*
II-2 138
EXHIBIT NO. EXHIBIT - ------- ------- 4.3 Form of Representatives' Warrants, including form of warrant certificate.* 5.1 Form of opinion of Frankfurt, Garbus, Kurnit, Klein & Selz, P.C., counsel to the Registrant. 10.1 1999 Long-Term Incentive Plan of the Registrant.* 10.2 Contract with The Boeing Company under Purchase Order No. HX3259 effective as of September 22, 1994, as amended.* 10.3 Contract with NASA under Contract No. NAS10-98001 effective as of October 1, 1997, as amended.+ 10.4 Contract with NASA under Contract No. NAS3-98008 effective as of June 1, 1998, as amended.+ 10.5 Form of Employment Agreement between the Registrant and Ramendra Singh. 10.6 Form of Employment Agreement between the Registrant and Ravi Venugopal. 10.7 Form of Employment Agreement between the Registrant and Harry W. Schubele III. 10.8 Form of Employment Agreement between the Registrant and Jayant Ramakrishnan. 10.9 Form of Employment Agreement between the Registrant and Javier E. Benavente. 10.10 Form of Employment Agreement between the Registrant and Robert Rodriguez. 10.11 Warrant and Senior Subordinated Convertible Note Purchase Agreement dated as of November 4, 1999 among the Registrant and the Investors identified therein (including form of Note and Warrant).* 10.12 Second Warrant and Senior Subordinated Convertible Note Purchase Agreement dated as of March 15, 2000 among the Registrant and the Investors identified therein (including form of Note and Warrant).* 10.13 Shareholder Agreement dated as of August 13, 1999 among the Registrant, current shareholders of Registrant and former owners of Cerulean Colorization, L.L.C.* 10.14 Registration Rights Agreement dated August 13, 1999 among the Registrant, current shareholders of Registrant and former owners of Cerulean Colorization, L.L.C.* 10.15 Exchange Agreement dated August 13, 1999 among former owners of Cerulean and Registrant.* 10.16 Contribution and Exchange Agreement dated as of August 12, 1999 among Registrant, Cerulean FXs, Inc., and former owners of Cerulean FXs, Inc.* 10.17 Demand Promissory Note and Loan Agreement dated February 20, 1999 between First National Bank of Florida and the Registrant for $4,000,000.* 10.18 Lease Agreement dated as of October 23, 1998 between TechPark Limited Partnership and the Registrant.* 10.19 Lease Agreement dated as of January 1, 1999 between the Registrant and Dynacs Properties, Inc.* 10.20 Factory Lease Agreement between PT Batamindo Investment Corporation and Dynacs Digital Studios PTE Ltd. dated November 3, 1998.* 10.21 Promissory note, dated October 6, 1997, payable by the Registrant to Venugopal Srnivasan and Ranjini Srinivasan for the principal amount of $200,000.* 10.22 Promissory note, dated February 15, 1999, payable by the Registrant to Venugopal Srinivasan for the principal amount of $110,000.*
II-3 139
EXHIBIT NO. EXHIBIT - ------- ------- 10.23 Promissory note, dated March 30, 1999, payable by the Registrant to Ramendra P. Singh for the principal amount of $160,000.* 10.24 Promissory note, dated June 10, 1999, payable by the Registrant to Peter Likins for the principal amount of $400,000.* 10.25 Promissory note, dated June 10, 1999, payable by the Registrant to Robert Skelton for the principal amount of $200,000 and extension thereof.* 10.26 Promissory note, dated February 23, 1999, payable by the Registrant to Ravi Venugopal for the principal amount of $248,000.* 10.27 Promissory note, dated August 23, 1999, payable by the Registrant to April Singh for the principal amount of $89,301.* 10.28 Form of Lock-up Agreement.* 10.29 Business Loan Agreement, dated July 7, 2000, between the Registrant and First National Bank of Florida. 10.30 Demand Promissory Note, dated July 7, 2000, payable by the Registrant to First National Bank of Florida in the amount of $4,000,000. 10.31 Commercial Security Agreement, dated July 7, 2000, between the Registrant and First National Bank of Florida. 10.32 Commercial Guaranty, dated July 7, 2000, from Ramendra P. Singh to First National Bank of Florida. 16.1 Letter on change in certifying accountant.* 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Arthur Andersen LLP (Dynacs). 23.2 Consent of Hoyman, Dobson & Company P.A. 23.3 Consent of Frankfurt, Garbus, Kurnit, Klein & Selz, P.C. (included in Exhibit 5.1). 23.4 Consent of Yohalem Gillman & Company LLP.* 23.5 Consent of Arthur Andersen LLP (Cerulean). 24.1 Power of Attorney (included in the signature page to the registration statement).* 27.1 Financial Data Schedule. (Dynacs Inc.)* 27.2 Financial Data Schedule. (Cerulean Colorization, L.L.C.)* 27.3 Financial Data Schedule (Sherman Grinberg Film Libraries, Inc.)* 99.1 Consent of Michael G. Bolton, as Director-Nominee.* 99.2 Consent of Michael R. Burns, as Director-Nominee.* 99.3 Consent of Peter Likins, as Director-Nominee.* 99.4 Consent of Robert E. Skelton, as Director-Nominee.* 99.5 Waiver, dated August 20, 1999, from Small Business Administration.*
- ------------------------- * Previously filed. + Confidential information omitted and filed separately with the Commission. II-4 140 (b) Financial Statement Schedules. Schedule II -- Valuation and Qualifying Accounts All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which it offers or sales are being made, a post-effective amendment to this registration statement to: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the "Securities Act"); (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b), if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement. (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counselor the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such II-5 141 indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned registrant hereby undertakes (1) to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser; (2) that for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective; and (3) that for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-6 142 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palm Harbor, Florida, on July 17, 2000. DYNACS INC. By: * ------------------------------------ Ramendra P. Singh Chief Executive Officer, President and Director SIGNATURES Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE(S) DATE --------- -------- ---- * Chief Executive Officer, July 17, 2000 - --------------------------------------------------- President and Director Ramendra P. Singh (Principal Executive Officer) /s/ ROBERT RODRIGUEZ Chief Financial Officer July 17, 2000 - --------------------------------------------------- (Principal Financial and Robert Rodriguez Accounting Officer) *By: /s/ ROBERT RODRIGUEZ --------------------------------------------- Robert Rodriguez, Attorney-in-fact
II-7 143 EXHIBIT INDEX
EXHIBIT NO. EXHIBIT - ------- ------- 1.1 Form of Underwriting Agreement.* 3.1 Restated Certificate of Incorporation.* 3.4 By-laws.* 4.1 Form of Registrant's common stock certificate.* 4.2 Description of Capital Stock (contained in the Certificate of Incorporation filed as Exhibit 3.1).* 4.3 Form of Representatives' Warrants, including form of warrant certificate.* 5.1 Form of opinion of Frankfurt, Garbus, Kurnit, Klein & Selz, P.C., counsel to the Registrant. 10.1 1999 Long-Term Incentive Plan of the Registrant.* 10.2 Contract with The Boeing Company under Purchase Order No. HX3259 effective as of September 22, 1994, as amended.* 10.3 Contract with NASA under Contract No. NAS10-98001 effective as of October 1, 1997, as amended.+ 10.4 Contract with NASA under Contract No. NAS3-98008 effective as of June 1, 1998, as amended.+ 10.5 Form of Employment Agreement between the Registrant and Ramendra Singh. 10.6 Form of Employment Agreement between the Registrant and Ravi Venugopal. 10.7 Form of Employment Agreement between the Registrant and Harry W. Schubele III. 10.8 Form of Employment Agreement between the Registrant and Jayant Ramakrishnan. 10.9 Form of Employment Agreement between the Registrant and Javier E. Benavente. 10.10 Form of Employment Agreement between the Registrant and Robert Rodriguez. 10.11 Warrant and Senior Subordinated Convertible Note Purchase Agreement dated as of November 4, 1999 among the Registrant and the Investors identified therein (including form of Note and Warrant).* 10.12 Second Warrant and Senior Subordinated Convertible Note Purchase Agreement dated as of March 15, 2000 among the Registrant and the Investors identified therein (including form of Note and Warrant).* 10.13 Shareholder Agreement dated as of August 13, 1999 among the Registrant, current shareholders of Registrant and former owners of Cerulean Colorization, L.L.C.* 10.14 Registration Rights Agreement dated August 13, 1999 among the Registrant, current shareholders of Registrant and former owners of Cerulean Colorization, L.L.C.* 10.15 Exchange Agreement dated August 13, 1999 among former owners of Cerulean and Registrant.* 10.16 Contribution and Exchange Agreement dated as of August 12, 1999 among Registrant, Cerulean FXs, Inc., and former owners of Cerulean FXs, Inc.* 10.17 Demand Promissory Note and Loan Agreement dated February 20, 1999 between First National Bank of Florida and Registrant for $4,000,000.* 10.18 Lease Agreement dated as of October 23, 1998 between TechPark Limited Partnership and the Registrant.* 10.19 Lease Agreement dated as of January 1, 1999 between the Registrant and Dynacs Properties, Inc.* 10.20 Factory Lease Agreement between PT Batamindo Investment Corporation and Dynacs Digital Studios PTE Ltd. dated November 3, 1998.*
144
EXHIBIT NO. EXHIBIT - ------- ------- 10.21 Promissory note, dated October 6, 1997, payable by the Registrant to Venugopal Srinivasan and Ranjini Srinivasan for the principal amount of $200,000.* 10.22 Promissory note, dated February 15, 1999, payable by the Registrant to Venugopal Srinivasan for the principal amount of $110,000, and extension thereof.* 10.23 Promissory note, dated March 30, 1999, payable by the Registrant to Ramendra P. Singh for the principal amount of $160,000, and extension thereof.* 10.24 Promissory note, dated June 10, 1999, payable by the Registrant to Peter Likins for the principal amount of $400,000, and extension thereof.* 10.25 Promissory note, dated June 10, 1999, payable by the Registrant to Robert Skelton for the principal amount of $200,000, and extension thereof.* 10.26 Promissory note, dated February 23, 1999, payable by the Registrant to Ravi Venugopal for the principal amount of $248,000.* 10.27 Promissory note, dated August 23, 1999, payable by the Registrant to Anil Singh for the principal amount of $89,301 and extension thereof.* 10.28 Form of Lock-up Agreement.* 10.29 Business Loan Agreement, dated July 7, 2000, between the Registrant and First National Bank of Florida. 10.30 Demand Promissory Note, dated July 7, 2000, payable by the Registrant to First National Bank of Florida in the amount of $4,000,000. 10.31 Commercial Security Agreement, dated July 7, 2000, between the Registrant and First National Bank of Florida. 10.32 Commercial Guaranty, dated July 7, 2000, from Ramendra P. Singh to First National Bank of Florida. 16.1 Letter on change in certifying accountant.* 21.1 Subsidiaries of the Registrant.* 23.1 Consent of Arthur Andersen LLP (Dynacs). 23.2 Consent of Hoyman, Dobson & Company P.A. 23.3 Consent of Frankfurt, Garbus, Kurnit, Klein & Selz, P.C. (included in Exhibit 5.1). 23.4 Consent of Yohalem Gillman & Company LLP.* 23.5 Consent of Arthur Andersen LLP (Cerulean). 24.1 Power of Attorney (included in the signature page to the registration statement).* 27.1 Financial Data Schedule. (Dynacs Inc.)* 27.2 Financial Data Schedule. (Cerulean Colorization, L.L.C.)* 27.3 Financial Data Schedule (Sherman Grinberg Film Libraries, Inc.)* 99.1 Consent of Michael G. Bolton, as Director-Nominee.* 99.2 Consent of Michael R. Burns, as Director-Nominee.* 99.3 Consent of Peter Likins, as Director-Nominee.* 99.4 Consent of Robert E. Skelton, as Director-Nominee* 99.5 Waiver, dated August 20, 1999, from U.S. Small Business Administration.*
- ------------------------- * Previously filed. + Confidential information omitted and filed separately with the Commission. EX-5.1 2 ex5-1.txt FORM OF OPINION OF FRANKFURT GARBUS ET AL 1 Exhibit 5.1 Form of Frankfurt, Garbus, Kurnit, Klein & Selz, PC Opinion H.C. Wainwright & Co., Inc. Roth Capital Partners, Inc. As Representatives of the Several Underwriters Listed on Schedule A hereto c/o H.C. Wainwright & Co., Inc. One Boston Place, 40th Floor Boston, Massachusetts 02108 Ladies and Gentlemen: In connection with a Registration Statement (File No. 333-33516) on Form S-1 (the "Registration Statement") and the prospectus included therein (the "Prospectus"), as filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), and the rules and regulations under the Act (the "Rules"), this opinion is furnished to you, as the representatives of the several underwriters listed on Schedule A attached hereto (the "Underwriters"), in connection with the sale on the date hereof to the Underwriters by Dynacs Inc., a Delaware corporation (the "Company"), of an aggregate of 3,000,000 shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), an additional 450,000 shares of Common Stock (collectively referred to herein as the "Shares") which may be offered by the Company and certain selling stockholders in order to cover over-allotments and the sale to H.C. Wainwright & Co., Inc. ("Wainwright") warrants (the "Representative Warrants") for the purchase of an additional 300,000 shares of Common Stock (the "Representative Shares") pursuant to a representative's warrant agreement (the "Representative's Warrant Agreement"). In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): (i) the Registration Statement, (ii) the Prospectus, (iii) the form of Underwriting Agreement (included as Exhibit 1 to the Registration Statement), (iv) the Company's Restated Certificate of Incorporation and Restated Bylaws, and (v) records of certain of the Company's corporate proceedings and such other documents as we have deemed necessary or appropriate as a basis for the opinions hereinafter expressed. We express no opinion as to the enforceability or effect of any document not specifically described herein. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such latter documents. As to various questions of fact material to this opinion, we have relied 2 solely upon the representations and warranties of the Company contained in the respective Documents and upon a certificate of an officer of the Company, but without any further independent investigation. In addition, we have obtained and relied upon such certificates and written assurances from public officials as we have deemed necessary. We have assumed that such representations and warranties, and such certifications and assurances are true, correct and complete. As used in this opinion, the expression "to our knowledge" with reference to matters of fact means that, after an examination of documents made available to us by Company and based on the respective representations and warranties of Company in the respective Documents and upon such certificate of an officer of Company, but without any further independent factual investigation, we find no reason to believe that the opinions expressed herein are factually incorrect. Further, the expression "to our knowledge" with reference to matters of fact refers to the current actual knowledge of attorneys of this firm who have worked on matters for Company solely in connection with the Documents. Except to the extent expressly set forth hereinabove, we have not undertaken any independent investigation to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of Company or the rendering of the opinions set forth below. In rendering the opinions expressed herein, we have also assumed (i) the due authorization of the Documents by all parties thereto other than Company; (ii) that all parties to the Documents other than Company have the full power and legal right to enter into the Documents and to consummate the transactions contemplated thereby and the Documents are enforceable against such parties in accordance with their terms (except to the extent stated in the opinion expressed in paragraph 7); (iii) that all parties to the Documents other than Company have duly executed and delivered the Documents; and (iv) that all parties to the Documents other than Company will fully and completely perform their respective obligations under the Documents. We are members of the bar of the State of New York and we do not herein express any opinion as to any matters governed by any laws other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the laws of the United States of America. Certain of the opinions rendered herein are qualified by the discussion following the numbered paragraphs in our opinion. Based upon the foregoing, and subject to the qualifications and exceptions heretofore and hereinafter set forth, we are of the opinion that: 1. the Company and each of its subsidiaries (each, a "Subsidiary"): (A) has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of organization, (B) is duly qualified and licensed and in good standing as a foreign corporation in each jurisdiction in which its ownership or leasing of any properties or the character of its operations requires such qualification or licensing, and (C) has all requisite corporate power and authority; and the Company and each Subsidiary has obtained any and all necessary authorizations, approvals, orders, licenses, certificates, franchises and permits of and from all governmental or regulatory officials and bodies (including, without limitation, those having jurisdiction over environmental or similar matters), to own or lease their 2 3 respective properties and conduct their respective business as described in the Prospectus; the Company and each Subsidiary is and has been doing business in material compliance with all such authorizations, approvals, orders, licenses, certificates, franchises and permits and all federal, state and local laws, rules and regulations; the Company and each Subsidiary has not received any notice of proceedings relating to the revocation or modification of any such authorization, approval, order, license, certificate, franchise, or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially adversely affect the business, operations, condition, financial or otherwise, or the earnings, business affairs, position, prospects, value, operation, properties, business or results of operations of the Company or any Subsidiary. The disclosures in the Registration Statement concerning the effects of federal, state and local laws, rules and regulations on the business of the Company or any Subsidiary as currently conducted and as contemplated are correct in all material respects and do not omit to state a fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made; 2. to the best of such counsel's knowledge, other than the Subsidiaries the Company does not own an interest in any other corporation, partnership, joint venture, trust or other business entity; 3. the Company has a duly authorized, issued and outstanding capitalization as set forth in the Prospectus, and any amendment or supplement thereto, under "Capitalization" and "Description of Securities," and neither the Company nor any Subsidiary is a party to or bound by any instrument, agreement or other arrangement providing for it to issue any capital stock, rights, warrants, options or other securities, except for this Agreement, the Representative's Warrant Agreement and as described in the Prospectus. The Securities, and all other securities issued or issuable by the Company conform in all material respects to all statements with respect thereto contained in the Registration Statement and the Prospectus. All issued and outstanding securities of the Company have been duly authorized and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive rights of any holders of any security of the Company or any Subsidiary, as the case may be. The Shares, the Representative's Warrants and the Representative's Shares to be sold by the Company hereunder and under the Representative's Warrant Agreement are not and will not be subject to any preemptive or other similar rights of any stockholder, have been duly authorized and, when issued, paid for and delivered in accordance with the terms hereof, will be validly issued, fully paid and non-assessable and conform to the description thereof contained in the Prospectus; the holders thereof will not be subject to any liability solely as such holders; all corporate action required to be taken for the authorization, issue and sale of the Shares, the Representative's Warrants and the Representative's Shares has been duly and validly taken, and the certificates representing the Shares and the Representative's Warrants are in due and proper form. The Representative's Warrants constitute valid and binding obligations of the Company to issue and sell, upon exercise thereof and payment therefor, the number and type of securities of the Company called for thereby. Upon the issuance and delivery pursuant to this Agreement and the Representative's Warrant Agreement of the Shares and the Representative's Warrants, respectively, to be sold by the Company, the Underwriters and the Representatives, respectively, will acquire good and marketable title to the Shares and the Representative's Warrants free and clear of any pledge, lien, charge, claim, encumbrance, pledge, security 3 4 interest, or other restriction or equity of any kind whatsoever. No transfer tax is payable by or on behalf of the Underwriters in connection with (A) the issuance by the Company of the Shares, (B) the purchase by the Underwriters and the Representatives of the Shares and the purchase by Wainwright of the Representative's Warrants, respectively, from the Company, (C) the consummation by the Company of any of its obligations under this Agreement or the Representative's Warrant Agreement, or (D) resales of the Shares in connection with the distribution contemplated hereby; 4. the Registration Statement is effective under the Act, and, if applicable, filing of all pricing information has been timely made in the appropriate form under Rule 430A, and no stop order suspending the use of the Preliminary Prospectus, the Registration Statement or Prospectus or any part of any thereof or suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best of such counsel's knowledge threatened or contemplated under the Act; 5. each of the Preliminary Prospectus, the Registration Statement, and the Prospectus and any amendments or supplements thereto (other than the financial statements and other financial and statistical data included therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the Act and the Rules and Regulations; 6. to the best of such counsel's knowledge, (A) there are no agreements, contracts or other documents required by the Act to be described in the Registration Statement and the Prospectus and filed as exhibits to the Registration Statement other than those described in the Registration Statement (or required to be filed under the Exchange Act if upon such filing they would be incorporated, in whole or in part, by reference therein) and the Prospectus and filed as exhibits thereto, and the exhibits which have been filed are correct copies of the documents of which they purport to be copies; (B) the descriptions in the Registration Statement and the Prospectus and any supplement or amendment thereto of contracts and other documents to which the Company or any Subsidiary is a party or by which it is bound, including any document to which the Company or any Subsidiary is a party or by which it is bound, incorporated by reference into the Prospectus and any supplement or amendment thereto, are accurate in all material respects and fairly represent the information required to be shown by Form S-1; (C) there is not pending or threatened against the Company any action, arbitration, suit, proceeding, inquiry, investigation, litigation, governmental or other proceeding (including, without limitation, those involving environmental or similar matters), domestic or foreign, pending or threatened against (or circumstances that may give rise to the same), or involving the properties or business of the Company or any Subsidiary which (x) is required to be disclosed in the Registration Statement which is not so disclosed, (and such proceedings as are summarized in the Registration Statement are accurately summarized in all material respects), (y) questions the validity of the capital stock of the Company or any Subsidiary or this Agreement or the Representative's Warrant Agreement, or of any action taken or to be taken by the Company pursuant to or in connection with any of the foregoing; (D) no statute or regulation or legal or governmental proceeding required to be described in the Prospectus is not described as required; and (E) there is no action, suit or proceeding pending, or threatened, against or affecting the Company or any Subsidiary before any court or arbitrator or governmental body, agency or official (or any basis thereof known to such counsel) in which there is a reasonable possibility of an adverse decision which may result in a material adverse 4 5 change in the condition, financial or otherwise, or the earnings, position, prospects, stockholders' equity, value, operation, properties, business or results of operations of the Company or any Subsidiary, which could adversely affect the present or prospective ability of the Company to perform its obligations under this Agreement or the Representative's Warrant Agreement or which in any manner draws into question the validity or enforceability of this Agreement or the Representative's Warrant Agreement; 7. the Company has full legal right, power and authority to enter into each of this Agreement and the Representative's Warrant Agreement and to consummate the transactions provided for herein and therein; and each of this Agreement and the Representative's Warrant Agreement has been duly authorized, executed and delivered by the Company. Each of this Agreement and the Representative's Warrant Agreement, assuming due authorization, execution and delivery by each other party thereto constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law), and none of the Company's execution or delivery of this Agreement and the Representative's Warrant Agreement, its performance hereunder or thereunder, its consummation of the transactions contemplated herein or therein, or the conduct of its business as described in the Registration Statement, the Prospectus and any amendments or supplements thereto, conflicts with or will conflict with or results or will result in any breach or violation of any of the terms or provisions of, or constitutes or will constitute a default under, or result in the creation or imposition of any lien, charge, claim, encumbrance, pledge, security interest, defect or other restriction or equity of any kind whatsoever upon, any property or assets (tangible or intangible) of the Company or any Subsidiary pursuant to the terms of, (A) the articles of incorporation or by-laws of the Company or any Subsidiary, (B) any license, contract, indenture, mortgage, deed of trust, voting trust agreement, stockholders' agreement, note, loan or credit agreement or any other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them is or may be bound or to which any of their respective properties or assets (tangible or intangible) is or may be subject, or any indebtedness, or (C) any statute, judgement, decree, order, rule or regulation applicable to the Company or any Subsidiary of any arbitrator, court, regulatory body or administrative agency or other governmental agency or body (including, without limitation, those having jurisdiction over environmental or similar matters), domestic or foreign, having jurisdiction over the Company or any Subsidiary or any of their respective activities or properties; 8. except as described in the Prospectus, no consent, approval, authorization or order of, and no filing with, any court, regulatory body, government agency or other body (other than such as may be required under Blue Sky laws, as to which no opinion need be rendered) is required in connection with the issuance of the Shares pursuant to the Prospectus, the issuance of the Representative's Warrants, the performance of this Agreement and the Representative's Warrant Agreement and the transactions contemplated hereby and thereby; 9. the properties and business of the Company and the Subsidiaries conform in all material respects to the description thereof contained in the Registration Statement and the Prospectus; and the Company and each Subsidiary has good and marketable title to, or valid 5 6 and enforceable leasehold estates in, all items of real and personal property stated in the Prospectus to be owned or leased by it, in each case free and clear of all liens, charges, claims, encumbrances, pledges, security interests, defects or other restrictions or equities of any kind whatsoever, other than those referred to in the Prospectus, and liens for taxes not yet due and payable; 10. to the best knowledge of such counsel, none of the Company nor any Subsidiary is in breach of, or in default under, any term or provision of any license, contract, indenture, mortgage, installment sale agreement, deed of trust, lease, voting trust agreement, stockholders' agreement, partnership agreement, note, loan or credit agreement or any other agreement or instrument evidencing an obligation for borrowed money, or any other agreement or instrument to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary may be bound or to which the property or assets (tangible or intangible) of the Company is subject or affected; and neither the Company nor any Subsidiary is in violation of any term or provision of its certificate of incorporation by-laws, or in violation of any franchise, license, permit, judgment, decree, order, statute, rule or regulation; 11. the statements in the Prospectus under "BUSINESS," "MANAGEMENT," "PRINCIPAL STOCKHOLDERS," "CERTAIN TRANSACTIONS," and "DESCRIPTION OF SECURITIES" have been reviewed by such counsel, and insofar as they refer to statements of law, descriptions of statutes, licenses, rules or regulations or legal conclusions, are correct in all material respects; 12. the Shares have been accepted for quotation on Nasdaq; 13. except as described in the Prospectus, to such counsel's knowledge, no person, corporation, trust, partnership, association or other entity has the right to include and/or register any securities of the Company in the Registration Statement, require the Company to file any registration statement or, if filed, to include any security in such registration statement; 14. except as described in the Prospectus, to such counsel's knowledge, there are no claims, payments, issuances, arrangements or understandings for services in the nature of a finder's or origination fee with respect to the sale of the Securities hereunder or financial consulting arrangement or any other arrangements, agreements, understandings, payments or issuances that may affect the Underwriters' compensation, as determined by the NASD; 15. assuming due execution by the parties thereto other than the Company, the Lock-up Agreements are legal, valid and binding obligations of parties thereto, enforceable against the party and any subsequent holder of the securities subject thereto in accordance with its terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors' rights and the application of equitable principles in any action, legal or equitable, and except as rights to indemnity or contribution may be limited by applicable law); and 16. except as described in the Prospectus, the Company does not (A) maintain, sponsor or contribute to any ERISA Plans, (B) maintain or contribute, now or at any time previously, to a defined benefit plan, as defined in Section 3(35) of ERISA, and (C) has never completely or partially withdrawn from a "multiemployer plan". 6 7 Such counsel shall state that such counsel has participated in conferences with officers and other representatives of the Company and representatives of the independent public accountants for the Company at which conferences such counsel made inquiries of such officers, representatives and accountants and discussed the contents of the Preliminary Prospectus, the Registration Statement, the Prospectus, and related matters were discussed and, although such counsel is not passing upon and does not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Prospectus, the Registration Statement and Prospectus, on the basis of the foregoing, no facts have come to the attention of such counsel which lead them to believe that either the Registration Statement or any amendment thereto, at the time such Registration Statement or amendment became effective or the Preliminary Prospectus or Prospectus or amendment or supplement thereto as of the date of such opinion contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (it being understood that such counsel need express no opinion with respect to the financial statements and schedules and other financial and statistical data included in the Preliminary Prospectus, the Registration Statement or Prospectus). Our opinions in paragraph 7 above, with respect to the enforceability of the agreements or provisions thereof referred to in such paragraphs are limited by the following: a. principles of public policy; b. the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors generally; c. the effect of procedural due process, general principles of equity including, without limitation, principles of commercial reasonableness, good faith, and fair dealing, whether such enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought, including the court's failure or refusal to enforce provisions of agreements or documents if enforcement thereof is based upon defaults or breaches which are immaterial to the ultimate performance contemplated thereby or for other reasons deemed equitable by the court; d. we express no opinion regarding the availability of the remedy of specific performance, or of any other equitable remedy or relief, to enforce any right under any agreement or document; and e. we express no opinion as to the enforceability, in any particular circumstance, of any provision of the Documents which provides for the severability of illegal or unenforceable provisions. 7 8 This opinion is solely for your benefit and, without our prior written consent, shall not be quoted in whole or in part, summarized or otherwise referred to, relied upon or filed with or supplied to any other person or entity. We assume no obligation to supplement or update this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in any laws or court decisions which may hereafter occur. We do not render any opinion by implication or any opinion with respect to matters other than those expressly set forth above. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the reference to this firm under the heading "Legal Matters" in the Prospectus which forms a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder. Sincerely, FRANKFURT GARBUS KURNIT KLEIN & SELZ, PC By:_____________________________________ 8 EX-10.3 3 ex10-3.txt CONTRACT WITH NASA 1 Exhibit 10.3 National Aeronautics and Space Administration Engineering Development Contract [Engineering Development Directorate Logo] NAS10-98001 October 1997 2 AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGE UNDER DPAS (15 CFR 700) 1 143 2. CONTRACT (Proc. Inst. Ident.) NO. PRIME: NAS1O-98001 SUBCONTRACT: 3. EFFECTIVE DATE 10/1/1997 4. REQUISITION/PURCHASE REQUEST/PROJECT NO. MR 971003 (F) 5. ISSUED BY: CODE OP-OSO JOHN F. KENNEDY SPACE CENTER, NASA PROCUREMENT OFFICE KENNEDY SPACE CENTER, FL 32899 6. ADMINISTERED BY (If other than item 5) CODE 7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, State and ZIP Code) SUBCONTRACTOR PRIME CONTRACTOR Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Highway Clearwater, FL 34621 Coral Gables, FL 33146 8. DELIVERY |_| FOB ORIGIN |_| OTHER (SEE BELOW) 9. DISCOUNT FOR PROMPT PAYMENT 10. SUBMIT INVOICES ITEM (4 copies unless otherwise specified) See Article G-2 TO THE ADDRESS SHOWN IN: CODE OAVB3 FACILITY CODE 11. SHIP TO/MARK FOR CODE NAS10-98001 12. PAYMENT WILL BE MADE BY: CODE GG-B1-A JOHN F. KENNEDY SPACE CENTER, NASA COST & COMMERCIAL ACCOUNTS BRANCH KENNEDY SPACE CENTER, FL 32899 13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION |X| 15 U.S.C. 637(a)(1) |_| 10 U.S.C. 2304(c) ( ) |_| 41 U.S.C. 253(c) ( ) 14. ACCOUNTING AND APPROPRIATION DATA CW-1/2590C/400000/34/97/PF 15A. ITEM NO. 1 15B. SUPPLIES/SERVICES Engineering Development Contract Basic Period (10/1/97 - 9/30/98) I5C. QUANTITY 1 15D. UNIT Job 15E. UNIT PRICE 15F. AMOUNT Cost $ 15,648,377 Max. AF $ 422,198 15G. TOTAL AMOUNT OF CONTRACT $ 16,070,575 16. TABLE OF CONTENTS (SEE FOLLOWING PAGES) SEC. DESCRIPTION PAGE(S) ---- ----------- ------- PART I -- THE SCHEDULE A SOLICITATION/CONTRACT FORM B SUPPLIES OR SERVICES AND PRICES/COSTS C DESCRIPTIONS/SPECS/WORK STATEMENTS D PACKAGING AND MARKING E INSPECTION AND ACCEPTANCE F DELIVERIES OR PERFORMANCE G CONTRACT ADMINISTRATION DATA H SPECIAL CONTRACT REQUIREMENTS SEC. DESCRIPTION PAGE(S) ---- ----------- ------- PART II - CONTRACT CLAUSES I CONTRACT CLAUSES PART III -- LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. J LIST OF ATTACHMENTS PART IV - REPRESENTATIONS AND INSTRUCTIONS K REPRESENTATIONS, CERTIFICATIONS AND OTHER STATEMENTS OF OFFERORS L INSTRS, CONDS, AND NOTICES TO OFFERORS M EVALUATION FACTORS FOR AWARD CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE 17.|X| CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to sign this document and return 4 copies to issuing office.) Contractor agrees to furnish and deliver all items or perform all the services set forth or otherwise identified above and on any continuation sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract, (b) the solicitation, if any, and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein. (Attachments are listed herein.) 18. |_| AWARD (Contractor is not required to sign this document.) Your offer on Solicitation Number_______, including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as to the items listed above and on any continuation sheets. This award consummates the contract which consists of the following documents: (a) the Government's solicitation and your offer, and (b) this award/contract. No further contractual document is necessary. 19A. NAME AND TITLE OF SIGNER (Type or print) See Tripartite Signature Page (next page) 20A. NAME OF CONTRACTING OFFICER See Tripartite Signature Page (next page) 19B. NAME OF CONTRACTOR BY______________________________________ (Signature of person authorized to sign) 19C. DATE SIGNED 20B. UNITED STATES OF AMERICA BY BY______________________________________ (Signature of Contracting Officer) 20C. DATE SIGNED NSN 7540-01-152-8069 26-107 STANDARD FORM 26 (REV. 4-85) Prescribed By GSA PREVIOUS EDITION UNUSABLE FAR (48 CFR) 53.214(a) 3 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Tripartite Signature Page Contract: NAS10-98001 Subcontract: - -------------------------------------------------------------------------------- SUBCONTRACTOR: Dynacs Engineering Company, Inc. 22870 US Hwy 19, North, Suite 405 Clearwater FL 34621 BY: /s/ Ramen P. Singh DATE: August 11, 1997 NAME AND TITLE: Ramen P. Singh President - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRIME CONTRACTOR: U.S Small Business Administration 1320 South Dixie Hwy Coral Gables, FL 33146 BY:/s/ G. Rey Moran DATE: 9/22/97 NAME AND TITLE: G. Rey Moran U.S Small Business Administration Contracting Officer - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY:/s/ A. Earl Gilbert DATE:9/22/97 NAME AND TITLE: A. Earl Gilbert Contracting Officer - -------------------------------------------------------------------------------- 2 4 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Table of Contents Section Designation Title Page No. - ----------- ----- ------- PART 1 (THE SCHEDULE) Section a Standard Form 26 (Award/Contract).............................. 1 Tripartite Signature Page...................................... 2 Table of Contents.............................................. 3 Section B Supplies or Services and Prices/costs.......................... 7 Article B-1: Type of Contract............................... 7 Article B-2: Effort Required During Contract Performance.... 7 Article B-3: Contract Value................................. 8 Article B-4: Other Direct Costs............................. 8 Article B-5: Options to Extend the Period of Contract and Options for Incremental Increase of Effort..... 8 Article B-6: Options for Other Direct Costs................. 9 Article B-7: KSC 52.231-90 Special Cost Provisions (Mar 1992) (Modified).......................... 10 Article B-8: Incumbent Employee Earned Sick Leave and Sick Leave Accrual.................................. 12 Article B-9: Incumbent Employee Annual Leave Accrual........ 12 Article B-10: Reserved....................................... 12 Article B-11: Coverage of Pre-Existing Medical Conditions.... 13 Article B-12: NFS 1852.232-81 Contract Funding (Jun 1990).... 13 Section C Description/specifications/work Statement ..................... 15 Article C-1: KSC 52.210-90 Scope of Work (Feb 1990) (Modified)..................................... 15 Article C-2: Data Requirements List......................... 15 Section D Packaging and Marking ......................................... 17 Section E Inspection and Acceptance ..................................... 18 Article E-1: Inspection and Acceptance..................... 18 Article E-2: FAR 52.246-3 Inspection of Supplies - Cost- Reimbursement (Apr 1984)...................... 18 Article E-3: FAR 52.246-5 Inspection of Services - Cost- Reimbursement (Apr 1984)...................... 19 Section F Deliveries or Performance .................................... 21 Article F-1: Ksc 52.212-92 Place of Performance (Feb 1990).................................... 21 Article F-2: NFS 1852.211-72 Period of Performance (Dec 1988).................................... 21 Section G Contract Administration Data ................................. 22 Article G-1: FAR 52.252-2 Clauses Incorporated by Reference (Jun 1988).......................... 22 Article G-2: NFS 1852.216-87 Submission of Vouchers for Payment (Dec 1988)............................ 22 3 5 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Table of Contents Section Designation Title Page No. - ----------- ----- ------- Article G-3: NFS 1852.216-76 Award Fee for Service Contracts (Oct 1996) Alternate I (Oct 1996)... 23 Article G-4: NFS 1852.227-72 Designation of New Technology Representative and Patent Representative (Apr 1984)..................... 24 Article G-5: NFS 1852.242-70 Technical Direction (Sep 1993).................................... 24 Article G-6: NFS 1852.245-77 List of Installation-Provided Property and Services (Mar 1989).............. 25 Article G-7: Base Support.................................. 26 Section H Special Contract Requirements ................................. 28 Article H-I: FAR 52.252-2 Clauses Incorporated by Reference (Jun 1988)........................... 28 Article H-2: KSC 52.242-90 Alternate I: Controls Applicable to Contractor's Activities (Sep 1996).......... 28 Article H-3: KSC 52.243-90 Authorized Changes (Feb 1990).... 29 Article H-4: KSC 52.223-95 Reporting of Mishaps (Oct 1996).. 29 Article H-5: KSC 52.223-91 General Safety and Accident Prevention (Feb 1992).......................... 29 Article H-6: KSC 52.223-93 Occupational Health (Feb 1992)... 30 Article H-7: KSC 52.208-90 Motor Vehicle Management (Feb 1990) (Modified).......................... 30 Article H-8: KSC 52.204-90 Security Controls at KSC (Jan 1992)..................................... 30 Article H-9: Permits and Licenses........................... 31 Article H-10: NFS 1852.235-71 Key Personnel and Facilities (Mar 1989)...................................... 32 Article H-11: NFS 1852.242-72 Observance of Legal Holidays (Aug 1992) Alt II (Sep 1989) (Deviation)....... 32 Article H-12: NFS 1852.209-71 Limitation of Future Contracting (Dec 1988)......................... 33 Article H-13: Technology Transfer Program.................... 33 Article H-14: Hazardous Materials/Waste Management........... 34 Article H-15: Performance Based Work Orders.................. 34 PART II (CONTRACT CLAUSES) Section 1 Contract Clauses................................................ 35 Article I-1: FAR 52.252-2 Clauses Incorporated by Reference (Jun 1988)........................... 35 Article I-2: FAR 52.215-42 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data -- Modifications (Jan 1997) -- Alternate IV (Jan 1997)..................................... 38 Article I-3: FAR 52.219-17 Section 8(a) Award (Dec 1996).... 38 Article I-4: FAR 52.219-18 Notification of Competition Limited to Eligible 8(a) Concerns (Jan 1997)... 39 Article I-5: KSC 52.227-90 Management and Protection of Data of Third Parties (Mar 1992)............... 39 Article I-6: Reserved....................................... 40 4 6 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Table of Contents Section Designation Title Page No. - ----------- ----- ------- Article I-7: FAR 52.252-6 Authorized Deviations in Clauses (Apr 1984)..................................... 40 Article I-8: NFS 1852.215-84 Ombudsman (Oct 1996) (Modified)..................................... 40 Article I-9: FAR 52.222-42 Statement of Equivalent Rates for Federal Hires (May 1989) ...................... 40 Article I-10: NFS 1852.237-71 Pension Portability (Jan 1997)..................................... 42 PART III (LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS) Section J List of Attachments.................................... 44 Attachment J-1 Statement of Work...................................... 45 Attachment J-1, Data Requirements List................................. 54 Appendix 1 DRD-00l: Emergency Preparedness Plan ................ 56 DRD-002: Metrics Data Report ........................ 57 DRD-003: Contractor Financial Management Report (NASA Form 533 Series) ........................... 58 DRD-004: Information Technology Reporting ........... 63 DRD-005: Motor Vehicle Utilization Plan ............. 64 DRD-006: Annual Summary of Records Holdings Report .. 65 DRD-007: Information Technology (I/T) Plan .......... 66 DRD-008: Safety Statistics Report (SSR) ............. 67 DRD-009: Acceptance Data Package (ADP) .............. 68 DRD-010: Management Plan ............................ 69 DRD-011: Safety and Health Plan ..................... 70 DRD-012: ISO 9001 Transition Plan ................... 72 DRD-013: Security Plan .............................. 73 DRD-014: Risk Assessments ........................... 74 DRD-015: Work Order Progress Chart .................. 75 DRD-016: Maintenance Plan ........................... 77 DRD-017: Maintenance Status Report .................. 78 DRD-0l8: Work Order Summary Report .................. 79 DRD-019: Automated Information Security Plan ........ 80 DRD-020: Pressure Vessel/System Certification Report. 81 DRD-021: Monthly KSC Headcount Report ............... 82 DRD-022: GIDEP Alert System ......................... 84 DRD-023: Summary Labor Report ....................... 85 DRD-024: Work Order Revision Status Report .......... 87 DRD-025: Technology Transfer Plan ................... 89 DRD-026: Technology Transfer Report ................. 91 DRD-027: Procurement Summary Report ................. 92 DRD-028: Contractor Workforce and Funding Authority Summary Report ............................. 93 DRD-029: Contractor Resource Management Summary and Concerns Report ............................ 94 DRD-030: Work Plan .................................. 95 DRD-031: Equal Opportunity Report ................... 96 Attachment J-1, Safety, Reliability and Maintainability Requirements...... 97 Appendix 2 5 7 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Table of Contents Section Designation Title Page No. - ----------- ----- ------- Attachment J-1, Work Order Procedure.................................. 104 Appendix 3 Attachment J-1, Reference and Applicable Documents.................... 111 Appendix 4 Attachment J-1, Information Technology (I/T) Planning and Review at KSC. Appendix 5 Principles and Goals.................................. 114 Attachment J-2 Installation-provided Government Property Listing..... 116 Attachment J-3 Register of Wage Determination........................ 119 Attachment J-4 Edc Award Fee Evaluation Plan......................... 129 Attachment J-5 Glossary, Acronyms, and Abbreviations................. 134 Attachment J-6 DD Form 254 (Contract Security Classification Specification)........................................ 141 6 8 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section B Supplies or Services and Prices/Cost ARTICLE B-1 TYPE OF CONTRACT This is a cost-plus-award-fee, term form of contract with a level of effort basis. The Contractor is obligated to provide Engineering, Engineering Support, and Facilities and Laboratory Support. Specific requirements will be levied on the Contractor by Work Orders in accordance with the Statement of Work (SOW), Attachment J-1. ARTICLE B-2 EFFORT REQUIRED DURING CONTRACT PERFORMANCE A. The Contractor shall provide non-personal services for NASA as described in Article C-1, "Scope of Work" and Attachment J-1, "Statement of Work" on a level of effort (LOE) basis. In performance of the described work during the contract period set forth below, the Contractor shall not exceed the total labor hours on the contract, including subcontractor and overtime hours. Table B-2 Labor Hours --------------------------------------- Contract Period Minimum Target Maximum --------------- ------- ------ ------- 10/1/97 - 9/30/98 375,502 387,115 398,728 Option Periods 10/1/98 - 9/30/99 375,502 387,115 398,728 10/1/99 - 9/30/00 375,502 387,115 398,728 10/1/00 - 9/30/01 375,502 387,115 398,728 10/1/01 - 9/30/02 375,502 387,115 398,728 B. If the Contractor has not provided the specified minimum quantity of total contract labor hours set forth in the above paragraph A, an equitable downward adjustment will be made in estimated cost and available award fee. The downward adjustment will be based on the difference between the minimum labor hours specified under this Article and the number of labor hours provided by the Contractor. This provision does not affect the Government's right to reduce the quantity of labor hours during the term of this contract pursuant to the Termination Clause (FAR 52.249-6). C. When the total labor hours expended reach 95% of the maximum labor hours specified above, the Contractor shall notify the Contracting Officer as to whether or not the Contractor believes that amount will be sufficient for the balance of the period of performance, or if additional labor hours will be required. In the latter case, the notification shall include the estimated "adequate through" date for the unexpended balance and an estimate of the additional hours required for the balance of the period of performance. If, during the term of the contract, an increase in the specified maximum number of labor hours becomes necessary, the Government may elect to increase the maximum labor hours pursuant to Article B-5, "Options to Extend the Period of Contract and Options for Incremental Increase of Effort". D. As used herein, the term "labor hours" shall include the productive and non-productive time of the employees assigned to this contract (including subcontracted and overtime labor hours). 7 9 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-3 CONTRACT VALUE A. The contract value is comprised of estimated cost and award fee as shown in Table B-3. The Contractor may earn award fee at the end of the twelve month basic period of performance and any twelve month option period, if exercised. Table B-3 Estimated Available Earned Award Adjective Contract Contract Period Cost Award Fee Fee Score Rating Value - ------------------------------------------------------------------------------- 10/1/97 - 9/30/98 $15,648,377 $ 422,198 $TBD TBD TBD $16,070,575 ----------- --------- ----------- Option Periods 10/1/98 - 9/30/99 $15,928,312 $ 433,396 $TBD TBD TBD $16,361,708 ----------- --------- ----------- 10/1/99 - 9/30/00 $16,221,875 $ 445,138 $TBD TBD TBD $16,667,013 ----------- --------- ----------- 10/1/00 - 9/30/01 $16,546,972 $ 458,142 $TBD TBD TBD $17,005,114 ----------- --------- ----------- 10/1/01 - 9/30/02 $16,881,876 $ 471,538 $TBD TBD TBD $17,353,414 ----------- --------- ----------- The fee allocation rate for optional labor hours exercised pursuant to Article B-5 shall be the rate applicable to the current contract period as specified therein. ARTICLE B-4 OTHER DIRECT COSTS Notwithstanding the provisions of Article G-7 entitled "Base Support", the Contractor may be required to provide Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-l, Appendix 3 "Work Order Procedure." These items, classified as Other Direct Costs, include, but are not limited to, materials, supplies, equipment, maintenance services, travel, and training. This action is authorized only if such items/services are not available pursuant to Article G-7 entitled "Base Support." The estimated cost of this contract includes the amount of $5,000,000 in the basic contract period and $5,000,000 in each of the four option periods for the acquisition of such items or services. The costs covered by this article shall be separately accumulated and reported in accordance with DRD-003. Such costs are considered non-fee-bearing. ARTICLE B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT A. Options to Extend the Period of Contract 1. This contract is renewable for the periods identified as options in Table B-3 at the option of the Government. 2. The Government may extend the term of the contract for the quantities of supplies or services and period specified in the Schedule by written modification of this contract before the current contract performance period expires, provided that the Government will give the Contractor a preliminary written notice of intent to extend at least 60 days prior to expiration of any current period of performance. The preliminary notice does not commit the Government to exercise the option. 3. If the Government exercises any option, the extended contract shall be considered to include this option provision. 8 10 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- 4. The total duration of this contract, including the exercise of any option(s) under this clause, shall not exceed five (5) years. 5. It is understood and agreed that any continued performance of services from period to period shall be at the sole determination of the Government and will be contingent upon prior satisfactory performance. Failure to renew the contract for any subsequent period of performance shall not be considered as a termination for the convenience of the Government. B. Options for Incremental Increase of Effort The Government may unilaterally increase the number of labor hours required to be furnished pursuant to Article B-2, during any one year period of performance, by an amount ranging from 1 to 1,935,575 labor hours; provided that the cumulative total of option hours exercised does not exceed 1,935,575 labor hours for the five year contract period. If the Government elects to exercise its option to increase the number of labor hours, the Contractor will be notified by a contract modification executed by the Contracting Officer. If any option is exercised, the number of minimum, target, and maximum labor hours set forth in Table B-2 will be increased by the number of hours exercised. The estimated cost and available award fee in Article B-3 will be increased as follows for each additional labor hour exercised: If Exercised During the Period Option Labor Rate Option Fee Rate 10/01/97 - 09/30/98 $ 26.98 $ 0.00 ------- -------- 10/01/98 - 09/30/99 $ 27.70 $ 0.00 ------- -------- 10/01/99 - 09/30/00 $ 28.45 $ 0.00 ------- -------- 10/01/00 - 09/30/01 $ 29.28 $ 0.00 ------- -------- 10/01/01 - 09/30/02 $ 30.14 $ 0.00 ------- -------- Failure to exercise any option of the contract shall not be considered as a termination for the convenience of the Government. If the Government exercises one or any of the options under this contract, the contract, as amended, shall include all terms and conditions of the contract as it exists immediately prior to the exercise of the additional option(s). ARTICLE B-6 OPTIONS FOR OTHER DIRECT COSTS In addition to the amount for ODC included in Article B-4 as part of the basic contract, the Government may increase the amount available for payment of Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" by not more than the total shown below. These items, classified as Other Direct Costs, include, but are not limited to materials, supplies, equipment, maintenance services, travel and training. If the Government elects to exercise its option to increase the amount available for ODC, the Contractor will be notified by a unilateral Contract Modification executed by the Contracting Officer. Options increasing the amounts available for ODC may be exercised one or more times, at any time during the performance period of this contract, provided that the cumulative total estimated cost exercised does not exceed the amount shown below. The estimated cost in Article B-3 will be adjusted to reflect the amount of option exercised. 9 * Confidential info. has been omitted and filed separately with the Commission. 11 NAS10-98001 (EDC) Section B - --------------------------------------------------------------------------------
CY1 CY2 CY3 CY4 CY5 Total ----------- ----------- ---------- ---------- ----------- ----------- Total ODC $ 5,000,000 $5,000,000 $5,000,000 $5,000,000 $5,000,000 $25,000,000 ----------- ----------- ---------- ---------- ---------- ----------- Indirect Cost Pricing Rate 0.41 0.41% 0.40% 0.40% 0.40% ----------- ----------- ---------- ---------- ---------- Indirect Cost Amount $ 20,622 $ 20,428 $ 20,224 $ 19,998 $ 19,765 $ 101,037 ----------- ----------- ---------- ---------- ---------- ----------- Total ODC + Indirect Costs $ 5,020,622 $ 5,020,428 $5,020,224 $5,019,998 $5,019,765 $25,101,037 ----------- ----------- ---------- ---------- ---------- -----------
ARTICLE B-7 KSC 52.231-90 SPECIAL COST PROVISIONS (MAR 1992) (MODIFIED) Pursuant to the terms of the contract clause entitled "Allowable Cost and Payment (NASA Deviation)", the Contractor shall be reimbursed for such actual and allowable expenditures incurred in the performance of work required by this contract as may be approved by the Contracting Officer subject to the following limitations and provisions: A. Travel - Travel required in the performance of work under this contract must be in accordance with the Contractor's approved written travel policy. B. Provisional Billing Rates and Reimbursement Ceiling Rates 1. Provisional billing rates for indirect cost pools shall be set at the discretion of the Contracting Officer based upon proposals from the Contractor and following review by Government auditors. These provisional rates shall be specified in writing and may be revised either retroactively or prospectively by the Contracting Officer. Prior to each Contractor fiscal year, the Contractor shall submit a proposal for the coming year's provisional billing rates. If during the course of any particular year a significant disparity should arise between the approved provisional billing rates and actual rates, the Contractor shall submit a proposal requesting consideration for revision of the provisional rates to ones more closely reflective of the actual rates anticipated for the year. After expiration of each of its fiscal years, at the time the Contractor submits the final indirect cost rates proposal required by paragraph (d)(2) of FAR 52.216-7, "Allowable Cost and Payment", the provisional billing rates for the year in question shall be changed to the proposed final rates, subject to the reimbursement ceiling rates specified in the contract, and the Contractor shall adjust its billings accordingly. 2. Notwithstanding the terms of the contract clause entitled "Allowable Cost and Payment," the Contractor shall not be reimbursed for General and Administrative Costs in excess of the following ceilings: 10 * Confidential info. has been omitted and filed separately with the Commission. 12 NAS10-98001 (EDC) Section B - --------------------------------------------------------------------------------
G&A CEILING RATES ------------------------------------- Period Base POP(1) Lab Hr OPT(2) ODC Opt(3) ------ ----------- ------------ ---------- October 1, 1997-December 3l, 1997 * % * % * % ----- ----- ----- January 1, 1998-December 3l, 1998 * % * % * % ----- ----- ----- January l, 1999-December 3l, 1999 * % * % * % ----- ----- ----- January l, 2000-December 3l, 2000 * % * % * % ----- ----- ----- January l, 2001-December 3l, 2001 * % * % * % ----- ----- ----- January l, 2002-September 30, 2002 * % * % * % ----- ----- -----
The base for application of G&A Costs is defined as Total Cost Input, excluding G&A expenses. (1)Base performance period, including Basic Contract Period and Options 1, 2, 3, and 4. (2)Options for Incremental Increase of Effort (Article B-5). (3)Options for Other Direct Costs (Article B-6) C. Relocation 1. Reimbursement for relocation costs shall be in accordance with the provisions of FAR 31.205-35. No relocation costs will be reimbursable under this contract for employees whose residence at time of hiring or assignment to this contract was within a fifty (50) mile radius of Kennedy Space Center, Florida. The average reimbursement for relocation costs shall not exceed $5,000 unless authorized by the Contracting Officer. 2. It is mutually agreed that the Contractor shall not be entitled to reimbursement for cost of relocating employees to their "home" site or any other gaining Contractor activity. D. Household Goods Shipments 1. Movement of household goods and personal effects of Contractor employees, when the total transportation costs are to be reimbursed by the Government, shall be made by carriers furnishing reduced rates under Section 107.21 quotations of the Interstate Commerce Act, when such rates are available. The Contractor shall inform the Chief, Transportation Office, FF-52-D, Kennedy Space Center, Florida, Telephone No. (407) 867-2860, of each planned movement, and the transportation office will provide the Contractor with applicable instructions for household goods movement and other support or guidance that is requested. 2. The Contractor shall furnish the Chief, Transportation Office, FF-S2-D, Kennedy Space Center, Florida with advanced information of any planned mass movement of personnel (10 or more families) thirty (30) or more days prior to the start of any major relocations in order to provide the Government with sufficient time for rate negotiation action. 3. Carrier's bill of lading and related shipping documents will be annotated with the following statement: "TRANSPORTATION HEREUNDER IS FOR THE NATIONAL AERONAUTICS AND SPACE ADMINISTRATION, AND THE ACTUAL TOTAL TRANSPORTATION CHARGES PAID TO THE CARRIER(S) BY THE CONSIGNOR OR CONSIGNEE ARE TO BE *Confidential information has been omitted and filed separately with the Commission 11 13 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- REIMBURSED BY THE GOVERNMENT, PURSUANT TO COST REIMBURSABLE CONTRACT NO. NAS10-98001. THIS MAY BE CONFIRMED BY CONTACTING SUCH AGENCY AT (407) 867-2860." 4. One (1) copy of all carriers' bills of lading shall be furnished to the Chief, Transportation Office, FF-S2-D, Kennedy Space Center, Florida on movements of household goods and personal effects which are the result of the relocation of the Contractor employees when the total transportation costs are to be reimbursed by the Government. Requests for deviations from the procedures established by this clause shall be in writing and addressed to the Contracting Officer. 5. Such requests must be made prior to the proposed move and in sufficient time for the Contracting Officer to make a decision. Failure to comply with the provisions of this clause may result in the disallowance of costs which are in excess of those which would have resulted from utilization of reduced rates obtainable under the provisions of this clause. E. Severance Pay - Reimbursement of severance pay shall be in accordance with provisions of FAR 31.205-6(g). However, in no event will the Government reimburse the Contractor for severance pay for any Contractor employee who voluntarily elects to stay in place and work for a succeeding contractor. F. Bonuses to Hourly Employees - To the extent that bonuses paid to employees will result in a retroactive payment to account for the adjustment of the base rate upon which overtime pay is calculated, such retroactive payments shall not be considered allowable costs under this contract. ARTICLE B-8 INCUMBENT EMPLOYEE EARNED SICK LEAVE AND SICK LEAVE ACCRUAL The Contractor shall credit the earned sick leave accounts of those incumbent employees hired on this contract within 30 days of commencing contract performance by transferring the earned sick leave balances of those employees as of the last day of their employment under predecessor contract number NAS 10-11943. The Contractor shall ensure that the sick leave accrual rates of those incumbent employees hired on this contract within 30 days of commencing contract performance are maintained under this contract at the same rate those employees were accruing sick leave as of the last day of their employment under predecessor contract NAS10-11943, the costs of these carry-over hours will not be paid under the successor contract unless used. ARTICLE B-9 INCUMBENT EMPLOYEE ANNUAL LEAVE ACCRUAL The Contractor shall ensure that the annual leave accrual rates of those incumbent employees hired on this contract within 30 days of commencing contract performance are maintained under this contract at the same rate those employees were accruing annual leave as of the last day of their employment under predecessor contract NAS10-11943. ARTICLE B-10 RESERVED 12 14 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
FUNDING ------------------------------------------------------------------------ COST As of Contract ----------------------- TOTAL Mod # Value ODCS OTHER TOTAL FEE COST & FEE ADEQUATE THROUGH DATE ----- ----- ---- ----- ----- ---- ---------- --------------------- Basic $16,070,575 TBD TBD TBD TBD $1,000,000 October 22, 1997 -----------
13 15 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- THIS PAGE INTENTIONALLY LEFT BLANK 14 16 NAS10-98001 (EDC) Section C - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section C Description/Specifications/Work Statement ----------------------------------------- ARTICLE C-1 KSC 52.210-90 SCOPE OF WORK (FEB 1990) (MODIFIED) A. The Contractor shall perform, on a Work Order basis, the effort described in Attachment J-1 entitled "Statement of Work." B. The Government will issue Work Orders to the Contractor in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" for the performance of work under this contract. Each Work Order will define the specific tasks to be performed including performance standards and metric reporting requirements. The Contractor shall accomplish the tasks in accordance with the Work Orders, but such tasks shall not exceed the amount of labor hours set forth in Article B-2 entitled "Effort Required During Contract Performance." C. The Contractor's obligation under this contract may include resolution of unusual or emergency situations or increased work volume which may occur from time to time. Such requirements shall be considered to be within the general scope of the contract, entirely within the Contractor's original contractual obligation, and will not constitute nor be construed as a change within the meaning of the Changes clause of this contract. However, if such work is considered by the Contractor to be outside the scope of his contractual obligation, the Contractor, before performing any effort pursuant to such Government direction, shall refer such questions to the Contracting Officer for resolution. ARTICLE C-2 DATA REQUIREMENTS LIST A. The Contractor shall furnish all data identified and described in Attachment J-1, Appendix 1 (Data Requirements List - KSC Form 16-245, hereinafter called DRL) and in supplemental DRLs to be subsequently furnished to the Contractor for additional data which the Government is authorized to request in accordance with the terms of this contract. Such data shall be prepared in accordance with the Data Requirement Description - KSC Form 16-246 (hereinafter called DRD) attached to the DRL and referenced in the DRL for each line item of data specified in the DRL. B. The Government reserves the right to reasonably defer the dates of delivery of any or all line items of data specified in the DRL. Such right may be exercised at no increase in the contract amount. The Government also reserves the right to terminate the requirement for any or all line items of data specified in the DRL. In the event the Government exercises this right, the contract amount shall be subject to equitable adjustment in accordance with the clause hereof entitled "Changes". C. To the extent that data required to be furnished by other provisions of this contract are also identified and described in the DRL, or supplemental DRLs, and in the DRDs referenced in such DRL(s), compliance with the DRL shall be accepted as compliance with such other provisions. In the event of conflict between the identity and description of data called for by specific provisions of this contract and the DRL or DRDs, the DRL and DRDs shall control the data to be furnished. D. Nothing contained in this Data Requirements List provision shall relieve the Contractor from furnishing data called for by, or under the authority of, other provisions of this contract which are not identified and described in the DRL attached to this contract. Whenever such data are identified, either by the Contractor or the Government, they will be listed on a DRL and described on DRDs. 15 17 NAS10-98001 (EDC) Section C - -------------------------------------------------------------------------------- E. Except as otherwise provided in this contract, the cost of data to be furnished in response to the DRL attached to this contract is included in the estimated cost and shall be reimbursed in accordance with the Allowable Cost and Payment clause. 16 18 NAS10-98001 (EDC) Section D - -------------------------------------------------------------------------------- PART I - THE SCHEDULE SECTION D Packaging and Marking This Section Reserved. 17 19 NAS10-98001 (EDC) Section E - -------------------------------------------------------------------------------- PART I - THE SCHEDULE SECTION E Inspection and Acceptance ARTICLE E-1 INSPECTION AND ACCEPTANCE Inspection and acceptance shall be in accordance with FAR clauses 52.246-3 And 52.246-5 And shall be performed at Kennedy Space Center, Cape Canaveral Air Station, and such other places of performance or delivery of work required under this contract. ARTICLE E-2 FAR 52.246-3 INSPECTION OF SUPPLIES - COST- REIMBURSEMENT (APR 1984) A. Definitions "Contractor's managerial personnel," as used in this clause, means any of the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of-- 1. All or substantially all of the Contractor's business; 2. All or substantially all of the Contractor's operation at a plant or separate location at which the contract is being performed; or 3. A separate and complete major industrial operation connected with performing this contract. "Supplies," as used in this clause, includes but is not limited to raw materials, components, intermediate assemblies, end products, lots of supplies, and, when the contract does not include the Warranty of Data clause, data. B. The Contractor shall provide and maintain an inspection system acceptable to the Government covering supplies, fabricating methods, and special tooling 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 the contract supplies, to the extent practicable at all places and times, including the period of manufacture, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or any subcontractor engaged in the contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work. D. If the Government performs inspection or test on the premises of the Contractor or a subcontractor, the Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties. E. Unless otherwise specified in the contract, the Government shall accept supplies as promptly as practicable after delivery; and supplies shall be deemed accepted 60 days after delivery, unless accepted earlier. F. At any time during contract performance, but no later than 6 months (or such other time as may be specified in the contract) after acceptance of the supplies to be delivered under the contract, the Government may require the Contractor to replace or correct any supplies that are nonconforming at time of delivery. Supplies are nonconforming when they are defective in material or workmanship or are otherwise not in conformity with 18 20 NAS10-98001 (EDC) Section E - -------------------------------------------------------------------------------- contract requirements. Except as otherwise provided in paragraph H. below, the cost of replacement or correction shall be included in allowable cost, determined as provided in the Allowable Cost and Payment clause, but no additional fee shall be paid. The Contractor shall not tender for acceptance supplies required to be replaced without disclosing the former requirement for replacement or correction and, when required, shall disclose the corrective action taken. G. 1. If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, the Government may-- a. by contract or otherwise, perform the replacement or correction and charge to the Contractor any increased cost or make an equitable reduction in any fee paid or payable under the contract; b. require delivery of undelivered supplies at an equitable reduction in any fee paid or payable under the contract; or c. terminate the contract for default. 2. Failure to agree on the amount of increased cost to be charged to the Contractor or to the reduction in the fee shall be a dispute. H. Notwithstanding paragraphs F. and G. above, the Government may at any time require the Contractor to correct or replace, without cost to the Government, nonconforming supplies if the nonconformances are due to (1) fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel or (2) the conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified. I. This clause applies in the same manner to corrected or replacement supplies as to supplies originally delivered. J. The Contractor shall have no obligation or liability under this contract to replace supplies that were nonconforming at the time of delivery except as provided in this clause or as may be otherwise provided in the contract. K. Except as otherwise specified in the contract, the Contractor's obligation to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property. ARTICLE E-3 FAR 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 do not conform with contract requirements, the Government may require the Contractor to perform the services again in conformity with contract 19 21 NAS10-98001 (EDC) Section E - -------------------------------------------------------------------------------- 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 requirements 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 to 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. 20 22 NAS10-98001 (EDC) Section F - -------------------------------------------------------------------------------- PART I - THE SCHEDULE SECTION F Deliveries or Performance ARTICLE F-1 KSC 52.212-92 PLACE OF PERFORMANCE (FEB 1990) The place of performance shall be at the Kennedy Space Center, Cape Canaveral Air Station, and at such other locations as may be approved in writing by the Contracting officer. ARTICLE F-2 NFS 1852.211-72 PERIOD OF PERFORMANCE (DEC 1988) The period of performance of this contract shall be one year, from October 1, 1997 through September 30, 1998. There are four option periods which, if exercised, extend the period of performance as follows: Option Period of Performance --------- ------------------------------------------ 1 October 1, 1998 through September 30, 1999 2 October 1, 1999 through September 30, 2000 3 October 1, 2000 through September 30, 2001 4 October 1, 2001 through September 30, 2002 21 23 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section G Contract Administration Data ARTICLE G-1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. I. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES: Clause Number Title ------------- ----- 1852.242-73 NASA/CONTRACTOR FINANCIAL MANAGEMENT REPORTING (APR 1994) 1852.227-11 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM) 1852.242-71 TRAVEL OUTSIDE OF THE UNITED STATES (DEC 1988) 1852.243-71 SHARED SAVINGS (DEC 1996) 1852.245-71 INSTALLATION-PROVIDED GOVERNMENT PROPERTY (MAR 1989) ARTICLE G-2 NFS 1852.216-87 SUBMISSION OF VOUCHERS FOR PAYMENT (DEC 1988) A. Public vouchers for payment of costs shall include a reference to this Contract No. NAS10-98001 and be forwarded through the cognizant DCAA office to: John F. Kennedy Space Center, NASA Cost and Commercial Services Branch GG-B1-A Kennedy Space Center, FL 32899 This is the designated billing office for cost vouchers for purposes of the Prompt Payment clause of this contract. B. The Contractor shall prepare vouchers as follows: 1. One original Standard Form SF 1034, SF 1035, or equivalent Contractor's attachment. 2. Seven copies of SF 1034A, SF 1035A, or equivalent Contractor's attachment. 3. The Contractor shall mark SF 1034A copies 1, 2, 3, 4, and such other copies as may be directed by the Contracting Officer by insertion in the memorandum block the names and addresses as follows: a. Copy 1, NASA Contracting Officer b. Copy 2, Auditor c. Copy 3, Contractor d. Copy 4, Contract administration office 22 24 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- e. Copy 5, Project management office C. Public vouchers for payment of fee shall be prepared similarly and be forwarded to: John F. Kennedy Space Center, NASA Attn: Contracting Officer OP-OSO Kennedy Space Center, FL 32899 This is the designated billing office for fee vouchers for purposes of the Prompt Payment clause of this contract. D. In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate voucher for the amount withheld will be required before payment for that amount may be made. ARTICLE G-3 NFS 1852.216-76 AWARD FEE FOR SERVICE CONTRACTS (OCT 1996) ALTERNATE I (OCT 1996) A. The Contractor can earn award fee from a minimum of zero dollars to the maximum stated in Article B-3. B. Beginning 12 months after the effective date of this contract, the Government will evaluate the Contractor's performance every performance period, including option periods exercised pursuant to Article F-2, to determine the amount of award fee earned by the Contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the award fee amounts based on the Contractor's performance in accordance with Attachment J-4. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis. C. The Government will advise the Contractor in writing of the evaluation results. The Contracting Officer will issue a unilateral modification to the contract that will recognize the award fee earned. The Contractor is not required to submit a separate voucher for earned award fee. The Cost and Commercial Service Branch, Code GG-B1-A, will make payment based on the unilateral modification. D. After 85% of the potential award fee has been paid, the Contracting Officer may direct the withholding of further payment of award fee until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest. This reserve shall not exceed 15% of the total potential award fee. E. The amount of award fee which can be awarded in each evaluation period is limited to the amounts set forth in Article B-3. Award fee which is not earned in a evaluation period cannot be reallocated to future evaluation periods. F. 1. Pending a determination of the amount of award fee earned for an evaluation period, a portion of the available award fee for that period will be paid to the Contractor on a monthly basis. The portion paid will be 80% of the current period's available amount or the equivalent of the prior period's interim fee, whichever is lower; provided, however, that when the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, payment of provisional award fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer will notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate. This determination is not subject to the Disputes clause. 23 25 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- 2. In the event the amount of award fee earned, as determined by the FDO, is less than the sum of the provisional payments made for that period, the Contractor will either credit the next payment voucher for the amount of such overpayment or refund the difference to the Government, as directed by the Contracting Officer. 3. Provisional award fee payments will be made prior to the first award fee determination by the Government. G. Award fee determinations made by the Government under this contract are not subject to the Disputes clause. ARTICLE G-4 NFS 1852.227-72 DESIGNATION OF NEW TECHNOLOGY REPRESENTATIVE AND PATENT REPRESENTATIVE (APR 1984) A. For purposes of administration of the clause of this contract entitled "New Technology" or "Patent Rights-Retention by the Contractor (Short Form)" whichever is included, the following named representatives are hereby designated by the Contracting Officer to administer such clause: Title Office Code Address (including zip code) ----- ----------- ---------------------------------- New Technology DE-TPO John F. Kennedy Space Center, NASA Representative Kennedy Space Center, FL 32899 Patent DE-TPO John F. Kennedy Space Center, NASA Representative Kennedy Space Center, FL 32899 B. Reports of reportable items, and disclosure of subject inventions, interim reports, final reports, utilization reports, and other reports required by the clause, as well as any correspondence with respect to such matters, should be directed to the New Technology Representative unless transmitted in response to correspondence or request from the Patent Representative. Inquiries or requests regarding disposition of rights, election of rights, or related matters should be directed to the Patent Representative. This clause shall be included in any subcontract hereunder requiring a New Technology clause or Patent Rights Retention by the Contractor (Short Form) clause, unless otherwise authorized or directed by the Contracting Officer. The respective responsibilities and authorities of the above-named representatives are set forth in 1827.375-3 of the NASA FAR Supplement. ARTICLE G-5 NFS 1852.242-70 TECHNICAL DIRECTION (SEP 1993) A. Performance of the work under this contract is subject to the written technical direction of the Contracting Officer's Technical Representatives (COTRs), who shall be specifically appointed by the Contracting Officer in writing in accordance with NASA FAR Supplement 1842.270. For purposes of this contract, the COTRs are the Contract Technical Manager (CTM) and Technical Representatives (TRs). "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract. B. The COTR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that -- 1. Constitutes an assignment of additional work outside the Statement of Work; 24 26 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- 2. Constitutes a change as defined in the Changes clause; 3. Constitutes a basis for any increase or decrease in the total estimated contract cost, the fixed fee (if any), or the time required for contract performance; 4. Changes any of the expressed terms, conditions, or specifications of the contract; or 5. Interferes with the Contractor's rights to perform the terms and conditions of the contract. C. All technical direction shall be issued in writing by the COTR. D. The Contractor shall proceed promptly with the performance of technical direction duly issued by the COTR in the manner prescribed by this clause and within the COTR's authority. If, in the Contractor's opinion, any instruction or direction by the COTR falls within any of the categories defined in paragraph B. above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after receiving it and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is -- 1. Rescinded in its entirety; or 2. Within the requirements of the contract and does not constitute a change under the Changes clause of the contract, and that the Contractor should proceed promptly with its performance. E. A failure of the Contractor and the Contracting Officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the Changes clause, or a failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract. F. Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the COTR shall be at the Contractor's risk. ARTICLE G-6 NFS 1852.245-77 LIST OF INSTALLATION-PROVIDED PROPERTY AND SERVICES (MAR 1989) In accordance with the Installation-Provided Government Property clause of this contract, the Contractor is authorized use of the types of property and services listed below, to the extent they are available, while on-site at the NASA installation. A. Office space, work area space, and utilities. The Contractor shall use Government telephones for official purposes only. Pay telephone stations are available for the convenience and use of employees in making unofficial calls, both local and long distance. B. General and special-purpose equipment, including office furniture. 1. Equipment to be made available to the Contractor for use in performance of this contract on-site and at such other locations as approved by the Contracting Officer is listed in Attachment J-2. The Government retains accountability for this property under the Installation-Provided Government Property clause, regardless of its authorized location. 2. If the Contractor acquires property as a direct cost under this contract, this property also shall become accountable to the Government upon its entry into the 25 27 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- NASA Equipment Management System (NEMS) in accordance with the property reporting requirements of this contract. 3. The Contractor shall not bring on-site for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer's prior written approval. C. Supplies from stores stock. D. Publications and blank forms stocked by the installation. E. Safety and fire protection for Contractor personnel and facilities. F. Installation service facilities: None. G. Medical treatment of a first aid nature for Contractor personnel injuries or illnesses sustained during on-site duty. H. Cafeteria privileges for Contractor employees during normal operating hours. I. Building maintenance for facilities occupied by Contractor personnel. J. Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services shall be provided on-site as approved by the Contracting Officer. K. The responsibilities of the Contractor as contemplated by paragraph (a) of the Installation-Provided Government Property clause are defined in the following property management directives and installation supplements to these Directives: 1. NHB 4200.1D, NASA Equipment Management Manual 2. NHB 4200.2A, Equipment Management User's Handbook for Property Custodians 3. NHB 4300.1, w/ch 2, NASA Personal Property Disposal Manual 4. NHB 4100.1C, NASA Materials Inventory Management Manual ARTICLE G-7 BASE SUPPORT A. It is the Government's policy to furnish, to the maximum practicable extent and on a no-charge-for-use basis, available property, equipment, and services (including internet access) for the on-site use of contractors working at Kennedy Space Center and the Cape Canaveral Air Station. Therefore, to avoid unnecessary duplication of facilities and capabilities, the Contractor shall utilize available assigned Government facilities, equipment, tools, supplies, materials, hardware and services as specified in the attachments to this contract; and in KHB 4000.1C w/ch 3, entitled "Supply Support System Manual." Property items provided in accordance with the provisions of this clause will be subject to the provisions of NFS 1852.245-71 "Installation-Provided Government Property." B. In the event the Government is unable to provide the items specified in paragraph A. above, or in the event the items are not available in a timely manner through Government resources, such items as are required in the performance of this contract may be procured by the Contractor subject to the clause of this contract entitled "Subcontracts (Cost-Reimbursement and Letter Contracts)." C. The Contractor agrees to make every reasonable effort to anticipate and make known to the Government what its requirements are sufficiently in advance to permit the 26 28 NAS10-98001 (EDC) Section G - -------------------------------------------------------------------------------- Government to fulfill them in a timely manner in order to minimize Contractor procurement. D. Items generally considered "fixtures" (i.e., become a part of the premises when installed, such as water coolers, air-conditioners, partitions ...) shall not be purchased by the Contractor under the authority of this clause. Additionally, items of a capital nature shall not be purchased under the authority of this clause without the prior written approval of the Contracting Officer. 27 29 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- PART I - THE SCHEDULE SECTION H Special Contract Requirements ----------------------------- ARTICLE H-1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. I. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES: Clause Number Title ------ ----- 1852.208-81 RESTRICTIONS ON PRINTING AND DUPLICATING (AUG 1993) 1852.223-70 SAFETY AND HEALTH (MAR 1997) 1852.228-72 CROSS-WAIVER OF LIABILITY FOR SPACE SHUTTLE SERVICES (SEP 1993) 1852.228-76 CROSS-WAIVER OF LIABILITY FOR SPACE STATION ACTIVITIES (DEC 1994) 1852.228-78 CROSS-WAIVER OF LIABILITY FOR NASA EXPENDABLE LAUNCH VEHICLE (ELV) LAUNCHES (SEP 1993) 1852.246-70 MISSION CRITICAL SPACE SYSTEM PERSONNEL RELIABILITY PROGRAM (MAR 1997) ARTICLE H-2 KSC 52.242-90 ALTERNATE I: CONTROLS APPLICABLE TO CONTRACTOR'S ACTIVITIES (SEP 1996) The below listed Kennedy Space Center publications and subsequent revisions thereof are applicable to this contract and are incorporated herein by reference. These issuances prescribe regulatory procedural criteria which are applicable to the Contractor. The Contractor, upon receipt of notice of noncompliance with any provisions of the below listed publications from the Contracting Officer or his representatives, shall promptly take corrective action. KHB 1200.1C "Facilities, Systems, and Equipment Management Handbook" KMI 1270.2A "KSC Continual Improvement" KHB 1610.1A "KSC Security Handbook" KHB 1610.2A "Personnel Security Handbook" KMI 1610.2E "Photography and Photographer Identification" KMI 1164.10A "Delegations, Redelegations and Designations" KHB 1710.2C "Kennedy Space Center Safety Practices Handbook" KMI 1800.2B "KSC Hazard Communication Program" KHB 4000.1C "Supply Support System Manual" w/ch. 3 KHB 8800.7A "Hazardous Waste Management" 28 30 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- KMI 8800.8 "KSC Environmental Management" ARTICLE H-3 KSC 52.243-90 AUTHORIZED CHANGES (FEB 1990) The Contracting Officer or his duly appointed representative are the only individuals authorized to issue instructions to the Contractor in matters relating to this contract. The identification, scope of authority, and duties of representatives of the Contracting Officer shall be set forth in letters issued by the Contracting Officer; and copies of such designations shall be furnished to the Contractor. ARTICLE H-4 KSC 52.223-95 REPORTING OF MISHAPS (OCT 1996) The Contractor shall report and investigate all mishaps in accordance with the mishap reporting requirements in KHB 1710.2. ARTICLE H-5 KSC 52.223-91 GENERAL SAFETY AND ACCIDENT PREVENTION (FEB 1992) The Contractor will be required to participate in the KSC Safety Program. The primary safety and health responsibility will be with the prime Contractor and will include the following: A. Maintaining continuous surveillance of Industrial Safety Operations in the Contractor's contractual areas for detection and correction of unsafe practices and conditions. B. Providing a safety staff to ensure that working conditions and practices in areas of contract responsibility are maintained in a safe manner. C. Coordinating with the KSC Reliability and Space Vehicle Safety Division (EI-C) on all matters pertaining to accident prevention whether between the Contractor or other contractors or NASA elements and the Contractor. D. Submitting a written safety plan stating how the Contractor will implement the safety program to the Director Safety and Assurance (EI) for review and approval in accordance with DRD-011. E. Submitting a Monthly Safety Statistics Report in accordance with DRD-008. F. Ensuring that Contractor employees are provided with and use safety clothing and equipment for hazardous operations. Responsibility for furnishing this clothing and equipment lies with the Contractor, except when otherwise authorized. G. Complying with EWR-127-1, "Eastern and Western Range Safety Policies and Procedures" for all operations performed on CCAS by the Contractor. H. Notifying the KSC Reliability and Space Vehicle Safety Division (EI-C) immediately when contacted by personnel from the Occupational Safety and Health Administration. Furnishing KSC Safety Assurance (EI) copies of all correspondence reports relating to inspection performed under the Occupational Safety and Health Standards by the Department of Labor. I. Furnishing a written report to KSC Safety Assurance (EI) of all deficiencies with equipment and facilities in violation of the Occupational Safety and Health Standards which are under their contract SOW. J. The Contractor agrees to insert this clause, including this paragraph J. and any applicable Schedule Provisions, with appropriate changes of designations of the parties, in subcontracts of every tier unless the Contracting Officer makes a written determination of exemption from this clause. 29 31 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- Nothing herein shall be construed as imposing upon the Contractor any duty to assure or otherwise assume responsibility for the safe operations of any other contractor or their subcontractor performing work on behalf of the Government at the Kennedy Space Center or for the personal safety of the agents, servants, or employees of any such other contractors or subcontractors. ARTICLE H-6 KSC 52.223-93 OCCUPATIONAL HEALTH (FEB 1992) A. Occupational Health Services The medical services set forth in KMI 1810.1G entitled "KSC Occupational Medicine Program" dated June 19, 1996 will be provided to the Contractor by the Government to the extent that there will not be any restriction of the employees' rights under applicable Workmen's Compensation statutory provisions. Information from records generated as a result of rendition of these medical services may be obtained from the Director, Biomedical Office (JJ) upon written request. B. Health Examinations and Physical Requirements Standards The Contractor shall provide the following data to the Director, Biomedical Office (JJ): 1. A breakdown of the various health examinations required in support of this contract providing type, frequency, and a roster of personnel affected. 2. The applicable physical requirements standards for personnel certification if the Contractor has physical requirements standards which are stricter than the applicable KSC (Federal) standards; otherwise the KSC (Federal) physical requirements standards are applicable to this contract. ARTICLE H-7 KSC 52.208-90 MOTOR VEHICLE MANAGEMENT (FEB 1990) (MODIFIED) The Contractor shall acquire and manage motor vehicles necessary to support the performance of the contract. Such needed vehicles are to be acquired and managed in the manner most efficient and economic to the Government. Vehicles may be obtained from the GSA Interagency Motor Pool, commercial sources, or other sources. Costs related to motor vehicles shall be borne by the Contractor and reimbursed by the Government to the extent allowable in accordance with the terms of the contract relating to the reimbursement of costs. The Contractor will use KSC Form 7-490 (Vehicle Use Record) to record vehicle utilization for all GSA and commercial rental vehicles. These records will be maintained and made available at the request of the Contracting Officer for a period of eighteen (18) months. Two copies of the monthly billings, both GSA and commercial, for motor vehicle services will be forwarded to the Contracting Officer each month. The Contractor shall assure that all vehicle operators are appropriately licensed in the state. The Contractor will furnish GSA a copy of their third-party automobile insurance policy if acquiring GSA motor vehicles. The Contractor shall prepare and submit a Motor Vehicle Utilization Plan in accordance with DRD-005. This plan shall, as a minimum, demonstrate the economic and efficient management of vehicles and fuel. It shall forecast the vehicle requirements for twelve (12) months allowing at least two (2) months advance notice for additional requirements. It shall demonstrate the techniques utilized by the Contractor to assure that vehicles are used for official purposes only. ARTICLE H-8 KSC 52.204-90 SECURITY CONTROLS AT KSC (JAN 1992) A. Identification of Employees 1. The Contractor shall require each employee engaged on the work site to display NASA-furnished identification badges and special access badges at all times. The Contractor shall obtain and submit badging request forms on each person employed or 30 32 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- to be employed by the Contractor under this contract. The Contractor shall designate his own security and badging officials to act as points of contact for the KSC Protective Services Office. Prior to proceeding with on-site performance, the Contractor shall submit the following information to the KSC Protective Services Office (FF-S1), Kennedy Space Center: a. Contract number and location of work site(s) b. Contract commencement and completion dates c. Status as prime or subcontractor d. Names of designated security and badging officials. 2. Identification and badging of employees shall be accomplished as soon as practicable after award of the contract. During performance of the contract, the Contractor shall, upon termination of an employee, immediately deliver badges and/or passes issued to the employee to the KSC Protective Services Office. It is agreed and understood that all NASA identification badges/passes remain the property of NASA, and the Government reserves the right to invalidate such badges/passes at any time. B. Access to Controlled Areas within KSC 1. Certain areas within KSC have been designated as Controlled Areas. These are normally surrounded by fencing and have an entrance gate monitored by a guard or monitoring device. Access into such areas is classified into "escorted" and "unescorted" access. For each employee for which the Contractor desires to have unescorted access, the prescribed forms must be submitted to the KSC Protective Services Office. Due to the time required to process requests for unescorted access, the Contractor is advised to complete and submit the required forms as soon as practicable after contract award. Within 14 working days after the receipt of the forms, the KSC Protective Services Office will determine whether the person is eligible for unescorted access. 2. The Contractor is responsible for providing escort services for any of his employees and/or any subcontractor employees who are not eligible for unescorted access. 3. All requests for unescorted access by subcontractors will be submitted through the Contractor for forwarding to the KSC Protective Services Office. ARTICLE H-9 PERMITS AND LICENSES The Contractor shall procure and keep effective all necessary permits and licenses required by the Federal, State, or local Government or subdivision thereof, or of any other duly constructed public authority in performance of the work unless otherwise directed by the Contracting Officer, and shall obey and abide by all applicable laws, regulations or ordinances. Any permit involving environmental coordination shall be submitted through the Environmental Program Office (JJ-D). 31 33 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- ARTICLE H-10 NFS 1852.235-71 KEY PERSONNEL AND FACILITIES (MAR 1989) A. The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract. B. The Contractor shall make no diversion without the Contracting Officer's written consent; provided, that the Contracting Officer may ratify in writing the change, and that ratification shall constitute Contracting Officer's consent required by this clause. C. The list of personnel and/or facilities (shown below or as specified in the contact Schedule) may, with the consent of the contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities. Mr. Lindsay P. Ball, Program Manager ----------------------------------------------------------------- Mr. Stan Starr, Engineering Area Manager ----------------------------------------------------------------- Mr. Ravi Venugopal, Information Technology Area Manager ----------------------------------------------------------------- Mr. Larry Tuttle, Business Area Manager ----------------------------------------------------------------- Mr. Gus Gustafson, Safety, Quality and Mission Assurance Manager ----------------------------------------------------------------- The following Contractor facilities are considered to be essential to the effort being performed under this contract: ----------------------------------------------------------------- ----------------------------------------------------------------- ARTICLE H-11 NFS 1852.242-72 OBSERVANCE OF LEGAL HOLIDAYS (AUG 1992) ALT II (SEP 1989) (DEVIATION) A. The on-site Government personnel observe the following holidays: New Year's Day Labor Day Martin Luther King, Jr.'s Birthday Columbus Day President's Day Veterans Day Memorial Day Thanksgiving Day Independence Day Christmas Day Any other day designated by Federal statute, Executive Order, or the President's proclamation. B. When any holiday falls on a Saturday, the preceding Friday is observed. When any holiday falls on a Sunday, the following Monday is observed. Observance of such days by Government personnel shall not by itself be cause for an additional period of performance, or entitlement of compensation except as set forth within the contact. C. When the NASA installation grants administrative leave to its Government employees (e.g., as a result of inclement weather, potentially hazardous conditions, or other special circumstances), Contractor personnel working on-site or near site should also be dismissed. However, the Contractor shall provide sufficient on-site personnel to perform round-the-clock requirements of critical work already in process, unless otherwise instructed by the Contacting Officer or authorized representative. D. Whenever administrative leave is granted to Contactor personnel pursuant to paragraph C. above, it shall be without loss to the Contractor. The cost of salaries and wages to the Contractor for the period of any such excused absence shall be a reimbursable item of cost 32 34 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- under this contract for employees in accordance with the Contractor's established accounting policy. ARTICLE H-12 NFS 1852.209-71 LIMITATION OF FUTURE CONTRACTING (DEC 1988) A. The Contracting Officer has determined that this acquisition may give rise to a potential organizational conflict of interest. Accordingly, the attention of all prospective offerors is invited to FAR Subpart 9.5 Organizational Conflicts of Interest. B. The nature of this conflict is a possible unfair competitive advantage. C. The restrictions upon future contracting are described below: 1. If the Contractor, under the terms of this contract, or through the performance of tasks pursuant to this contract, is required to develop specifications or statements of work that are to be incorporated into a solicitation, the Contractor shall be ineligible to perform the work described in that solicitation as a prime or first tier subcontractor under an ensuing NASA contract. This restriction shall remain in effect for a reasonable time as agreed to by the Contracting Officer and the Contractor sufficient to avoid unfair competitive advantage or potential bias (this time shall in no case be less than the duration of the initial production contract). NASA shall not unilaterally require the Contractor to prepare such specifications or statements of work under this contract. 2. To the extent that the work under this contract requires access to proprietary, business confidential, or financial data of other companies, and as long as these data remain proprietary or confidential, the Contractor shall protect these data from unauthorized use and disclosure and agrees not to use them to compete with those other companies. ARTICLE H-13 TECHNOLOGY TRANSFER PROGRAM A. The Contractor shall support, and participate in, the Government's Technology Transfer/Commercialization Program by assisting the transfer of technology developed under government contract to the private sector. The Contractor's participation may include a number of different activities including the following: 1. Dual-use development of cutting edge technology having applications both within and outside the aerospace community. 2. Collaborative efforts with third parties for the purpose of transferring technology. 3. Government sponsored technology outreach and industry assistance programs that further the transfer of technology. 4. Applications engineering work for the purpose of adapting the developed technology to a specific use. B. All projects and associated agreements will be coordinated with the CTM, DE-TPO, and directed in writing by the Contracting Officer. Agreements will state funding requirements, project description, scope of project, reporting requirements, and responsible NASA and contractor personnel. Ownership of rights to the technology developed under these collaborative and partnership activities shall be addressed in the individual agreements. Projects utilizing government funds will be approved by the Contracting Officer. C. Contractor commitment to technology transfer/commercialization can be demonstrated by the development of internal programs aimed at: 1. Education and training its workforce in technology transfer activities. 2. Motivating its employees to report new technology as required by FAR 52.227-11 as modified by NFS 1852.227-11. 33 35 NAS10-98001 (EDC) Section H - -------------------------------------------------------------------------------- 3. Assisting its subcontractor with technology transfer activities. D. The Contractor shall submit a Technology Transfer Plan in accordance with DRD-025 and report Technology Transfer Reports in accordance with DRD-026. ARTICLE H-14 HAZARDOUS MATERIALS/WASTE MANAGEMENT The Contractor shall designate an Environmental Coordinator to function as the single point of contact for all environmental issues including, but not limited to, waste storage and disposal coordination in accordance with KMI 8800.8, "KSC Environmental Management." ARTICLE H-15 PERFORMANCE BASED WORK ORDERS Prior to Work Order issuance, each work requirement will be examined by the Government to determine whether it is appropriate for Performance Based Contracting (PBC). Effort that can be contractually defined so that the results of the Contractor's effort can be objectively measured in terms of technical and quality achievement, schedule progress or cost performance, will be ordered on a PBC basis. To the extent that work is ordered on a PBC basis in lieu of a level of effort basis, an equitable adjustment will be made to the contract. 34 36 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- PART II- CONTRACT CLAUSES SECTION I Contract Clauses ---------------- ARTICLE I-1 FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES: Clause Number Title ------ ----- 52.202-1 DEFINITIONS (OCT 1995) 52.203-3 GRATUITIES (APR 1984) 52.203-5 COVENANT AGAINST CONTINGENT FEES (APR 1984) 52.203-6 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT (JUL 1995) 52.203-7 ANTI-KICKBACK PROCEDURES (JUL 1995) 52.203-8 CANCELLATION, RESCISSION, AND RECOVERY OF FUNDS FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) 52.203-10 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY (JAN 1997) 52.203-12 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS (JAN 1990) 52.204-2 SECURITY REQUIREMENTS (AUG 1996) 52.204-4 PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER (JUN 1996) 52.209-6 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT (JUL 1995) 52.211-5 NEW MATERIAL (MAY 1995) 52.211-15 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS (SEP 1990) 52.215-2 AUDIT AND RECORDS-NEGOTIATION (AUG 1996) 52.215-22 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA (OCT 1995) 52.215-23 PRICE REDUCTION FOR DEFECTIVE COST OR PRICING DATA MODIFICATIONS (OCT 1995) 52.215-24 SUBCONTRACTOR COST OR PRICING DATA (OCT 1995) 35 37 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- 52.215-25 SUBCONTRACTOR COST OR PRICING DATA - MODIFICATIONS (OCT 1995) 52.215-27 TERMINATION OF DEFINED BENEFIT PENSION PLANS (MAR 1996) 52.215-31 WAIVER OF FACILITIES CAPITAL COST OF MONEY (SEP 1987) 52.215-33 ORDER OF PRECEDENCE (JAN 1986) 52.215-39 REVERSION OF ADJUSTMENT OF PLANS FOR POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (MAR 1996) 52.215-40 NOTIFICATION OF OWNERSHIP CHANGES (FEB 1995) 52.216-7 ALLOWABLE COST AND PAYMENT (FEB 1997) 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 1989) [FILL IN: 5 YEARS] 52.219-8 UTILIZATION OF SMALL BUSINESS, SMALL DISADVANTAGED, AND WOMEN-OWNED SMALL BUSINESS CONCERNS (OCT 1995) 52.219-14 LIMITATIONS ON SUBCONTRACTING (DEC 1996) 52.222-2 PAYMENT FOR OVERTIME PREMIUMS (JUL 1990) [FILL IN: ZERO] 52.222-3 CONVICT LABOR (AUG 1996) 52.222-4 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION (JUL 1995) 52.222-26 EQUAL OPPORTUNITY (APR 1984) 52.222-28 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS (APR 1984) 52.222-35 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (APR 1984) 52.222-36 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (APR 1984) 52.222-37 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA (JAN 1988) 52.222-41 SERVICE CONTRACT ACT OF 1965, AS AMENDED (MAY 1989) 52.223-2 CLEAN AIR AND WATER (APR 1984) 52.223-6 DRUG FREE WORKPLACE (JAN 1997) 52.223-10 WASTE REDUCTION PROGRAM (MAY 1995) 52.223-14 TOXIC CHEMICAL RELEASE REPORTING (OCT 1996) 52.227-11 PATENT RIGHTS - RETENTION BY THE CONTRACTOR (SHORT FORM) (JUN 1989) (AS MODIFIED BY NFS 1852.227-11) 52.227-1 RIGHTS IN DATA-GENERAL (JUN 1987) (AS MODIFIED BY NFS 1852.227-14) 52.228-7 INSURANCE-LIABILITY TO THIRD PERSONS (MAR 1996) 52.232-9 LIMITATION ON WITHHOLDING OF PAYMENTS (APR 1984) 36 38 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- 52.232-17 INTEREST (JUN 1996) 52.232-18 AVAILABILITY OF FUNDS (APR 1984) 52.232-22 LIMITATION OF FUNDS (APR 1984) 52.232-23 ASSIGNMENT OF CLAIMS (JAN 1986) 52.232-25 PROMPT PAYMENT (MAR 1994) 52.232-33 MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT (AUG 1996) 52.233-1 DISPUTES (OCT 1995)-ALTERNATE I (DEC 1991) 52.233-3 PROTEST AFTER AWARD (AUG 1996)-ALTERNATE I (JUN 1985) 52.237-2 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION (APR 1984) 52.237-3 CONTINUITY OF SERVICES (JAN 1991) 52.239-1 PRIVACY OR SECURITY SAFEGUARDS (AUG 1996) 52.242-1 NOTICE OF INTENT TO DISALLOW COSTS (APR 1984) 52.242-3 PENALTIES FOR UNALLOWABLE COSTS (OCT 1995) 52.242-4 CERTIFICATION OF FINAL INDIRECT COSTS (JAN 1997) 52.242-13 BANKRUPTCY (JUL 1995) 52.242-15 STOP-WORK ORDER (AUG 1989) ALTERNATE I (APR 1984) 52.243-2 CHANGES-COST-REIMBURSEMENT (AUG 1987) - ALTERNATE II (APR 1984) 52.244-2 SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS) (FEB 1997) - ALTERNATE I (AUG 1996) 52.244-5 COMPETITION IN SUBCONTRACTING (DEC 1996) 52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS (OCT 1995) 52.245-5 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (JAN 1986) 52.246-25 LIMITATION OF LIABILITY-SERVICES (FEB 1997) 52.247-1 COMMERCIAL BILL OF LADING NOTATIONS (APR 1984) 52.247-63 PREFERENCE FOR U.S.-FLAG AIR CARRIERS (JAN 1997) 52.247-67 SUBMISSION OF COMMERCIAL TRANSPORTATION BILLS TO THE GENERAL SERVICES ADMINISTRATION FOR AUDIT (FEB 1995) 52.249-6 TERMINATION (COST-REIMBURSEMENT) (SEP 1996) 52.249-14 EXCUSABLE DELAYS (APR 1984) 52.251-1 GOVERNMENT SUPPLY SOURCES (APR 1984) 52.251-2 INTERAGENCY FLEET MANAGEMENT SYSTEM (IFMS) VEHICLES AND RELATED SERVICES (JAN 1991) 52.253-1 COMPUTER GENERATED FORMS (JAN 1991) 37 39 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES: Clause Number Title ------ ----- 1852.216-89 ASSIGNMENT AND RELEASE FORMS (OCT 1996) 1852.219-74 USE OF RURAL AREA SMALL BUSINESSES (SEP 1990) 1852.219-76 NASA SMALL DISADVANTAGED BUSINESS GOAL (JUL 1991) 1852.228-75 MINIMUM INSURANCE COVERAGE (OCT 1988) 1852.237-70 EMERGENCY EVACUATION PROCEDURES (DEC 1988) ARTICLE I-2 FAR 52.215-42 REOUTREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA--MODIFICATIONS (JAN 1997)--ALTERNATE IV (JAN 1997) A. Submission of cost or pricing data is not required. B. Provide sufficient information in contractor format, including access to Contractor records, necessary to permit an adequate evaluation of the proposed price in accordance with 15.804-6(a)(5). Standard Form 1448, Proposal Cover Sheet (Cost or Pricing Data Not Required) may be used for information other than cost or pricing data. ARTICLE I-3 FAR 52.219-17 SECTION 8(a) AWARD (DEC 1996) A. By execution of a contract, the Small Business Administration (SBA) agrees to the following: 1. To furnish the supplies or services set forth in the contract according to the specifications and the terms and conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisions of section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)). 2. Except for novation agreements and advance payments, delegates to the National Aeronautics and Space Administration the responsibility for administering the contract with complete authority to take any action on behalf of the Government under the terms and conditions of the contract; provided, however that the contracting agency shall give advance notice to the SBA before it issues a final notice terminating the right of the subcontractor to proceed with further performance, either in whole or in part, under the contract. 3. That payments to be made under the contract will be made directly to the subcontractor by the contracting activity. 4. To notify the NASA Contracting Officer immediately upon notification by the subcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control of the concern. 5. That the subcontactor awarded a subcontract hereunder shall have the right of appeal from decisions of the cognizant Contracting Officer under the "Disputes" clause of the subcontract. B. The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and perform all of the requirements of the contract. 38 40 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- C. The offeror/subcontractor agrees that it will not subcontract the performance of any of the requirements of this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the cognizant NASA Contract Officer. ARTICLE I-4 FAR 52.219-18 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) CONCERNS (JAN 1997) A. Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer-- 1. SIC code 8731 is specifically included in the Offeror's approved business plan; 2. The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and 3. The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA. B. By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph A. of this clause. C. Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation. D. 1. Agreement. A small business concern submitting an offer in its own name agrees to furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States. The term "United States" includes its territories and possessions, the Commonwealth of Puerto Rico, the trust territory of the Pacific Islands, and the District of Columbia. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This subparagraph does not apply in connection with construction or service contracts. 2. The SBA's contractor will notify NASA's Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party. ARTICLE I-5 KSC 52.227-90 MANAGEMENT AND PROTECTION OF DATA OF THIRD PARTIES (MAR 1992) A. In performance of this contract it is anticipated that the Contractor may have access to, be furnished, use, or generate the following types of data (recorded information): 1. Data of third parties bearing limited rights or restricted rights notices submitted either to NASA or directly to the Contractor; or 2. Other data of third parties which NASA has agreed to handle under protective arrangements; or 3. Data generated by NASA or the Contractor for third parties which NASA intends to control the use and dissemination thereof until delivered to the third parties. 39 41 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- B. In order to protect the interests of the Government and the interests of other owners of such data, Contractor agrees with respect to data in category 1. above, and with respect to any data in categories 2. and 3. when so identified by the Contracting Officer, to: 1. Use and disclose such data only to the extent necessary to perform the work required under this contract, with particular emphasis on restricting the data to employees having a "need to know"; 2. Preclude disclosure of such data outside Contractor's organization performing work under this contract without written consent of the Contracting Officer; and 3. Return or dispose of such data as directed by the Contracting Officer or the furnishing third party owner when such data is no longer needed for contract performance. ARTICLE I-6 RESERVED ARTICLE I-7 FAR 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984) A. The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause. B. The use in this solicitation or contract of any NASA FAR Supplement (48 CFR Chapter 18) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the name of the regulation. ARTICLE I-8 NFS 1852.215-84 OMBUDSMAN (OCT 1996) (MODIFIED) An ombudsman has been appointed to hear and facilitate the resolution of concerns from Contractors during the postaward phase of this acquisition. When requested, the ombudsman will maintain strict confidentiality as to the source of the concern. The existence of the ombudsman is not to diminish the authority of the Contracting Officer. Further, the ombudsman does not participate in adjudication of formal contract disputes. Therefore, before consulting with the ombudsman, interested parties must first address their concerns, issues, disagreements, and/or recommendations to the Contracting Officer for resolution. If resolution cannot be made by the Contracting Officer, interested parties may contact the Kennedy Space Center ombudsman, who is the Deputy Center Director at 407-867-2355. Concerns, issues, disagreements, and recommendations that cannot be resolved at the installation may be referred to the NASA ombudsman, the Deputy Administrator for Procurement, at 202-358-2090. Please do not contact the ombudsman to clarify technical requirements. Such inquiries shall be directed to the Contracting Officer or as specified elsewhere in this document. ARTICLE I-9 FAR 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL HIRES (MAY 1989) In compliance with the Service Contract Act of 1965, as amended, and the regulations of the Secretary of Labor (29 CFR Part 4), this clause identifies the classes of service employees expected to be employed under the contract and states the wages and fringe benefits payable to each if they were employed by the contracting agency subject to the provisions of 5 U.S.C. 5341 or 5332. THIS STATEMENT IS FOR INFORMATION ONLY: IT IS NOT A WAGE DETERMINATION 40 42 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- A. BASIC HOURLY RATES
POSITION CLASSIFICATION SCA TITLE WAGE RATE ----------------------- --------- --------- NON-EXEMPT, NON-UNION Accounting Assistant Accounting Clerk III $ 8.54 Administrative Assistant Secretary III $10.65 Administrative Assistant, Sr. Secretary IV $11.83 Word Processor Word Processor III $ 9.55 Word Processor, Sr. Word Processor III $ 9.55 Technical Illustrator Illustrator I $ 9.55 Technical Illustrator Illustrator I $11.83 Hardware Technician Machine Tool Operator $14.34 Hardware Technician, Sr. Tool & Die Maker $17.03 Shipping & Receiving Tech Shipping/Receiving Clerk $10.79 Mechanical Technician, Jr. Electrician, Maintenance $14.99 Mechanical Technician, Sr. Electrician, Maintenance $14.99 Mechanic Technician Machinery Maint. Mechanic $14.99 Mechanic Technician Machinist, Maintenance $14.99 Mechanic Technician, Sr. Machinist, Maintenance $14.99 Hardware Technician, Sr. Machinist, Maintenance $14.99 Mechanic Technician Maintenance Trades Helper $11.58 Mechanic Technician Pipefitter, Maintenance $14.99 Mechanic Technician, Sr. Pipefitter, Maintenance $14.99 Mechanic Technician Pneudraulic, Systems $14.99 Mechanic Mechanic Technician Welder $14.99 Mechanic Technician, Sr. Welder $14.99 CAD Operator Drafter III $ 9.55 CAD Operator, Sr. Drafter III $ 9.55 CAD Operator Drafter IV $11.83 Telecommunications Tech Engineering Technician II $ 8.54 Hardware Technician Engineering Technician II $ 8.54 Mechanic Technician Engineering Technician II $ 8.54 Hardware Technician Engineering Technician III $ 9.55 Hardware Technician, Sr. Engineering Technician III $ 9.55
41 43 NAS10-98001 (EDC) Section I - --------------------------------------------------------------------------------
Hardware Technician, Sr. Engineering Technician IV $11.83 Hardware Technician, Sr. Engineering Technician V $14.47 Mechanic Technician Engineering Technician V $14.47 Mechanic Technician Laboratory Technician $10.65 Mechanic Technician, Sr. Laboratory Technician $10.65 Hardware Technician, Sr. Inspector $15.94
B. Fringes are as follows: 1. Paid holidays: New Year's Day, Martin Luther King's Birthday, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans Day, Thanksgiving Day, and Christmas Day. 2. Annual Leave: Two hours of annual leave each week for an employee with less than three years service; three hours of annual leave each week for an employee with three but less than fifteen years of service; and four hours of annual leave each week for an employee with fifteen or more years of service. 3. Life, accident and health insurance, and sick leave programs: 5.1 percent of the basic hourly rate. 4. Retirement: 7 percent of basic hourly rate. ARTICLE I-10 NFS 1852.237-71 PENSION PORTABILITY (JAN 1997) A. In order for pension costs attributable to employees assigned to this contract to be allowable costs under this contract, the plans covering such employees must: 1. Comply with all applicable Government laws and regulations; 2. Be a defined contribution plan, or a multiparty defined benefit plan operated under a collective bargaining agreement. In either case, the plan must be portable, i.e., the plan follows the employee, not the employer; 3. Provide for 100 percent employee vesting at the earlier of one year of continuous employee service or contract termination; and 4. Not be modified, terminated or a new plan adopted without the prior written approval of the cognizant NASA Contracting Officer. B. The Contractor shall include paragraph A. of this clause in all subcontracts for continuing services under a service contract if: 1. The prime contact requires pension portability; 2. The subcontracted labor dollars (excluding any burdens or profit/fee) exceed $2,500,000 and ten percent of the total prime contract labor dollars (excluding any burdens or profit/fee); and 3. Either of the following conditions exists: i. There is a continuing need for the same or similar subcontract services for a minimum of five years (inclusive of options), and if the subcontractor changes, a high percentage of the predecessor subcontractor's employees are expected to remain with the program; or 42 44 NAS10-98001 (EDC) Section I - -------------------------------------------------------------------------------- ii. The employees under a predecessor subcontract were covered by a portable pension plan, a follow-on subcontract or a subcontract consolidating existing services is awarded, and the total subcontract period covered by the plan covers a minimum of five years (including both the predecessor and successor subcontracts). 43 45 NAS10-98001 (EDC) Section J - -------------------------------------------------------------------------------- PART III - LIST OF DOCUMENTS, EXHIBITS, AND OTHER ATTACHMENTS Section J List of Attachments ------------------- SECTION J DESIGNATION ATTACHMENT TITLE ----------- ---------------- Attachment J-1 Statement of Work Attachment J-1, Appendix 1 Data Requirements List/Data Requirements Description (DRL/DRD) Attachment J-1, Appendix 2 Safety, Reliability and Maintainability Requirements Attachment J-1, Appendix 3 Work Order Procedure Attachment J-1, Appendix 4 Reference and Applicable Documents Attachment J-1, Appendix 5 Information Technology (I/T) Planning and Review at KSC, Principles and Goals Attachment J-2 Installation-Provided Government Property Listing Attachment J-3 Register of Wage Determination Attachment J-4 EDC Award Fee Evaluation Plan Attachment J-5 Glossary, Acronyms, and Abbreviations Attachment J-6 DD Form 254 (Contract Security Classification Specification) 44 46 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- Attachment J-1 STATEMENT OF WORK ----------------- 1.0 PURPOSE This Statement of Work (SOW), including Appendices 1 through 5, describes the activities required to be performed by the Engineering Development Contractor (hereinafter referred to as "The Contractor") in order to provide engineering resources and products to the Engineering Development Directorate (hereinafter referred to as "DE"), Kennedy Space Center (KSC), FL. Appendix 1 contains a listing of the Data Requirements Descriptions and a copy of each describing the data deliverables for the contract. Appendix 2 contains safety, reliability and maintainability requirements. Appendix 3 contains a description of the Work Order Procedure for processing and approving Work Orders with selected examples of Work Orders including performance standards and metrics. Appendix 4 contains a listing of contract documents applicable to, or referenced in, the contract excluding FAR and NASA FAR Supplement clauses. Appendix 5 contains the KSC guidelines for Information Technology planning and review. 2.0 SCOPE The Contractor shall be responsible for the performance of the work described in this SOW. This work will require activities that range in scope from providing technicians for a variety of sites, facilities, and laboratories to providing engineering and management of complex applied research, development, and technology projects. The overall project planning and budgeting is the responsibility of the Government civil service team in concert with the Contractor. Work Orders specifying Contractor responsibilities, performance standards and metrics reporting requirements are prepared by the Government in accordance with the Work Order Procedure set forth in Appendix 3. Contractor staffing and detailed planning to implement Work Order requirements are the Contractor's responsibility. 45 47 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- 3.0 REQUIREMENTS 3.1 GENERAL Government administration and control of the contract will be accomplished through the KSC Contracting Officer (CO). Technical management and direction will be furnished by the Contract Technical Manager (CTM) and Technical Representatives (TRs) appointed by the CO. The Contractor shall work with the CTM and TRs to integrate Work Order efforts to assure well-coordinated and consolidated results. The Contractor shall provide supervision of its employees and overall direction and integration for all aspects of this contract to ensure that the work activities specified in this SOW are accomplished economically and effectively in compliance with requirements. The Contractor shall establish interfaces to achieve appropriate coordination with NASA/KSC, other KSC contractors, and other NASA Centers and their contractors. In the event of joint occupancy(1) within a facility or laboratory, the Government will have the responsibility for prioritizing the use of Government facilities, laboratories, and equipment. The Contractor shall provide those plans, procedures, data and reports identified in the Data Requirements List (DRL) and described in Data Requirements Descriptions (DRD) specified in Appendix 1. The Contractor shall establish a resource reporting system, to include subcontractors, for total contract work activity. The reporting system shall have the capability to identify near-term and long-range requirements including workforce, material, and equipment. The system shall also have the capability of providing cost projections and metrics reporting as necessary to accomplish work activities required by the Government. The Contractor shall make maximum use of available Government equipment, supplies, and services and procure only equipment, supplies, or services which are not readily available and which are required to support accomplishment of assigned tasks. The Contractor shall utilize Commercial-Off-The-Shelf (COTS) equipment where appropriate. The National Environmental Policy Act (NEPA) mandates that all "Federal actions significantly affecting the quality of the human environment" be evaluated. All KSC contractor actions are considered "Federal actions" as they are performed in support of Government activities. Specific guidance and responsibilities for environmental documentation for this Center are outlined in KHB 1200.1, "Facilities, Systems, and Equipment Management Handbook." The Contractor is responsible for developing the required environmental documentation for its assigned projects. These environmental analyses and - ---------------------------- (1) Joint Occupancy means that there may be other contractors or NASA employees utilizing the same facilities/laboratories during a particular schedule period. This is an intermittent condition and may affect one or more facilities/laboratories at any particular time. Adequate notice will be provided prior to a joint occupancy condition. 46 48 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- assessments must be submitted through the CTM for signature and/or transmittal to outside agencies. 3.2 ENGINEERING The Contractor shall perform requirements analyses, cost analysis, designs, studies, and investigations for research and engineering development tasks. These tasks will involve the use and knowledge of past aerospace design practices that were applied to existing ground systems as well as current state-of-the-art techniques and technologies for potential application of new requirements. The engineering tasks may involve, but are not limited to, areas such as propellants and gases, cryogenics, hypergolics, pneumatics, hydraulics, fiber optics, communication systems, instrumentation, navigational aids, hazardous gas detection, intelligent systems, robotics, multimedia, biomedical engineering, computer hardware, software, and networking, environmental control systems, mechanical and structural systems, stress and load analyses, launch-induced environments including acoustic and thermal analyses, data analyses, material science, atmospheric science, and environmental science. All Ground Support Equipment (GSE) design engineering tasks shall be accomplished in accordance with KSC-DE-512-SM, "Facility, System, and Equipment General Design Requirements" or with SSP 50004, "Ground Support Equipment Design Requirements, International Space Station", as appropriate. Operational software development activities shall be in accordance with Appendix 2 "Safety, Reliability and Maintainability Requirements." In addition to NASA and KSC standards and practices, the Contractor shall comply with telecommunications standards defined by the National Institute of Standards and Technology (NIT), mandatory Federal Information Processing (FIP) Standards, and Federal Telecommunication Standards (FED-STD). The Contractor shall have the capability for preparing all requisite project management planning documents, requirements, technical approaches or conceptual designs, work breakdown structures, detailed and summary Gantt chart schedules, resource allocation histograms, PERT/CPM diagrams including critical-path calculations, detailed and summary budget and time-related spending plan, identification of key milestones, and the Contractor's plan for managing the project. The Contractor shall work with organizations as required by Work Order to develop design requirements, engineering reports, and/or design concepts. The Contractor shall prepare technical assessments and evaluations of requirements to include an implementation cost estimate, installation and testing requirements, an environmental analysis, and any necessary trade studies, including cost-benefit analyses. Assessments shall include, but not be limited to, impacts to: schedules, processes, procedures, performance, safety, reliability, 47 49 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- operability, documentation, hardware, software, maintainability, and spares identification. The Contractor shall prepare complete design packages or parts thereof. A complete design package is defined as the technical effort required to convert preliminary designs or conceptual engineering into the drawings and specifications necessary for procurement, fabrication, installation, operation, and maintenance of new or modified equipment or facilities. In addition to drawings and specifications, a complete design package may contain shop drawings, engineering instructions, Failure Modes and Effects Analysis (FMEA), Operations and Maintenance Documentation (OMD), test procedures, cost estimates, parts lists, software requirements and criteria, software, schedules, environmental data, and other pertinent design data. The Contractor shall conduct periodic design reviews in accordance with DE-P 450, "Design Reviews." Design packages shall be checked by the Contractor to assure that technical requirements have been met and editorial errors or omissions have been eliminated prior to approval and release by the Government for implementation. The Contractor shall thoroughly review designs during the design process and prior to engineering release to assure appropriate safety, quality, maintainability, and reliability requirements are incorporated in the design package. The Contractor shall develop component, subsystem, and system qualification test requirements, criteria, plans, and procedures. The Contractor shall provide the necessary fabrication, design verification and testing of new or upgraded designs to substantiate the design approach. This effort may also include demonstrations, engineering analysis, and preparation of reports. The Contractor shall provide and maintain technical expertise in all key technical disciplines for assigned laboratories and other technical areas. The Contractor shall maintain expert knowledge and awareness of the current state-of-the-art in these disciplines in industry, academia, and other Government laboratories and programs. The Contractor shall support and participate in the Government Technology Transfer/Commercialization Program including providing technical expertise to Florida industries in support of KSC's Outreach Program. When no appropriate technology exists, the Contractor shall provide the necessary scientific and engineering resources to develop the appropriate technology. The Contractor shall validate and document the chosen technical approach. The Contractor shall develop and perform qualification testing of components or systems for use in KSC GSE. 48 50 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- The Contractor shall perform acceptance testing of systems or components developed for DE by the Contractor or by other organizations. The acceptance test procedures and test results will be approved by DE. The Contractor shall prepare turnover documentation for transfer of operations, maintenance, and sustaining engineering responsibility for completed components or systems to customers including Acceptance Data Packages per DRD-009. The Contractor shall perform applications engineering, laboratory tests, and design problem resolution for components or systems previously delivered and or turned over to customers. The Contractor shall utilize existing Government-owned computer-aided engineering, computer-aided drafting and other automation tools such as interactive design, analysis, and graphics systems as the primary method of operation. The Contractor may use manual drafting and other methods of documentation when necessary. The Contractor shall be responsible for development, documentation, and in-service inspection and certification of all DE responsible pressure systems in accordance with KHB 1710.2C, Annex E, "KSC Safety Practices Handbook." The Contractor shall provide sustaining engineering for DE facilities, laboratories, systems, equipment, and components as defined by Work Order. 3.3 ENGINEERING SUPPORT The Contractor shall provide engineering support which includes technical writing, multimedia, illustrating, engineering drafting, and cost estimating. The Contractor shall prepare and maintain Engineering Standards, Specifications, and Procedures. This includes a detailed review of NMIs, NHBs, KMIs, KHBs, and other documents to assure that DE working procedures, standards, and specifications are in compliance and provide recommendations for updating when not in compliance. Activities include research, writing, review, editing, typing, and proofreading required to produce a complete document ready for approval and reproduction. The Contractor shall prepare technical and management multimedia suitable for use in audio/visual presentations, technical reports, plans, operation and maintenance manuals, training classes, technology transfers, etc. The Contractor shall prepare engineering drawings, block diagrams, schematics, printed circuit layouts, parts lists, layouts, and other associated documentation required for engineering design, studies, criteria, conceptual designs, configuration baselines, and completed engineering activities. All applicable documentation shall be prepared in accordance with GP-435, "Engineering 49 51 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- Drawing Practices/Volumes I and II" and KSC-DF-107, "DE Technical Documentation Style Guide." The Contractor shall prepare Drawing Release Authorizations per DE-P 720, "Document Release Authorization (DRA)," for Government signature prior to release. Engineering Documentation Center services will be provided by the Base Operations Contractor. The Contractor shall provide support to the KSC standard parts programs. The Contractor shall provide support for maintenance and generation of component specifications and lists using data sources such as Problem Reporting and Corrective Action (PRACA), NASA Alerts, and the Government Industry Data Exchange Program (GIDEP) (DRD-022). The Contractor shall conduct field surveys, gather technical information, and provide operational data to support Government requirements for reviews, special briefings, and investigations. The Contractor shall provide cost estimating for new projects, alterations, modifications, contract changes, and studies as requested. All cost estimating tasks shall be accomplished in accordance with KSC-SPEC-G...0002, "Compiling Construction Cost Estimates, Specification for" and KSC SPEC-G-0003, "Ground Support Equipment Cost Estimating, Specification for." 3.4 FACILITIES AND LABORATORIES SUPPORT The Contractor shall provide technical support to assigned facilities and laboratories. These facilities and laboratories are used by various contractor and civil service organizations at KSC for design, development, and research activities. They are also for the Contractor's use in performing research and development engineering, component and qualification testing, and to support tasks described elsewhere in this SOW. The Contractor shall provide support to facilities and laboratories ranging from operation and maintenance to specific technical services within facilities and laboratories as defined by Work Order. The Contractor shall provide labor, supplies, material, parts, tools, and equipment necessary to sustain the general capability intended for the facilities and laboratories and specific items necessary for particular experimental or test activities. General housekeeping should be practiced regularly to maintain assigned areas in an orderly, professional manner. Periodic calibrations required for test equipment such as volt meters, torque wrenches, pressure gauges, and other laboratory standards are performed by the Base Operations Contractor. The Contractor shall prepare and/or update existing Periodic Maintenance Instructions (PMIs) describing the type and frequency of maintenance to be 50 52 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- performed on each of the components and systems as designated by Work Order. The Contractor shall provide technical support for research, design, and development projects. The Contractor shall assure safe and orderly facilities, equipment configuration, and operating practices. The Contractor shall be able to work from preliminary engineering instructions, sketches, and concept descriptions. Technicians shall be capable of using standard machines and equipment normally associated with the disciplines and technologies in each facility and laboratory. The Contractor shall fabricate concept test models, prototypes and limited run production models or modifications thereto as directed by Work Order. 3.5 INFORMATION TECHNOLOGY (I/T) RESOURCES The Contractor shall acquire, maintain, upgrade, and/or replace I/T resources and interface with existing Government I/T resources in accordance with the following NASA Chief Information Officer (CIO) Executive Notices to the extent indicated. 1. Compatible with the following CIO Executive Notices: Notice Title ------ ----- 02-95 Internet Usage Policy 08-95 Designated Internet Home Page Naming and Ownership 09-95 Network Protocol Standard 01-96 NASA Electronic Mail 02-96 NASA X.500 Directory Standard 20-97 Intranet Functional Requirements 2. Compliant with the following CIO Executive Notices: Notice Title ------ ----- 03-95 Information Technology (IT) Obsolescence Management 06-95 Minimum Office Automation Software Suite Interface Standards and Product Standards 07-95 Minimum Hardware Configuration 18-97 UNIX Interoperability Standards 19-97 Standard Workstation Management Tools The Contractor shall provide I/T planning information identified in Appendix 5 "I/T Planning and Review at KSC, Principles and Goals." 51 53 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- Items or services acquired under this contract are required to include accurate processing of the date and date-related data (including but not limited to calculating, comparing, and sequencing) by all hardware and software products delivered under this contract, individually and in combination, upon installation. This also includes the manipulation of data with dates prior to, through, and beyond January 1, 2000, and shall be transparent to the use. Hardware and software products provided under this contract shall, individually, and in combination, successfully transition into the Year 2000 with the correct system date, without human intervention, including leap year calculations. Such products shall also provide correct results when moving forward or backward in time across the Year 2000 or subsequent years. 4.0 SAFETY AND MISSION ASSURANCE Safety and Mission Assurance (S&MA) encompasses the fields of safety, reliability, maintainability, and quality assurance for the contract. The Contractor shall develop, provide, and implement an ISO 9001 transition plan implementing ANSI/ASQC Q9001-1994 in accordance with DRD-012. The transition plan shall meet the intent of ISO 9001 and shall serve as the control document for the Contractor's Quality Assurance (QA) program until ISO 9001 compliance (2) is achieved. Upon reaching compliance, ISO 9001 shall serve as the Contractor's QA control document. The Contractor shall also incorporate safety-related requirements, identified in Appendix 4, into appropriate plans, processes and operations. The Contractor shall provide the following support, products, and/or services: 1. Develop, implement, and document approaches to ensure activities are effective in the mitigation of risk. This includes the identification of methods by which the Government can measure Contractor S&MA performance. 2. Support Government audit/surveillance of Contractor plans, procedures, and processes. 3. Develop, implement and document auditable approaches to achieve safe operations, including a safety and health plan in accordance with DRD-011. The document shall detail how the Contractor shall assure the identification, evaluation, elimination and control of safety and health concerns. 4. Develop, implement and document the approach to ensure the identification, elimination, and control of hazards throughout the complete project life cycle (design, development, manufacture, test, operations, - -------------------- (2) Compliance in this instance means that the Contractor's operations meet the requirements for certification (but has not gone through the formal certification process) according to a gap analysis performed by a second party auditor identified by the Contracting Officer. 52 54 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- maintenance, and disposal) of items or processes for which the Contractor is responsible. The approach shall include the processes in which personnel and property shall be protected from injury or harm as a result of exposure to hazards. The Contractor shall report and investigate incidents, including remedial and corrective actions performed in accordance with KHB 1710.2. The Contractor shall provide summary data on accidents in accordance with DRD-O08. 5. Develop, implement, and document an auditable approach to maximize operational availability for Contractor products. This approach shall include, but not be limited to, such areas as: assessments of reliability and maintainability performance against baseline requirements; preparation and implementation of maintenance and reliability control/ assessment methods such as Failure Modes and Effects Analysis (FMEA); and assessments of materials and parts in support of operational integrity. 6. Collect and compile information derived from empirical data (test results, analysis reports, inspection records, delivery logs, etc.) to demonstrate products and services delivered to the Government are in compliance with requirements and specifications. As a part of this effort, the Contractor shall establish a system to control and/or improve quality. The delivery of the compliance information shall be at the request of the Government. 7. Provide for the identification, reporting, and elimination/disposition of nonconformance/problems in accordance with NSTS 08126, and/or SSP 30223 requirements, as appropriate. The Contractor shall provide real-time access to nonconformance/problem documentation, data, databases, analyses, and related information to the Government. The Contractor shall provide for appropriate Government insight into the disposition of nonconformance/problems, including notifying the Government of the occurrence. 8. Develop, implement and document an approach for controlling the quality of processes, including the control of variability and stability for repetitive processes that control key product characteristics. Key characteristics are the features of a material, part, or process whose variations have an influence on product fit, service life, or performance, including safety or reliability. 9. Support program milestones such as design, acceptance, and readiness reviews. Participate in reviews to assure S&MA requirements are considered in decisions that affect hardware design, configuration controls, initiation of subsystem and integrated testing, and shipment. S&MA data presented shall contain sufficient detail to allow management to assess the acceptability to proceed with the next program phase activity. 53 55 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS LIST - -------------------------------------------------------------------------------- DRL NUMBER EDC REVISION BASIC - -------------------------------------------------------------------------------- PROJECT/SYSTEM ENGINEERING DEVELOPMENT CONTRACT - -------------------------------------------------------------------------------- CONTRACT NUMBER PREPARATION DATE - -------------------------------------------------------------------------------- CONTRACTOR TECHNICAL APPROVAL - -------------------------------------------------------------------------------- ATTACHMENT NUMBER EXHIBIT NUMBER - -------------------------------------------------------------------------------- ITEM TITLE CHANGE STATUS NO. - -------------------------------------------------------------------------------- 001 Emergency Preparedness Plan 002 Metrics Data Report 003 Contractor Financial Management Report (NASA Form 533 Series) 004 Information Technology (I/T) Reporting 005 Motor Vehicle Utilization Plan 006 Annual Summary of Records Holdings Report 007 Information Technology (I/T) Plans 008 Safety Statistics Report (SSR) 009 Acceptance Data Package (ADP) 010 Management Plan 011 Safety and Health Plan 012 ISO 9001 Transition Plan 013 Security Plan 014 Risk Assessments 015 Work Order Progress Chart 016 Maintenance Plan 017 Maintenance Status Report 018 Work Order Summary Report 019 Automated Information Security Plan 020 Pressure Vessel/System Certification Report 021 Monthly KSC Headcount Report 022 GIDEP Alert System 023 Summary Labor Report 024 Work Order Revision Status Report 025 Technology Transfer Plan 026 Technology Transfer Report 027 Procurement Summary Report 028 Contractor Workforce and Funding Authority Summary Report 029 Contractor Resource Management Summary and Concerns Report 030 Work Plan 031 Equal Employment Opportunity Report 54 56 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- INSTRUCTIONS FOR COMPLETING CONTRACT APPLICATION INFORMATION ------------------------------------------------------------ A. LINE ITEM #: Sequentially number line items beginning with number 001. B. LINE ITEM TITLE: Enter the title of the data item as shown in the Statement of Work (SOW), the RFP, and/or as directed by the CTM. C. OPR (Office of Primary Responsibility): Enter the organization designated to exercise technical and/or administrative control over the data requirement. Use approved organizational code. D. TYPE: Enter "Type of Data" code as follows: CODE DESCRIPTION ---- ----------- 1 Data requiring written approval by the procuring activity prior to implementation into the procurement or development program. 2 Data submitted to the procuring activity for review not later than 3 weeks prior to project implementation. Data shall be considered approved unless the contractor has been notified of disapproval prior to project implementation. 3 Data submitted to the procuring activity for coordination, surveillance, or information. 4 Data retained by the contractor to be made available to the procuring activity upon request. The contractor shall furnish a list to the procuring activity. 5 Data to be retained by the contractor and reviewed by NASA on request.
E. INSPECT/ACCEPT: Enter Inspection Acceptance code as follows: CODE INSPECTION ACCEPTANCE CODE INSPECTION ACCEPTANCE ---- ---------- ---------- ---- ---------- ---------- 1 Source Source 4 Certificate of Conformance (Mandatory) 2 Destination (OPR) Destination (OPR) 5 Certificate of Conformance (Optional) 3 Source Destination (OPR) 6 No Inspection Required No Acceptance Reqd F. FREQUENCY OF SUBMISSION: Enter the frequency of submission code as follows: CODE DESCRIPTION CODE DESCRIPTION CODE DESCRIPTION ---- ----------- ---- ----------- ---- ----------- AD As Directed PC Per Contract PV Per Vehicle AN Annual PD Per Failure QU Quarterly AR As Required PE Per Event RD As Released BE Biennial PF Per Facility RT One Time & Revisions BM Bimonthly (every 2 months) PG Per Program SA Semi-Annually BW Biweekly (every 2 weeks) PI Per Equipment End Item SM Semi-Monthly DA Daily PJ Per Project TY Three-Year Period DD Deferred Delivery PL Per Launch Flight Mission UR Upon Request MO Monthly PS Per System WK Weekly OT One Time PT Per Test
G. INITIAL SUBMITTAL: Enter date of initial submittal as follows: Month, Day, Year. If calendar date is not scheduled, enter number of days preceding or following event to which the data requirement is related, e.g., 90 days prior to launch. Amplify in REMARKS (Item J) if necessary. H. AS OF DATE: For "Onetime Only" submittals, enter date by month, day, year. For recurring submittals, enter number coding, e.g., 30/10, 90/10, 15/5, etc. The first digit(s) indicate the number of calendar days from the reporting period's (block F) start to the data preparation cutoff. The second digit(s) after the slash indicates the number of calendar days from the cutoff to the submittal date. Example: if block F were "MO" and block H were "30/10", the data would include the entire month and would be submitted within 10 days thereafter. J. REMARKS: Enter in this space: (a) minor exceptions to the DRD; (b) stipulation of specific forms when multiple forms are authorized on the DRD; (c) the paragraph, page, etc. in an existing contract where the data requirement is specified (this data may be removed at final approval); (d) additional submittal information if necessary. K. DISTRIBUTION: Enter organizational symbol, number of copies, and type of copy code(s) in parenthesis required for each office. Type of copy codes are as follows: (A) Regular; (B) Reproducible; (C) Microfilm, Aperture Cards; (D) Others (explain in remarks - item J). Example of entries: IS-PRO-1 (1A)=one regular copy; lS-PRO-3 (5A, 1B)=five regular copies, one reproducible copy. Enter the total number of copies by type in the space provided. ------------------------------------------------------------- INSTRUCTIONS FOR COMPLETING DATA REQUIREMENT DESCRIPTION -------------------------------------------------------- GENERAL: The Data Requirement Description (DRD) will be prepared to describe the content and provide preparation information for data required in support of NASA programs. 1. TITLE: Enter the title or type of document required. The first word of the title should be a principal noun which best establishes the basic concept of the data. Subsequent words should be appropriate modifiers. For example: Plan, Project Development (SIVB); Report. Quarterly Progress; Proposal, Engineering Change (ECP). 2. NUMBER: Enter the appropriate number assigned to the DRD. This number will identify the appropriate data category. 3. USE: Enter a synopsis of the use of the document stating reason for the requirement. 4. DATE: Enter date of preparation. 5. ORGANIZATION: Identify the installation preparing the DRD. 6. REFERENCE5: List applicable documents by number (NASA Mgt Manual, etc.) to which the preparing office (e.g., NASA installations, etc.) may refer for additional information concerning the data requirement. 7. INTERRELATIONSHIP: Enter all affected approved DRDs within the scope of the program when the DRD under preparation creates a significant impact or interface relationship with existing DRDs. Include a brief narrative of the impact or relationship created and a statement that the new DRD does not cause a conflict with other DRDs. 8. PREPARATION INFORMATION: Provide ample information for preparation of the data required by the data requirements description. Include all necessary details of preparation to satisfy the originator's formal requirements. NOTE: This is an electronic facsimile and is not an exact duplicate of the original form. 55 57 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 001 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Emergency Preparedness Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE IM.-SPS 1 2 RT See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The Emergency Preparedness Plan shall be submitted for approval by the Contracting Officer within 60 days after contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Emergency Preparedness Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide the method for the establishment, development, and maintenance of the effective 5. ORGANIZATION capability to cope with emergencies or disasters KSC as identified in KHB 1040.1F w/ch.1. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Prepare and maintain a current Emergency Preparedness Plan for the protection of personnel and facilities in the assigned areas of operation. A. The Plan shall provide: 1. Emergency plans and procedures (including hurricanes); 2. Methods to be used for indoctrination and training of Contractor and support personnel for optimum emergency readiness. 3. Procedures for prompt return of systems to full operational condition following an emergency. 4. Effective emergency operational performance. 5. Description of how the Plans will be implemented. 6. Identification of a Hurricane Coordinator. B. The format of the Plan shall be similar to that in KHB 1040.1F w/ch.l. - ------------------------------ Block 6 References: NMI 1040.3C KHB 1040.1F w/ch.1 56 58 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 002 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Metrics Data Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 2 QU/AD See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The initial report submittal shall be after the first quarter or as designated in a WO or TD. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Metrics Data Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To report the Contractor's Metrics Data to NASA for evaluation. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION As directed, provide metric data to the Technical Representative of the applicable Work Order or Technical Directive requiring the metric. At the end of each quarter, prepare a summary report of all metric data required by the contract, specifically those metrics called out in Work Orders and Technical Directives. Data should be presented in chart form where practicable, and should indicate any available trend history from all previous reporting periods. Each chart shall include the title, WO number, and Technical Contact of the applicable Work Order. 57 59 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 5 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 003 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Contractor Financial Management Report (NASA Form 533 Series) - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE GC-C1-C 3 6 MO/QU See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Initial submission of NASA Form 533M and 533Q reports shall begin with the first monthly report after contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER NASA Contractor Financial Management Report (Monthly - NASA Form 533M) (Quarterly - NASA Form 533Q) - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide financial management cost and financial planning data for ensuring that Contractor operations are efficiently planned and supported by dollar and labor resources. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-015,DED-018 See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Block 6. References: NPD 9501.1F NPG 9501.2C - --------------------------- Block 8. Preparation Information: A. Prepare NASA Forms 533M & 533Q per instructions referenced above (NPG 9501.2C). Refer to sample 533 reporting format for desired report periods and cost elements to be presented. In addition, the contractor will be required to report hours and costs for both actual and planned elements for the fiscal year to date. B. An initial NF533Q report shall be submitted within 30 working days after authorization to proceed has been granted. This initial report shall reflect the original contract value detailed by negotiated reporting categories and shall be the original contract baseline plan. Subsequent NF533Q reports are due not later than the 15th day of the month preceding the quarter being reported (e.g. the report for the quarter beginning July 1 is due not later than June 15). Additional negotiated amounts, if any, shall be identified in like manner within 30 days of the conclusion of negotiations. An addendum shall be included with each NF533Q which will provide details of Payroll Additives and Fringe Benefits, as described in paragraph "P.". C. NF533M reporting must begin not later than 30 days after incurrence of cost. Subsequent NF533M reports shall be furnished not later than 10 working days following the close of the Contractor's monthly accounting period. D. In no case will the NF533M & NF533Q reports arrive later than the 15th calendar day of the appropriate month. (See continuation sheet) 58 60 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-003 KENNEDY SPACE CENTER Page 2 of 5 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Contractor Financial Management Report (NASA Form 533 Series) - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: E. The Contractor shall additionally provide data, exclusive of narrative remarks, on electronic medium. The Contractor and NASA will jointly pursue the use of available technologies and transmission capabilities to facilitate electronic reporting, and will endeavor to provide electronic reporting earlier than the standard due dates. F. The Contractor shall furnish with the initial NF533Q, the Contractor's accounting calendar which lists the accounting periods, number of work days included in each period, and all holidays. All subsequent revisions shall be provided at the time of the change. At a minimum, an updated accounting calendar will be provided at the beginning of each government fiscal year. G. Data elements listed in this DRD will be reported under the following categories: 1. Total Contract Summary ---------------------- 2. Indirect Cost Summary (Management & Administrative) -------------------------------------------------- 3. Work Order Summary by Appropriation. Numbers and Nomenclature ------------------------------------------------------------- a. Program Summaries b. Work Order Detail Summaries c. Closed Work Order List d. Summary of Closed Work Orders 4. Work Order Numbers and Titles ----------------------------- H. Contractors are required to indicate full incurred costs on the NF533 Report. At the end of each fiscal year, upon submittal of final indirect cost rates, provisional billing rates shall be changed to the proposed final rates. The Contractor shall include all adjustments in the current month actual costs column on the NF533M, itemizing adjustments in an addendum to the NF533M. I. Cost figures will be reported to the nearest whole dollar, and equivalent headcount will be reported to the nearest tenth. Hours will be reported to the nearest whole hour. J. Subcontractors, if applicable, will provide 533 reports to the prime Contractor in the same format as required by this DRD for the applicable data elements and categories. Copies of the subcontractor's 533 reports will be submitted with the prime contractor's 533 reports. K. Indirect costs (such as management and administrative costs and Non-Work Order related ODC) shall be allocated to the applicable Work Orders based on acceptable accounting practices and statistical techniques. A complete breakdown of all elements of indirect cost and allocation methods will be required. Specific percentages and distributions must be approved by NASA prior to implementation. L. Each NF533M shall contain a next month estimate for all anticipated hours and costs. M. The Contractor shall provide with the NF533M, a variance analysis by amount and percent for each element of cost, of the difference between the estimate for the month (made in the previous month) and the actual for the month being reported in the current NF533M. This variance analysis will be required for the Contract Summary, as well as for each Appropriation Summary. In addition, the Contractor shall provide a narrative summary of each data element and explain the reason(s) for the variance. (See continuation sheet) 59 61 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-003 KENNEDY SPACE CENTER Page 3 of 5 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Contractor Financial Management Report (NASA Form 533 Series) - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: N. For any indirect rates (such as overhead, G&A, etc.) charged to the contract, the Contractor is to identify in the narrative to the NF533M the provisional billing rates, ceiling rates and cumulative actual rates for the contract. 0. Data elements to be reported should include the following: CONTRACTOR FINANCIAL MANAGEMENT REPORTS - NASA FORMS 533M & 533Q DATA ELEMENTS DIRECT LABOR (ENGINEERING, ENGINEERING SUPPORT, FACILITY AND LABORATORY SUPPORT) HOURS ------------------------------------------------------------------------ Straight Time Productive Hours Overtime Productive Hours Overtime Productive Hours Not Paid Subcontract Productive Hours Subtotal Productive Hours Non-Productive Hours TOTAL DIRECT HOURS INDIRECT LABOR (MANAGEMENT AND ADMINISTRATIVE LABOR) HOURS ---------------------------------------------------------- Straight Time Productive Hours Overtime Productive Hours Overtime Productive Hours Not Paid Subcontract Productive Hours Subtotal Productive Hours Non-Productive Hours TOTAL INDIRECT HOURS TOTAL DIRECT & INDIRECT LABOR HOURS DIRECT LABOR (ENGINEERING. ENGINEERING SUPPORT. FACILITY AND LABORATORY SUPPORT LABOR) COST ------------------------------------------------------------------------ Straight Time Productive Cost Overtime Productive Cost Subtotal Direct Productive Cost Non-Productive Cost Fringe Benefits/Payroll Adds Subtotal Non-Productive TOTAL DIRECT LABOR COST (See continuation sheet) 60 62 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-003 KENNEDY SPACE CENTER Page 4 of 5 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Contractor Financial Management Report (NASA Form 533 Series) - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: INDIRECT LABOR (MANAGEMENT AND ADMINISTRATIVE LABOR) COST --------------------------------------------------------- Straight Time Productive Cost Overtime Productive Cost Subtotal Indirect Productive Cost Non-Productive Cost Fringe Benefits/Payroll Adds Subtotal Non-Productive TOTAL INDIRECT LABOR COST TOTAL DIRECT & INDIRECT LABOR COST OTHER DIRECT COSTS (Subgrouped by Work Order and Non-Work Order Related): ------------------------------------------------------------------------- Subcontracts Material/Equipment-current year Material/Equipment-prior year Maintenance-current year Maintenance-prior year Motor Vehicle Expense Training Travel Relocation Recruitment Other ODC (detail elements in NF533M narrative) TOTAL OTHER DIRECT COST TOTAL COST BEFORE G&A G&A --- COST OF FACILITIES CAPITAL -------------------------- TOTAL COST ---------- AWARD FEE --------- Fee Earned Interim Fee Provisional Fee Potential Additional Fee TOTAL AWARD FEE TOTAL CONTRACT COST AND FEE --------------------------- MANAGEMENT INFORMATION ITEMS Prompt Payment Discounts Unfilled Orders Termination Liability Equivalent Direct Headcount Equivalent Indirect Headcount Equivalent Population Equivalent Overtime Headcount Overtime Rate Percent Equivalent Subcontractor Headcount Contract Total Physical (Actual) Headcount (See continuation sheet) 61 63 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-003 KENNEDY SPACE CENTER Page 5 of 5 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Contractor Financial Management Report (NASA Form 533 Series) - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: P. An analysis of Payroll Additives & Fringe Benefits (PA&FB) shall be included with each NF533Q. The analysis will detail all elements that make up the PA&FB category and list the Fiscal Year to Date Cost for each element, and provide an estimate for the balance of the Fiscal Year, by quarter. The associated labor cost will also be included, and the Fringe Benefit Rate will be calculated as a percent of labor cost. The applicable bases, and rates for the individual elements will be provided. Variances from planned rates, and variances between quarters will be explained. Q. SELECTED DATA ELEMENT DEFINITIONS Elements of cost are defined in general in NPG 9501.2C. This Center feels that additional explanations are necessary for the items listed below, in order to ensure clarity. 1. Straight Time Hours - Those non-premium hours exclusive of non-productive hours which are worked by direct labor personnel. 2. Overtime Hours - Those premium hours worked by direct labor personnel. 3. Non-Productive Hours - Those hours used for vacation, sick leave, holiday, and other non-work periods. This only includes those hours for which the employees are paid. 4. Equivalent Direct Headcount - The average number of personnel directly performing a specific task or contract (does not include indirect personnel), for a given length of time, and is usually expressed as a monthly average. It is further defined as:
Direct Headcount = Straight Time Direct Hours + Non-Productive Hours for Direct Employee ------------------------------------------------------------------------- 8 x (number of Operating Days and Holidays)
5. Equivalent Indirect Headcount - The average number of indirect (Management & Administrative) personnel. Population less direct headcount. 6. Equivalent Population - The average number of contractor personnel located at KSC during the month. The total of Direct and Indirect Headcount. It is further defined as: Straight Time Direct Hours + Non-Productive Hours + Indirect Hours (M&A) ----------------------------------------------------------------------- 8 x (number of Operating Days and Holidays) 7. Equivalent Overtime Headcount - ------------------------------- Equivalent Overtime Headcount = Total Paid Overtime Hours Expended ----------------------------------------- 8 x (number of Operating Days & Holidays) 8. Overtime Rate Percent - ----------------------- Overtime Rate = Overtime Hours Expended ------------------------------------ Straight Time Hours + Non-Productive 62 64 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 004 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Information Technology (I/T) Reporting - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE IRM Rep. 3 6 SA/AD See Block J - -------------------------------------------------------------------------------- J. REMARKS Initial submittal 6 months after contract start unless otherwise directed. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Information Technology (I/T) Reporting - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide NASA with I/T reporting data necessary for oversight. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION List separately by Work Order and cumulative total for the contract all associated Information Technology (I/T) resources which includes workforce labor, hardware and software for both Commercial-Off-The-Shelf (COTS) and developed items. Costs and labor shall be accumulated for work activity or purchases which are expended in I/T activities (this does not include activities which may utilize I/T resources as a tool but are not I/T activities; e.g., conducting a test which may use I/T tools but there is no I/T design, development or purchase required). Provide cumulative actuals for the contract segregated into the following categories: 1. COTS: a) Purchased hardware cost b) Purchased software cost 2. Design/Development/Integration-related: a) I/T workforce cost for hardware items b) I/T workforce labor hours for hardware items c) I/T workforce cost for software items d) I/T workforce labor hours for software items 63 65 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 005 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Motor Vehicle Utilization Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-ADM 3 6 See Block J See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The initial plan shall be submitted 30 days after the contract start. The plan shall be updated every 6 months covering all changes necessary including a 12 month vehicle forecast which must allow 6 months advance notice of increased requirements. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Motor Vehicle Utilization Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE The plan shall provide for the method of aquisition and management of motor vehicles needed to properly 5. ORGANIZATION perform the requirements of the contract. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Motor Vehicle Utilization Plan shall fully describe the Contractor's methodology in acquiring motor vehicles demonstrating that the most efficient and cost effective techniques are employed. The Plan shall also fully describe the management techniques which assure that the proper number of vehicles are continuously justified, that operators are fully aware of "official use only" restrictions, and are properly licensed. Operator discipline for improper use of vehicles shall be described. The Plan shall also contain a 12 month vehicle requirements forecast which must be updated every 6 months. - -------------------------- Block 6 References: KHB 6000.1C KHB 1610.1 64 66 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 006 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Annual Summary Of Records Holdings Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-ADM 3 2 AN See Block J 360/10 - -------------------------------------------------------------------------------- J. REMARKS The initial report shall be submitted 30 days after the contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Annual Summary Of Records Holdings Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide the KSC Records Management Officer with an annual count of NASA-owned, Contractor-held records 5. ORGANIZATION on hand and the volume of records destroyed during the KSC year. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. The report is submitted on Standard Form 136, "Annual Summary of Records Holdings." The forms and current submittal information will be provided by the OPR (Office of Primary Responsibility). B. Examples of information requested include: 1. Volume of records on hand (in cubic feet) at the beginning and end of the reporting period. The reporting period is from October 1 to September 30 of the subsequent year. 2. Volume of records destroyed during the reporting period. 3. Number of reels of magnetic tape on hand. 4. Volume of audio visual records destroyed during the reporting period (includes still pictures, motion pictures, sound recordings and video recordings). 5. An explanation of significant increases or decreases in volume of records, holding, or any other significant records disposition matters, such as, the volume of "non-record material" on hand at the beginning and end of each reporting period. - -------------------------- Block 6 References: KMI 1440.1F NPG 1441.lC 65 67 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 007 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Information Technology (I/T) Plans - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DL-DSD 1 6 See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block F: Yearly as required for Level A plan with updates as necessary. Initially and as required for updates for Level B plan. Block G: Within 45 days after contract start. * Block K - Code D: Data to be provided on electronic medium. DL-DSD will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Information Technology (I/T) Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To document Contractor Information Technology requirements for NASA approval and reporting to other 5. ORGANIZATION government activities. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Prepare Level A and Level B Information Technology Plans and submit to the DE Information Resources Manager (IRM) Representative as required to maintain current information on (I/T) requirements and changes thereto. Section J, Attachment J-1, Appendix 5 contains the NASA KSC Chief Information Officer (CIO) direction currently in use pending NASA agency directives. 66 68 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 008 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Safety Statistics Report (SSR) - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 See Block J See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block F: Monthly, on or before the 10th of each month, for the previous month. Block G: By the 10th of the second month after contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Safety Statistics Report (SSR) - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide information on the accidents affecting the Contractor's performance. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES KHB 1710.2C, Annex B - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Safety Statistics Report (SSR) provides information on accidents affecting the Contractor's performance. The SSR shall contain the following monthly information (Contractor format): 1. Number of labor hours worked. 2. Number of new lost-time injury cases. 3. Number of lost-time days for the month (including previous month's cases). 4. Number of medical treatment cases. 5. Number of first aid cases. 6. Number of miles driven in Government-provided vehicles. 7. Number of vehicle accidents with damage greater than $1000. 8. Total damage cost due to motor vehicle accidents (including accidents with less than $1000 damage). 9. Number of accidents which resulted in NASA property damage greater than $1000. 10. Total damage cost to NASA property as a result of accidents (including accidents with less than $1000 damage). 67 69 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 009 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Acceptance Data Package (ADP) - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE EY 4 See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block F: Submitted with shipment/transfer of each applicable hardware item or software delivery. Block G: As required on Work Order or Technical Directive (TD) with delivery of hardware or software from DE to a customer. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Acceptance Data Package (ADP) - -------------------------------------------------------------------------------- 3. USE 4. DATE The ADP is an accumulation of documentation that provides a verified, complete and current status of deliverable hardware/software as required on the 5. ORGANIZATION WO or TD. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The ADP shall be prepared using KHB 5310.1C, Change 5 as a guideline or, for Space Station Program items, in accordance with SSP 30695 (Contractor format is acceptable). 68 70 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 010 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Management Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 2 RT/AD See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The plan shall be submitted within 15 days after contract start and must be approved by the Contacting Officer. Subsequent submissions or updates will be submitted per the request of the OPR. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Management Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE The document shall detail the Contractor approach to 5. ORGANIZATION implementing the detailed management activities. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Management Plan shall include sufficient information to address the Contractor's approach to organization, planning, scheduling, implementing, staffing, subcontracting, application of Continuous Improvement principles, risk management and all SOW activities. The Plan shall also address how the Contractor will interface with the multiple government and contractor organizations which will be required. The plan shall incorporate the major aspects of the Contractor's proposal as modified through the Best and Final Offer. 69 71 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 011 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Safety and Health Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE EI 1 N/A See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G: A preliminary Safety and Health Plan shall be submitted within two weeks after the contract start with the final plan submittal for approval within 90 days after the contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Safety and Health Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To describe the Contractor's safety and health plan 5. ORGANIZATION for each work area. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES KHB 1710.2C, Annex B - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION 1. SCOPE: Applicable to all NASA centers and sites where the Contractor is operational. 2. APPLICABLE DOCUMENTS: -------------------- NHB 5300.4 (1D-2) Safety, Reliability, Maintainability and Quality Provisions for the Space Shuttle Program, as modified by this SOW NHB 1700.1 (VI)-B NASA Safety Policy and Requirements Document CFR 1910 Department of Labor, Occupational Safety and Health Standards 3. CONTENTS: The plan shall describe tasks and activities of safety and health management at each work area where the contractor is operational to assure the identification, evaluation and elimination/control of safety and health concerns. The plan shall include the following: a) Organization chart(s) which illustrate the functional relationships and lines of communication between Safety, Health and other organizational elements. b) Descriptions of the Safety and Health management function within the organization including the process through which management decisions will be made, including notification of the local NASA Safety and Health organization of critical and catastrophic hazards, corrective actions, mishaps and deviations or waivers to NASA Safety and Health requirements. c) Description of the responsibility, authority, and accountability of Safety and Health personnel, other Contractor organizational elements involved in the safety and health effort and subcontractor safety and health personnel. Include the organizational unit responsible for the execution of safety and health tasks and the position with the authority to resolve all identified safety and health issues. (See continuation sheet) 70 72 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-011 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Safety and Health Plan - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: 3. CONTENTS: (cont.) d) Description of the management controls that will be used to ensure compliance with safety and health regulations. e) Cross-reference of safety program requirements (e.g., OSHA, NASA, KSC) and Contractor procedures to avoid duplication of effort. f) Description of the safety program measurement system, including measurements, metrics, and trend analysis methods. The performance measurement system should describe responsibility for identifying and implementing remedial action, recurrence control, and corrective actions that are necessary to control and/or improve performance as indicated by the performance measurement system. 4. ELEMENTS TO BE CONSIDERED IN THE PLAN: a) Training b) Certification c) Inspections and audits d) Control of unsafe conditions e) Design, construction, and activation of facilities f) Operation and maintenance of facilities g) Fire prevention and protection h) Handling and storage of hazardous materials i) Transportation j) Hazards to the public and employees, such as pollution and waste disposal, radiation, pesticides, noise and vibration, and explosion k) Accident/Mishap investigation, reporting, and tracking l) Hazardous operations m) Personnel protective equipment n) Contingencies, emergencies, and disasters o) Subcontractor industrial safety requirements and the methods employed to insure compliance 5. FORMAT: Contractor format is acceptable. 6. MAINTENANCE: Changes shall be incorporated as required by change page or complete re-issue. 71 73 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 012 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE ISO 9001 Transaction Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 2 RT/AD See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS A preliminary Plan shall be submitted for approval within thirty days after contract start. The final plan shall be submitted for approval within 90 days after contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER ISO 9001 Transaction Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To serve as the master planning and control document for the Contractor's Safety & Mission Assurance program 5. ORGANIZATION until successful ISO 9001 Compliance. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES ISO 9001 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The ISO 9001 Transition Plan shall meet the intent of ANSI/ASQC 150 9001 and shall serve as the control document for the Contractor's Quality Assurance (QA) program until successful ISO compliance is achieved for this contract. The plan shall describe the Contractor's management approach for QA activities including elements related to the successful transition to IS0 9001 compliance. The plan shall include milestone metrics which will be used to assess the Contractor's progress toward compliance and shall be provided in a format that readily identifies the Contractor's QA program and those specific requirements imposed by the contract. The plan shall be capable of being audited by the Government. The plan shall show the relationship of the individual managing the QA Program with each group performing QA program tasks including his authority to control and monitor the cited tasks. As an attachment to the plan, the Contractor shall list the implementing ISO quality procedures by subject, cross referenced to the paragraph(s) of the plan, number and revision date. The "index" or listing shall become part of the plan and require periodic updating. The initial plan submission shall incorporate all changes to the proposal draft plan through Best and Final Offers and, when approved, will be used as the control document for the Contractor's QA program until approval of the final plan submission. The final plan submission shall incorporate all changes to the initial plan necessary for the transition of DE labs for which the Contractor has responsibility for ISO compliance. When approved, the final plan will be used as the control document for the Contractor's QA program until ISO compliance is complete at which time IS0 9001 will be used as the control document. 72 74 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 013 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Security Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE IM-SPS 1 2 RT-AD See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS A preliminary Plan shall be submitted two weeks after the contract start and a final plan shall be submitted for approval within 90 days of the contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Security Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE Document shall detail Contractor approach to 5. ORGANIZATION implementing NASA KSC security policies and directives. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Contractor Security Plan shall address the Contractor approach to implementing KSC policy and directive documents. Additionally, other Contractor security initiatives and innovative operating approaches or procedures shall be included. The basic plan shall be unclassified. Any KSC referenced documents that would be included in the basic Contractor Security Plan whose inclusion would be classified should be addressed as a separate appendix appropriately classified. - ------------------------- Block 6. References: KHB 1610.1A KHB 1610.2A 73 75 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 014 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Risk Assessments - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 AR See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G: Separate report for each program risk, when identified. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Risk Assessments - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide NASA with a formal risk assessment of the Contractor responsible portions of design and 5. ORGANIZATION test activities with each topic and issue presented KSC to the CTM for resolution/approval. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Risk Assessment provides a formal means to identify, assess, and mitigate risks associated with technical, schedule, mission success and cost. A risk assessment including analytical methods, qualitative and/or quantitative as appropriate will be developed and delivered when a program risk is identified or increases. The assessment should include: a. Identification of the primary risk drivers. b. Qualitative and/or quantitative assessment of the risk including probability/likelihood of occurrence and consequences (i.e., increase, decrease or no change to present risk posture). c. Option for mitigating the risk including a recommendation. d. Impacts to baselined risk controls Contractor format is acceptable. 74 76 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 015 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Work Order Progress Chart - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 J MO See Block J - -------------------------------------------------------------------------------- J. REMARKS Initial submittal shall be 30 days after contract start. The progress charts shall be capable of being sorted according to the responsible organization and UPN. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Work Order Progress Chart - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide Technical Contacts with detailed progress 5. ORGANIZATION of the work being performed on each Work Order KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-003 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. The Progress Chart shall consist of narrative descriptions, tabular data and a schedule. B. Contents of the report shall include, but not be limited to, the following information: 1. Identity of work by Government Work Order Number. 2. Work Order Title. 3. Project Control Number (PCN, if applicable). 4. Unique Program Number (UPN). 5. Identity of NASA Technical Representative, the NASA Technical Contact and their respective mail codes. 6. Identity of the Contractor Interface and mail code. 7. Identity of the NASA Project Engineer and mail code. 8. Authorized straight and overtime productive hours. 9. Actual straight and overtime productive hours expended this period. 10. Actual straight and overtime productive hours expended to date for the current contract period. 11. Contractor's estimated straight and overtime productive hours required to complete the Work Order. 12. Authorized cost of materials and incidentals (other than travel and training). 13. Actual materials and incidentals expenditures this period. 14. Actual materials and incidentals expenditures to date for the current contract period. 15. Actual travel and training expenditures this period. 16. Actual travel and training expenditures to date for the current contract period. (See continuation sheet) 75 77 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-015 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Work Order Progress Chart - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: 17. Contractor's estimated cost of materials and incidentals required to complete the Work Order. 18. Authorized total resources ($). 19. Actual total resources ($) expended this period. 20. Actual total resources ($) expended to date for the current contract period. 21. Contractor's estimated total resources ($) required to complete the Work Order. 22. Government required completion date. 23. Contractor's estimated completion date. 24. A bar chart schedule depicting the order in which the Contractor plans to accomplish all of the work described by the Work Order. The schedule shall contain major activities such as: Design, drawing preparation, drawing submittals, purchase order release, subcontract efforts, material and component deliveries, assembly, submittal of test plans/test procedures/test reports, testing, hardware refurbishment, and preparation for shipment. The Contractor shall indicate the percent of the activity to be accomplished in each period for activities that are not contained in a single reporting period. Each activity bar shall have start and stop dates. Each update of the Work Order Progress Chart shall show both the original schedule and the actual schedule. Each update shall show the effective date of the change. 76 78 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 016 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Maintenance Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 2 RT/AD See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The Maintenance Plan requires approval by the Contracting Officer. The preliminary Maintenance Plan shall be submitted within 30 days after contract start and the final plan submitted for approval within 90 days after contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Maintenance Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE The Plan shall detail the Contractor approach to 5. ORGANIZATION implementing a complete and thorough maintenance KSC program. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-017 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Maintenance Plan shall include sufficient information so as to address the approach to implementing a complete and thorough maintenance program for assigned facilities, laboratories, systems, and equipment. The plan shall address allocation of Contractor manpower to accomplish maintenance documentation updates and actual performance of maintenance tasks. The plan shall also include the Contractor's approach to the integration of maintenance tasks with other ongoing work activities. Timetables for completing the documentation updates and implementing a maintenance program are to be included in the plan. 77 79 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 017 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Maintenance Status Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 QU See Block J 90/15 - -------------------------------------------------------------------------------- J. REMARKS The initial report shall be submitted in the first quarter after contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Maintenance Status Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide visibility and status of the Contractor's 5. ORGANIZATION maintenance activities. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-015 and DRD-016 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Maintenance Status Report shall include, but not be limited to, the following information as required by Work Order: 1. Identity of work by Government/Contractor Work Order number. 2. Work Order title. 3. Identity of NASA Technical Contact. 4. Description of maintenance activities performed the quarter. 5. Facilities/laboratories/systems/equipment affected. 6. Actual labor hours expended on maintenance the quarter. 7. Actual labor hours expended on maintenance to date. 8. Estimated labor hours to be expended on maintenance next quarter. 9. Actual material/supplies expenditures. 10. Remarks column. 11. Schedule of planned maintenance projected for next 12 months. 12. Summary of Periodic Maintenance Instructions (PMIs) completed within the quarter. 13. Summary of PMIs planned within the quarter. 78 80 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 018 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Work Order Summary Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 AN See Block J - -------------------------------------------------------------------------------- J. REMARKS The report shall be submitted 30 days after the end of the contract period. The data provided by this summary report shall be capable of being sorted by UPN and Work Order number. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Work Order Summary Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To summarize on an annual basis the Contractor's 5. ORGANIZATION accomplishments during the contract period. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-015 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Work Order Summary Report shall provide a brief abstract, not to exceed one (1) paragraph for: 1. Each Work Order that was completed during the contract period. 2. Each Work Order that is not completed at the end of the contract period indicating: a) The work accomplished. b) The work remaining to complete the task. 79 81 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 019 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Automated Information Security Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE IRM Rep 1 2 RT/AD See Block J - -------------------------------------------------------------------------------- J. REMARKS Initial submittal shall be 30 days after the contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Automated Information Security Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To detail the Contractor's plan to assure that adequate 5. ORGANIZATION security is provided for all agency information collected, KSC processed, transmitted, stored or disseminated in general support systems and major applications. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Contractor shall prepare and submit for approval an Automated Information Security Plan that complies with the requirements set forth in Appendix III to 0MB Circular A-130, "Security of Federal Automated Information Resources." The plan shall include but not be limited to: 1. Assignment of responsibility for each system. 2. Provide for the incorporation of computer security into the software life-cycle development process. a) Rules b) Training c) Personnel Controls d) Incident Response Capability e) Continuity of Support f) Technical Security g) System Interconnection 3. Review of Security Controls 4. Management Authorization - ----------------------------------- Block 6 References: NHB 2410.9A 0MB Circular A-130, Appendix III 80 82 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 020 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Pressure Vessel/System Certification Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE EI 3 6 QU See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G: Thirty Days after contract start. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Pressure Vessel/System Certification Report - -------------------------------------------------------------------------------- 3. USE 4. DATE Data required to demonstrate Pressure Vessel/System Certification KHB 1710.2C, Annex E guidelines, to ensure 5. ORGANIZATION all DE ground-based pressure vessels and pressurized systems KSC are certified safe to operate and are re-certified periodically. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES KHB 1710.2C, Annex E - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Pressure Vessel/System Certification Report covers all pressure vessels and pressurized systems under the Contractor's responsibility. Contents shall be in accordance with guidelines in KHB 1710.2C, Annex E (Contractor format is acceptable). 81 83 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 021 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Monthly KSC Headcount Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 MO 11/01/97 30/5 - -------------------------------------------------------------------------------- J. REMARKS - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Monthly KSC Headcount Report - -------------------------------------------------------------------------------- 3. USE 4. DATE Information for workforce reporting requirements. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-003 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. Labor Reports should be submitted monthly, not later than the 5th day of the following month. B. A complete organization chart including all employees by skill or job classification shall be provided. C. Labor data should be submitted and should be formatted as follows: Total Headcount at KSC ---------------------- Prime - ----- On Site Off Site Dispossessed Other Off Site Total: ____________________ Subcontractors (by name): (Include only Subcontractors with on site personnel) - ------------------------ On Site Off Site Dispossessed Other Off Site Total: ____________________ Construction Subcontractors (by name): Brief Description Total ------------------------- ----------------- ----- (See continuation sheet) 82 84 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-021 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE KSC - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Monthly KSC Headcount Report - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: The following definitions apply to the above items: 1. On Site - Those personnel performing on the contract occupying physical space on the Kennedy Space Center or the Cape Canaveral Air Station. This includes those personnel temporarily absent from assigned duty stations (e.g., on leave without pay, annual/sick leave). 2. Off Site - Total of those personnel performing on the contract, but physically located outside the environs of KSC or CCAS. a. Dispossessed - Those personnel who normally would occupy physical space within the environs of KSC, but who have been located outside due to non-availability of space. b. Others Off Site - Those personnel within total contract headcount who are not planned to occupy physical space within the environs of KSC of CCAS. 3. Construction Subcontractors - Those personnel performing on the contract within the environs of KSC or CCAS. Include a brief description or title of the effort. 83 85 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 022 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: GIDEP Alert Systems - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE EI 3 6 See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block F: Responses to Alerts affecting flight hardware processing within 90 days. Contractor initiated Alerts due to NASA within 10 days. Block G: Initial submission as required. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER GIDEP Alert Systems - -------------------------------------------------------------------------------- 3. USE 4. DATE To report disposition of application problems encountered with parts/materials. 5. ORGANIZATION - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The GIDEP Alert System notifies all organizations of problems associated with GSE items which could cause loss of GSE, flight hardware or personnel. The Alert System shall: - ----------------------- a. Identify an individual Contractor Alert point of contact. b. Review nonconformance and other failure documentation to determine if there is a problem which requires initiation and distribution of an Alert. c. Immediately notify the KSC Alert contact point (EI-F-C) of Alert problems. d. Provide follow-up notification by sending completed Alert Report (DD Form 1938) to the KSC Alert contact. e. Ensure dissemination of incoming Alerts on a timely basis to all personnel within the Contractor's organization whose functional responsibilities could be affected. f. Initiate a KSC close-out report on the Alerts when requested by NASA/KSC and forward to the KSC Alert contact. These instances are normally limited to Alerts which may impact processes and procedures conducted within KSC. FORMAT: - ------- a. Response - KSC close-out report in Contractor's format. b. Contractor initiated Alert - Form DD 1938. MAINTENANCE: Revisions as required. - ------------ - ----------------------------- Block 6. References: KHB 5310.1C with change 5 GOP 3.2 84 86 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 023 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Summary Labor Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 3 6 WK See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Initial Submittal shall be not later than 7 days after contract start. This is a weekly report that will provide weekly, cumulative month to date, and cumulative year to date labor totals; the actual due dates and as of dates will be determined after contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Summary Labor Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide the Resources Management Office, and the 5. ORGANIZATION Technical Contacts with a weekly and monthly KSC cumulative to date status of Work Order activity. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-003, DRD-015, DRD-018, DRD-024 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. This report shall consist of tabular data capable of being sorted and summarized by: Work Order Number, EDC Lab Code, or Program/Unique Project Number Code. B. Labor data shall be provided for the current week being reported; the current month being reported (cumulative for the month); and life to date totals. C. Contents of the report shall include, but not be limited to, the following information: 1. Work Order Number 2. Latest Work Order Revision Number 3. Program Code 4. Work Order Title 5. EDC Work Order Lead 6. EDC Lab Code 7. EDC Supervisor 8. Work Order Status (open, closed, inactive) 9. Technical Contact Name 10. Latest Revision Date 11. Work Order Unique Project Number 12. Life to date totals shall include the following elements categorized by Straight Time, Overtime, and Total Hours a. Authorized hours b. Expended Hours c. Hours Balance (authorized less expended) d. Equivalent Headcount Balance e. Percent (%) Hours Expended (See continuation sheet) 85 87 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-023 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Summary Labor Report - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: 13. Current month to date and Current Week Totals shall include the following elements, categorized by Actual Hours, Forecast Hours, & Adjustments a. Straight Time Hours b. Overtime Hours c. Subcontractor Hours d. Total Hours e. Equivalent Headcount 14. Current Fiscal Year Material/Maintenance Status will list the following: a. Authorized amount b. Expended amount c. Balance amount 86 88 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 024 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Work Order Revision Status Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE GC-C1-C 1 3 MO/UR See Block J 30/5 - -------------------------------------------------------------------------------- J. REMARKS Initial submittal shall be not later than 15 days after contract start. The report shall be capable of being sorted according to responsible organization and by Program/UPN. * Block K - Code D: Data to be provided on electronic medium. The CTM and OPR will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Work Order Revision Status - -------------------------------------------------------------------------------- 3. USE 4. DATE To provide the Resources Management Office, and the 5. ORGANIZATION Technical Contacts with an updated status of authorized work KSC for budget tracking. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-003, DRD-015, DRD-018, DRD-023 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. The Status Report shall consist of tabular data capable of being sorted by Work Order Number, EDC Lab Code, Program/UPN Code, or NASA Technical Contact Organization. B. Contents of the report shall include, but not be limited to, the following information: 1. Work Order Number 2. Work Order Modification Number 3. Date Latest Revision Received 4. Modification Code 5. Work Order Title 6. Identity of NASA Technical Contact 7. Organization Code of NASA Technical Contact 8. EDC Lab Code 9. Work Order Status 10. Contractor Project Code Number 11. Project Control Number 12. Program Code 13. Unique Project Number (UPN) 14. Activity Classification Number (ACN) 15. The Previous Amounts (FROM); Change Amount (DELTA); and New Amounts (TO) for the following elements: a. Equivalent Headcount b. Authorized Productive Labor Hours (See continuation sheet) 87 89 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-024 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Work Order Revision Status Report - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: c) Labor Hour Rate Used d) Authorized Labor dollars e) Authorized Material/Maintenance dollars f) Current Year Adjustment g) Total Work Order Fiscal Year Value h) Funding Limit - Current Fiscal Year i) Cumulative Value (Prior Year and Current Year) 16. Comments / Notes 88 90 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 2 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 025 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Technology Transfer Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-TPO 1 2 RT See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The initial report submittal shall be 30 days after the contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Technology Transfer Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To describe the Contractor's plan for implementation 5. ORGANIZATION of NASA's technology transfer policies. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-026 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Contractor shall establish a written, detailed Technology Transfer Plan setting forth the manner in which the contractor will meet the new technology reporting requirements of the Patent Rights clause (FAR 52.227-11 as modified by NFS 1852.227-11). The plan will also identify how the contractor will implement NASA's technology transfer policy set forth in NASA's "Agenda for Change." The plan shall address, at a minimum, the following: 1. Identify the specific areas of technical effort that are considered likely to generate new technology. 2. Describe the means by which project supervisory and technical personnel will be advised of the responsibilities, details, and benefits of new technology reporting. 3. Describe the procedures to be established, maintained, and followed for reviewing the effort to be undertaken for the purposes of identification and reporting (disclosure) of new technology within the time periods and in the manner prescribed by the Patent Rights clause. 4. Describe the procedure for timely submission of the interim and final new technology reports required by the Patent Rights clause. 5. Describe the procedures for (a) selecting either NASA's New Technology clause (NFS 1852.227-70) or another patent rights clause for inclusion in subcontracts having as a purpose the conduct of experimental, developmental, research, design, or engineering work, and (b) providing prompt notification of either the award of such subcontracts or a subcontractor's refusal to accept the clause. 6. Identify the individual(s) assigned substantial and specific responsibilities for ensuring compliance with the requirements of the Patent Rights clause, as well as their qualifications and organizational placement to discharge these responsibilities. (See continuation sheet) 89 91 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. DRD-025 KENNEDY SPACE CENTER Page 2 of 2 DOCUMENT CONTINUATION SHEET ------------------------- 3. OFFICE - -------------------------------------------------------------------------------- 4. DOCUMENT 5. DATE Technology Transfer Plan - -------------------------------------------------------------------------------- 6. Block 8. Preparation Information Continued: 7. Establishment of a technology transfer point of contact for coordinating all technology transfer activities. 8. The Contractor's commitment to the development of cutting-edge dual use technologies having both application within and outside of the aerospace community. 9. Programs aimed at educating and motivating employees to report new technology. 10. Programs that assist subcontractors in establishing technology transfer policies and implementing technology transfer plans. 11. Programs that support NASA's outreach and industry assistance efforts pertaining to technology transfer. 12. Programs aimed at conducting collaborative efforts with third parties for the purpose of effectively transferring technology. Funding for such collaborative efforts will not necessarily include government funds and may consist of totally private funds. These collaborative efforts shall be reviewed and, where Government funds are to be used, approved by the Contracting Officer. Ownership of rights to the technology developed under these collaborative efforts shall be addressed in the individual agreements that are negotiated as part of the technology transfer process. 13. Programs aimed at conducting application engineering work for the purpose of adapting the developed technology to a specific commercial use. 14. Programs that demonstrate a strong management commitment to technology transfer. To maximize the benefits received from the program, it will be necessary to identify and protect the intellectual property rights associated with the technology developed under this contract (i.e., patents, copyrights, trade secrets and know-how). To the extent feasible, the Government agrees to use its best efforts to transfer rights in government-owned technology in order to support the Contractor's technology transfer program. 90 92 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 026 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Technology Transfer Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-TPO 1 2 QU See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS The initial report submittal shall be submitted 3 months after the contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Technology Transfer Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To describe the Contractor's new technology activity. 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES DRD-025 See Block 8 - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Prepare and submit a Technology Transfer Report on the following technology transfer activities: 1. Identify all reportable new technology items developed under this contract during the reporting period in accordance with the Patent Rights clause (FAR 52.227-11 as modified by NFS 1852.227-1l). 2. Identify promising technologies developed under this contract during the reporting period having dual-use application. 3. Report on the activities conducted under the Contractor's Technology Transfer Plan during the reporting period. 91 93 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 027 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Procurement Summary Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 6 MO See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G - Initial submittal one month after start of contract. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Procurement Summary Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To report the status of Contractor procurements 5. ORGANIZATION KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION 1. Work Order number 2. Purchase Request number 3. Purchase Order number 4. Originator 5. Account number 6. Date required 7. Date delivered 8. Dollar amount committed 9. Dollar amount obligated 10. Dollar amount costed 92 94 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 028 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Contractor Workforce and Funding Authority Summary Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 6 QU/UR See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G - Initial report 1 month after contract start and quarterly thereafter. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Contractor Workforce and Funding Authority Summary Report. - -------------------------------------------------------------------------------- 3. USE 4. DATE To report Contractor workforce and funding authority 5. ORGANIZATION by program to the Government. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Prepare summary charts for Contractor workforce and funding authority, subdivided and totaled by program and laboratory. Also indicate totals for M&A and direct workforce. 93 95 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 029 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Contractor Resource Management Summary and Concerns Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 6 MO See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G - Initial submission shall be within one month of contract start. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Contractor Resource Management Summary and Concerns Report - -------------------------------------------------------------------------------- 3. USE 4. DATE To report Contractor resource management and concerns to 5. ORGANIZATION the Government. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION Prepare a report that summarizes the resource management status of the contract and describes issues and concerns relevant to resource management including: Contract Funding Contingent Liabilities Authorized verses On Board Strength Planned versus Actual Headcount and, if diverted, Why? Unpaid Leave/Leave Cap Procurement Issues Other Areas of Concern 94 96 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 030 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Work Plan - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE DE-PCO 1 2 AR See Block J See Block J - -------------------------------------------------------------------------------- J. REMARKS Block G - Work Plans should be submitted within two days after the Contractor's receipt of a Work Order. * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Work Plan - -------------------------------------------------------------------------------- 3. USE 4. DATE To describe the Contractor's plan for implementation of 5. ORGANIZATION the Work Order. KSC - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION The Contractor shall submit a plan (if required by the Work Order) describing the proposed approach for performing each Work Order. The following information shall be included: 1. Title and number of applicable Work Order. 2. Discussion of the technical approach for performing the work. 3. Discussion of skill mix requirements. 4. Proposed schedule including estimated date of work commencement. 5. Direct Labor hours (Straight time and overtime), on a monthly basis by applicable labor category, and total direct labor hours estimated to complete the work. 6. Travel and material estimates. 7. Estimate of subcontractors and consultants, including direct labor hours, if applicable. 8. Other indirect costs required to complete the work. 9. Recommended metrics for use in monitoring and evaluating the Contractor's performance. 10. Other pertinent information. 95 97 NAS10-98001 (EDC) Attachment J-1, Appendix 1 - -------------------------------------------------------------------------------- DATA REQUIREMENTS Page 1 of 1 CONTRACT APPLICATION INFORMATION FOR DRL EDC A. ITEM NO. 031 - -------------------------------------------------------------------------------- B. LINE ITEM TITLE: Equal Employment Opportunity Report - -------------------------------------------------------------------------------- C. OPR. D. TYPE E. INSPECT/ACCEPT F. FREQ. G. INITIAL SUB. H. AS OF DATE EO 3 2 QU 1/7/98 90/7 - -------------------------------------------------------------------------------- J. REMARKS * Block K - Code D: Data to be provided on electronic medium. The CTM will determine the type and quantity. - -------------------------------------------------------------------------------- K. DISTRIBUTION TOTALS --------------- Provided by Contracting Officer NO. TYPE --------------- --------------- - -------------------------------------------------------------------------------- DATA REQUIREMENT DESCRIPTION - -------------------------------------------------------------------------------- 1. TITLE 2. NUMBER Equal Employment Opportunity Report - -------------------------------------------------------------------------------- 3. USE 4. DATE This document will be used by Government personnel 5. ORGANIZATION to assess the contractor's equal employment and KSC affirmative action management of the contract effort. - -------------------------------------------------------------------------------- 7. INTERRELATIONSHIP 6. REFERENCES - -------------------------------------------------------------------------------- 8. PREPARATION INFORMATION A. Format and content of the report shall be in accordance with KSC Forms 32-58 C/G 1/91, Quarterly Equal Opportunity Statistical Report, and a narrative report for Equal Employment Activities containing, as a minimum, the following: Contract Number Community Activities Recruiting Activities Special Events Other pertinent information. B. Reports shall be provided not later than the 7th of the month which follows the end of a calendar quarter. Note: Contractor may reproduce the forms, or obtain from the NASA EO Office a diskette which will enable them to generate the forms through the use of Lotus 123, Quattro Pro, or Excel. 96 98 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- ATTACHMENT J-1 APPENDIX 2 SAFETY, RELIABILITY AND MAINTAINABILITY REQUIREMENTS INTRODUCTION This document incorporates appropriate safety, reliability, and maintainability provisions of NASA documents: NHB 1700.1, "NASA Safety Manual"; and Vol. 1; NHB 5300.4 (1D-2), "Safety, Reliability, Maintainability and Quality Provisions for the Space Shuttle Program." GENERAL SAFETY, RELIABILITY AND MAINTAINABILITY REQUIREMENTS 1. The Contractor shall maintain a safety activity planned and developed in conjunction with other functions to assure that hazards are identified and eliminated or controlled to an acceptable level of risk. In addition to the development of a safety plan, safety requirements and tasks will be reflected as appropriate in other contract program plans. Applicable safety requirements and tasks shall be included in the basic management systems, design verification documents, overall system analyses, and system engineering requirements definition, and design review practices. 2. The Contractor shall conduct industrial safety activities in compliance with NASA FAR Supplement 1852.223-70. Industrial safety includes, as a minimum, identification, elimination, and/or control of hazards in employee and public areas; accident prevention, fire prevention and protection, and transportation accident prevention for all Contractor activities. 3. Safety requirements for planning, design, manufacturing, testing, and operations shall be developed and documented as an integral part of the Contractor's activities. The Contractor shall establish checkpoints and feedback which provide visibility to management to assure all safety issues/concerns have been evaluated and resolved prior to commencement of critical activities and major milestones. Safety assessments shall be revised and updated as design and operational changes dictate. 4. Safety activities shall be fully coordinated to ensure an effective and integrated total safety effort and to avoid redundant effort among technical disciplines. 5. The Contractor shall support periodic safety activity audits as required. The Contractor shall provide data upon request which verifies internal conformance and the conformance of subcontractors to safety requirements. The Contractor shall maintain audit reports to be made available to NASA upon request. 6. The Contractor shall provide training and certification for personnel who are to be involved in hazardous operations and activities. The Contractor shall identify positions requiring training and certification. A current status of certification shall be maintained oriented to missions, configurations, and locations. Protective devices and emergency equipment shall be identified and included in safety training. Hazards shall be brought to 97 99 NASl0-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- the attention of trainees. Proficiency demonstrations of training, to the degree feasible, are required for hazardous operations. 7. The Contractor shall provide the means for reviewing safety status as part of each program review. Risk management data shall be made available and/or presented at program progress reviews and milestone reviews when applicable and/or upon NASA request. 8. The Contractor shall select and levy safety requirements specified in this document, as appropriate, on the subcontractors who provide subsystems which, in either normal or emergency operational modes, may present hazards impacting system or personnel safety. 9. The Contractor shall establish and identify procedures and instructions which shall be used to execute all safety analyses. The Contractor shall perform system safety analyses assuring that: A. Safety is designed into the product; known hazardous conditions which cannot be eliminated through equipment design or operational procedures are controlled or reduced to an acceptable level. Residual hazards shall be tracked and identified to NASA. B. Provide continuous tracking and status of hazard severity; the aim being to reduce catastrophic and critical hazards to controlled levels within the constraints of risk management. C. Results of previous trade studies and analyses are considered. D. Other related analyses, such as Failure Modes and Effects Analyses (FMEA), are considered to preclude duplication of analytical work. 10. The Contractor shall perform safety studies and shall develop safety inputs to support trade studies. Specific, inherently hazardous characteristics of the alternatives being considered shall be identified. The Contractor shall document rationale to support the selected concept and to demonstrate that it includes the optimum safety provisions consistent with program objectives, risk management, performance, cost, and schedules. 11. For proposed waivers and deviations, the Contractor shall establish a means to analyze the safety impact. Submissions of safety variance requests shall be in accordance with KHB 1710.2C, Annex B, "KSC Safety Practices Handbook." 12. The Contractor shall assure safe methods are implemented for handling hardware to assure that it is not damaged during operations. 13. The Contractor shall comply with, and submit a statement verifying the compliance of all the Occupational Safety and Health Administration Standards, Part 1910, Sub-parts D, F and N, in addition to any applicable KSC safety regulations, for safety-critical handling hardware, and personnel walking and work platforms. 14. When changes are proposed for equipment design or procedures, the Contractor shall identify and resolve hazards that may be introduced into the system. All hazards, including residual hazards, shall be identified as part of the engineering change evaluation/risk assessment process. 98 100 NASl0-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- 15. Provisions shall be made to assure adequate validation tests are performed on critical devices or components to determine the degree of hazard or margin of safety of design. These types of tests will be specified in the development and verification requirements. 16. The Contractor shall review test plans for ground testing and flight testing of critical space flight and ground equipment when directed to assure tests are adequate to identify and assess potential hazards, protect personnel, and avoid damage to test articles and facilities. 17. Observation of designated hazardous tests/operations shall be performed as necessary to ensure adherence to safety principles and compliance with safety requirements and checklists. The Government safety representative retains the authority to stop work/tests at any time. The Contractor safety representative also has the authority to stop work/tests due to unsafe/hazardous conditions. The authority to resume work/tests resides with the safety organization initiating the stop work/test. 18. Detailed test procedures and related documents for hazardous or high cost tests/operations shall be reviewed and approved by the Contractor's designated responsible safety personnel and approved by NASA Safety. In the event the Contractor places personnel in hyperbaric and altitude chambers or other similar type hazardous facilities, applicable safety requirements shall be met. Documents dealing with hazardous operations shall be in place and available a minimum of ten days prior to there use. 19. The Contractor shall maintain a reliability and maintainability process planned and developed in conjunction with other Contractor elements for ground support equipment (GSE) interfacing with flight hardware. These functions shall be an integral part of the design, development, test, and checkout process and shall include the evaluation of hardware reliability and maintainability through analysis, review, and assessment as necessary. SPECIFIC SOFTWARE SAFETY STANDARDS Introduction This Software Assurance Standard is based on NASA-STD-220lWC as modified for the effort under this contract. This is a stand-alone document prepared using NASA-STD-2201 WC as a basis. 1. Scope This Standard specifies the software assurance program for the provider of operational software products. It also delineates the assurance activities for the provider. - ------------ (3) Operational Software - All flight software and ground software that either: (1) interfaces with on-orbit elements in real-time, (2) is critical to the mission (such as all control center, test, and certification software, including associated models and simulators); (3) Software Support Environment (SSE) software that interfaces with on-orbit elements in real-time or is critical to the mission; and/or (4) software within ground support equipment (GSE) that interfaces with on-orbit elements in real-time or firmware (embedded software that commands and controls GSE). 99 101 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- These requirements apply to all operational software for which the Kennedy Space Center (KSC), NASA, is responsible. 2. Purpose This Standard specifies, at a high level, an overall software assurance program for operational software developed for and by NASA and/or NASA contractors. Assurance includes the disciplines of Quality Assurance, Quality Engineering, Verification and Validation, Nonconformance Reporting and Corrective Action, Safety Assurance, and Security Assurance. The application of these disciplines during a software development life cycle is Software Assurance. 3. Requirements A. General A software assurance program shall be planned, documented, and implemented for operational software development activities. The software assurance program shall: 1. Ensure that assurance requirements are documented and satisfied throughout all phases of the life cycle. 2. Detect actual or potential conditions that could degrade quality, including deficiencies and system incompatibilities, and provide a process to ensure corrective action is taken and completed including appropriate risk assessments. 3. Assure timely and effective preventive action by identifying root causes of deficiencies and nonconformances. B. Software Assurance Plan The Contractor shall prepare, implement, and maintain a Software Assurance Plan that describes how the Contractor will ensure compliance with the requirements set forth herein. The Plan shall describe how the activities specified by this Standard will be implemented over the software life cycle. The Plan shall be reviewed and, if needed, updated at the end of each life cycle phase. The Plan shall address, but is not limited to, the: 1. Identification and integration of safety, reliability, maintainability, and quality assurance requirements and tasks. 2. Descriptions of the procedures for each software assurance task including traceability to assurance program requirements. 3. Assignment of responsibility for ensuring that the requirements are met and the work accomplished. 4. Description of the role of the software assurance program in activities for continuous improvement such as: a) A strategy that emphasizes prevention, not correction. b) Improved use of tools and techniques. c) Collection and evaluation of metric data. d) Suggestions for improvements in assurance methods. 100 102 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- e) Scheduling and staffing to support software assurance activities and tasks, including management and status reporting. C. Software Assurance Records Records shall be prepared that contain the descriptions and results of all software assurance activities. Results, such as status reports and audit reports, shall include recommended preventive measures and corrective actions. These records shall be available to the Government. D. Software Assurance Status Reporting Software assurance status reports shall be prepared on software assurance activities when requested by the applicable work order. E. Software Assurance Management The Contractor shall designate a Software Assurance Manager who shall be responsible for directing and managing the software assurance program. The Software Assurance Manager shall have a reporting channel to Contractor management that is independent of the Contractor's project management and software development functions. The Software Assurance Manager shall concur on the establishment and composition of all software baselines and any changes to the baselines. F. Software Assurance Functions Software Assurance Functions are concerned with the evaluation of the quality of software products; the adherence to software-related standards, plans, and procedures; incorporation of safety, reliability, maintainability, quality, and usability; satisfaction of system safety requirements that are allocated to the software; the identification and verification of adequate safety controls and inhibits that are to be implemented in software; and that the products satisfy functional and other requirements yielding the right products. These activities shall be performed during each phase of the software life cycle. 1. This process shall ensure that: a) Standards, plans, and procedures for management, engineering, and assurance activities are specified, completed, implemented, and adhered to. b) All documentation and report formats and content descriptions are defined. c) Baseline control, configuration identification, configuration control, configuration status accounting, and configuration authentication activities are carried out. d) NASA software and the accompanying Acceptance Data Package(s) (ADP) are delivered in accordance with contractual requirements. 101 103 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- e) All quality requirements are defined in a manner that is measurable or otherwise verifiable. f) Safety, reliability, quality, maintainability, and usability requirements are considered during software design and design change processes. g) The software is tested/measured as necessary to verify compliance with safety, reliability, quality, and maintainability requirements. h) Safety-related deficiencies in specifications and design are identified and corrected. i) Software design incorporates positive measures to enhance the safety of the system. 2. This process shall include the following activities: a) Monitoring of formal inspections and formal reviews. b) Monitoring/witnessing of formal and acceptance-level software testing. c) Evaluations of software to ensure compliance with software assurance requirements. d) Collection and analysis of metric data pertaining to quality requirements. e) Determining the safety criticality for software components. f) Analyzing consistency, completeness, correctness, and testability of safety requirements. g) Analysis of design and code to ensure that they correctly implement safety-critical requirements. h) Analysis of changes for safety impact. G. Software Verification And Validation 1. Software verification and validation (V&V) is concerned with ensuring that software being developed or maintained satisfies functional and other requirements and that each phase of the development process yields the right products. 2. V&V activities shall be performed during each phase of the software life cycle and shall include the following: a) Analysis of system and software requirements allocation, verifiability, testability, completeness, and consistency (including analysis of test requirements). b) Design and code analysis including design completeness, correctness, and compliance with applicable software requirements and standards. c) Interface analysis (requirements and design levels). d) Formal Inspections Reviews, as required. e) Test planning, performance, and reporting. 102 104 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- H. Training Personnel developing and implementing the software assurance process shall be trained and/or experienced in software assurance. Software assurance training shall be obtained and/or originated and maintained as necessary for management, engineering, and assurance personnel. Records shall be maintained and readily available for review of the training, testing, and certification/recertification status of personnel. I. Subcontractor Controls The Contractor shall be responsible for the adequacy and quality of all software, associated documentation, and services procured through subcontracted efforts. The Contractor shall flow down the requirements of this Standard to any sub-tier provider of software. 103 105 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- ATTACHMENT J-1 APPENDIX 3 Work Order Procedure -------------------- 1. Work Orders and Work Order Revisions ------------------------------------ a. Implementing documents to define work to be performed within the limitations of the contract will be issued by the NASA Contracting Officer (CO). This implementing document is a Work Order (WO), KSC Form 2-132 (C/G 2/97). WOs are normally filled out by Technical Contacts (TCs) and approved by Technical Representatives (TRs). b. Each WO sets forth the scope of the work to be performed, including travel, training and technical requirements. The WO establishes a labor hour limit, outside procurement and Other Direct Costs (ODC) limit, total funding limit and required completion date. Funding limits and required completion dates shall not be exceeded without prior approval of the Contract Technical Manager (CTM). Each such approval must be documented by a revision to the WO, using the same form. Work shall not commence unless the WO or revised WO is signed by the CTM and the CO. In emergency cases, verbal authority to proceed may be granted by the CTM. In such cases, written WO authorization will be issued within 48 hours (2 working days). c. Work Orders may also contain Standards of Performance (SOP), Maximum Error Rates (MER) and performance metrics to be reported. A Standard of Performance defines mid-excellent range (~95) performance for a particular element or metric. A Maximum Error Rate defines performance in the mid-satisfactory range (~65) for a particular element or metric. Metrics will define how to measure performance against the SOPs and MERs, and will be used by the TRs and CTM as a tool in the evaluation of the Contractor's performance of the WO. Work Orders may also contain Critical Milestones. The Contractor's success in accomplishing Critical Milestones will be tracked by the CTM as a contract-wide metric. d. The Contractor, upon receipt of a WO or revised WO, shall acknowledge receipt by returning one signed copy to the CTM, CO, Resource Management Office (RMO), Project Control Office (DE-PCO) and each TR named in the document within two working days after receipt. In the event the Contractor does not agree with the requirements, funding limits, Critical Milestones, or other elements of the WO, the Contractor shall proceed with performance and provide the TR a written assessment and recommendations within two working days of receipt of the WO. The TR will revise the WO, if necessary, or notify the Contractor that no changes were deemed necessary, within two working days of receiving the written assessment. Issues which cannot be resolved between the Contractor and the TR within four working days following TR receipt of the written assessment should be presented to the CTM for resolution. Unresolved matters will be referred to the CO. Any differences must be resolved between the parties and the WO revised to reflect the agreement. 104 106 NAS10-98001 (EDC) Attachment J-1, Appendix 2 - -------------------------------------------------------------------------------- e. Unless noted otherwise on the WO, the Contractor shall submit a Work Plan, per DRD-030, describing how the work will be accomplished, including the technical approach, resources required and recommended metrics. f. A subsidiary document to WOs is a Technical Directive (TD) (KSC Form 21-156). TDs will be issued by TCs and TRs to the Contractor via the CTM where it is necessary to provide more specific details within the scope of the WO. The use of TDs shall be confined to the substance of the work. All TDs shall be in writing. TDs do not require signature acknowledgment by the Contractor. Questions concerning the propriety of a TD or its contents, effectivity, applicability, etc., shall be referred to the CTM for resolution. Unresolved matters will be referred to the CO. g. Upon completion of a WO, the Contractor shall sign the WO, and forward the original WO to the CTM. The Contractor shall forward copies of the signed, closed-out WO to the CO and TR. h. During the life of a WO, the Contractor shall maintain a close-out folder of historical records of significant activity involving the WO. Upon completion of the WO, the closeout folder shall serve as a permanent WO record that has potential value to any follow-on effort and shall be maintained in accordance with disposition schedules in NHB 1441.1 (as revised). The close-out folder shall be retained by the Contractor for the duration of the contract (including all exercised options or extensions), at which time it shall be turned over to the Federal Records Center for disposition in accordance with applicable schedules in NHB 1441.1 (as revised). 105 107 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- EDC WORK ORDER FLOW ----------------- | WORK ORDER | PREPARATION | FORM 2-132 | PER DE-P 325 ----------------- | ----------------- | TR/TC SIGNS | WORK ORDER ___________ | / REVISION | | ----------------- | | | ----------------- | | PCO / RMONS | | VERIFY | | FUNDING | | ----------------- | | ----------------- | | CTM APPROVES | | | | | ----------------- | | REVISIONS ----------------- | | CO CONCURS & | | ISSUES TO | | CONTRACTOR | | ----------------- | ---------------- | | |COPY OF SIGNED| ----------------- | WORK ORDER TO | CONTRACTOR | | |CO, DE-PCO, |______________ SIGNS & | CTM, RMO, TRs | ACKNOWLEDGE | | --------------- RECEIPT | ----------------- | | | ----------------- | ---------------- | CONTRACTOR | | |COPY OF PLAN | PROCEEDS WITH | IF APPLICABLE, ______________| WORK AND |____________ | TO | PREPARES A CO, DE-PCO, | WORK PLAN | | CTM, TRs | ----------------- --------------- | ----------------- | CONTRACTOR | COMPLETES | WORK | ----------------- | ------------------ ----------------- |COPY OF COMPLETED| | CONTRACTOR | WORK ORDER TO CO, ACKNOWLEDGES | DE-PCO, TRs |__________| WORK ORDER | ------------------ COMPLETION AND | FORWARDS TO | CTM ----------------- 106 108 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- ENGINEERING DEVELOPMENT ORIGINATION DATE: WORK ORDER PAGE 1 OF - -------------------------------------------------------------------------------- 1. TO: 2. WORK ORDER NO. 3. REV.: 4. PCN: - -------------------------------------------------------------------------------- 5. TITLE: 6. PROGRAM: 7 REQ.COMPLETION DATE 8. FY EFFECTIVITY: - -------------------------------------------------------------------------------- 9. WORK ORDER PLAN NOT REQUIRED [_] - -------------------------------------------------------------------------------- 10. APPROPRIATION NUMBER: GG-CI-C: 11. PROJECT CODE 12. WORK ORDER TYPE: MISSION SUPPORT PROJECT - -------------------------------------------------------------------------------- 13. AUTHORIZED EQUIVALENT PRODUCTIVE 14 AUTHORIZED OUTSIDE PROCUREMENT LABOR HOURS AND OTHER DIRECT COSTS (NOT TO BE EXCEEDED) (NOT TO BE EXCEEDED) FROM: FROM: DELTA: DELTA: TO: TO: - -------------------------------------------------------------------------------- 15. FUND LIMIT: GG-C1-C: (NOT TO BE EXCEEDED) INITIALS:________ DATE:_________ FROM: DELTA: TO: - -------------------------------------------------------------------------------- 16. DESCRIPTION: - -------------------------------------------------------------------------------- 17. TECHNICAL CONTACT / ORG / PHONE: DATE 18. NASA TECH REP. / ORG: DATE SIGNATURE___________________(OPTIONAL) SIGNATURE__________________ - -------------------------------------------------------------------------------- 19. CONTRACT TECHNICAL MANAGER / ORG: DATE 20. CONTRACTING OFFICER / ORG DATE SIGNATURE___________________ SIGNATURE__________________ - -------------------------------------------------------------------------------- 21. RECEIPT ACKNOWLEDGED BY CONTRACTOR: DATE 22. COMPLETION ACKNOWLEDGEMENT BY CONTRACTOR: DATE SIGNATURE___________________ SIGNATURE__________________ - -------------------------------------------------------------------------------- KSC FORM 2-132 (c/a 2/97) 107 109 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- INSTRUCTIONS 1. Requester - Name of performing activity 2. Contract Technical - Contract Technical Manager (CTM) Control Number Manager 3. Requester - Revision Number if required 4. Requester - Approved Project Control Number requested support is applicable to (if required) 5. Requester - Title of work to be performed 6. Requester - Program requested support is applicable to 7. Requester - Required completion date 8. Requester - Fiscal Year Effectivity 9. Requester - Work Plan Not Required (This block is checked if a Work Plan (DRD-030) is not required.) 10. Requester - Appropriation number, if required, and RMO initials verifying funding sources 11. Requester - Project Code 12. Requester - Work Order Type 13. Requester - Authorized straight-time hours to perform work 14. Requester - Authorized outside procurement dollars maximum 15. Requester - Maximum funding level authorized and RMO initials verifying funding 16. Requester - Description of the work to be performed, including travel, training and technical requirements, critical milestones, major tasks, standards of performance, maximum error rates, and measurement methods (metrics) as applicable 17. Requester - Technical Contact responsible for work to be accomplished. (In cases where more than one discipline is involved the Technical Contact with the preponderance of work effort will be responsible for overall accomplishment) 18. NASA Technical - Signature and date denoting approval for performing Repres. activity to accomplish work. 19. Contract Technical - Signature and date denoting approval for performing Manager activity to accomplish work. 20. Contracting Officer - Signature and date denoting concurrence 21. Performing activity - Signature and date denoting acknowledgment of receipt 22. Performing activity - Signature and date denoting Work Order is completed and ready for closure. Contractor forwards original to CTM. Copies of completed and approved Work Orders go to the Contracting Officer, Technical Representative and PCO. 108 110 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- 1. DOCUMENT NO(s) 2. Page ____ of ____ Work Order Number: KENNEDY SPACE CENTER 3. OFFICE DOCUMENT CONTINUATION SHEET - -------------------------------------------------------------------------------- 4. DOCUMENT: 5. DATE: - -------------------------------------------------------------------------------- 6. - -------------------------------------------------------------------------------- KSC FORM 2-131 109 111 NAS10-98001 (EDC) Attachment J-1, Appendix 3 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- DESIGN ENGINEERING TECHNICAL DIRECTIVE - -------------------------------------------------------------------------------- TO: (NAME & CONTRACT NO.) TECHNICAL DIR. NO.: - -------------------------------------------------------------------------------- TITLE: WORK ORDER NO.: - -------------------------------------------------------------------------------- DATE: - -------------------------------------------------------------------------------- TECHNICAL DIRECTION - -------------------------------------------------------------------------------- NASA TECHNICAL REPRESENTATIVE (SIGNATURE) OFFICE SYMBOL - -------------------------------------------------------------------------------- KSC FORM 21-156 (REV. 6/74) 110 112 NAS10-98001 (EDC) Attachment J-1, Appendix 4 - -------------------------------------------------------------------------------- ATTACHMENT J-1 APPENDIX 4 REFERENCE AND APPLICABLE DOCUMENTS APPLICABLE DOCUMENTS Document Number Title --------------- ----- DE-P 325B Procedure for the Preparation and Processing of Work Orders to the Engineering Support Contractors DE-P 450, Rev. E Design Reviews DE-P 720J Document Release Authorization (DRA) EWR-127-1 Eastern and Western Range Safety Policies and Practices GP-435 Vol. I, Rev. B Engineering Drawing Practices Manual, Vol. I of II, Ground Support Equipment GP-435 Vol. II, Rev. B Engineering Drawing Practices Manual, Vol. II of II, Facilities ISO 9001 (ANSI/ASQC Quality Systems-Model for Quality Assurance Q9001--1994) in Design, Development, Production, Installation, and Servicing KHB 1200.1 C Facilities, Systems, and Equipment Management Handbook KHB 1610.1A KSC Security Handbook KHB 1610.2A Personnel Security Handbook KHB 1710.2C Kennedy Space Center Safety Practices Handbook KHB 4000.1C w/ch. 3 Supply Support System Manual KHB 8800.7A Hazardous Waste Management KMI 1164.lOA Delegations, Redelegations and Designations KMI 1270.2A KSC Continual Improvement KMI 1440.1 F KSC Records Management and Vital Records Programs KMI 1610.2E Photography and Photographer Identification KMI 1800.2B KSC Hazard Communication Program KMI 8800.8 KSC Environmental Management 111 113 NAS10-98001 (EDC) Attachment J-1, Appendix 4 - -------------------------------------------------------------------------------- APPLICABLE DOCUMENTS (Continued) Document Number Title --------------- ----- KSC-DE-512-SM, Rev. F Facility, System, and Equipment General Design Requirements KSC-DF-107, Rev. B DE Technical Documentation Style Guide KSC-SPEC-G-0002, Rev. B Compiling Construction Cost Estimates, Specification for KSC SPEC-G-0003 Ground Support Equipment Cost Estimating, Specification for NASA-STD-2201-93 Software Assurance Standard NPG 1441.1C Records Retention Schedules (Use NHB 1441.1C until available) NHB 4100.1C NASA Materials Inventory Management Manual NHB 4200.1D NASA Equipment Management Manual NHB 4200.2A Equipment Management User's Handbook for Property Custodians NHB 4300.1 w/ch. 2 NASA Personal Property Disposal Manual NHB 5300.4 (1D-2) Safety, Reliability, Maintainability and Quality Provisions for the Space Shuttle Program NPD 9501.1F NASA Contractor Financial Management Reporting System NPG 9501.2C Procedures for Contractor Reporting of Correlated Cost and Performance Data NSTS 08126G Problem Reporting and Corrective Action (PRACA) System Requirements 0MB Circular A-130, Security of Federal Automated Information Appendix III Resources SSP 30223F Problem Reporting and Corrective Action for the Space Station Program, International Space Station Alpha Program SSP 30695A Acceptance Data Package Requirements Specification, International Space Station Alpha Program SSP 50004 Ground Support Equipment Design Requirements, International Space Station 112 114 NAS10-98001 (EDC) Attachment J-1, Appendix 4 - -------------------------------------------------------------------------------- REFERENCE DOCUMENTS Document Number Title --------------- ----- GP 99-3 Glossary of Business Management Terms at John F. Kennedy Space Center KHB 1040.1F w/ch. 1 KSC Comprehensive Emergency Preparedness Plan KHB 5310.1C w/ch. 5 Reliability and Quality Assurance Handbook KHB 6000.1C Transportation Support System Handbook KMI 1810.1G KSC Occupational Medicine Program NHB 1700.1(V1-B) NASA Safety Policy and Requirements Document NHB 1700.6 Guide for Inservice Inspection of Ground-Based Pressure Vessels and Systems NHB 2410.9A NASA Automated Information Security Handbook NMI 1040.3C Emergency Preparedness Program NMI 1440.6D NASA Records Management Program NMI 1710.3D Safety Program for Pressure Vessels and Pressurized Systems KSC-DL-4455 DE CAD/CAE Software Library Document 113 115 NAS10-98001 (EDC) Attachment J-1, Appendix 5 - -------------------------------------------------------------------------------- ATTACHMENT J-1 APPENDIX 5 INFORMATION TECHNOLOGY (I/T) PLANNING AND REVIEW AT KSC, -------------------------------------------------------- PRINCIPLES AND GOALS The KSC "plan and review" policy applies to all direct-funded I/T capital acquisitions whether for and/or by civil servants or contractors, and whether the contractors are support or mission/program. The criteria for review by the Chief Information Officer (CIO) Office is based on Agency regulation and standardization, KSC standardization, unnecessary replication, and cost. While, for procurement reasons, we also require a general technical justification, this Office questions technical need only when it is clear that there may be a misunderstanding or error in the description of the I/T needed to accomplish the mission of the organization. The basis of review revolves around a description of the order or acquisition and a set of seven questions which must be answered for each. However, the description and questions can be scoped to an entire project or task and not to each order or acquisition therein. The answers to these questions (the "I/T justification") are generally simple, and in any event, encompass and satisfy both procurement and standards rules and regulations. Required Information for I/T Plans The following I/T Plan information must be provided in sufficient detail (high level for Level A, detailed for Level B) to justify each resource acquisition: Resource Identification - Provide Plan name, Data Processing Installation (DPI), System, Project, and Contract name, as applicable. Transaction Description - Describe each transaction (i.e., all I/T resource purchases, project or grouped purchases, or other contract I/T expenditures); include product details (name, model, quantities, etc.); and indicate whether any purchases are for Civil Service use or use as Government Furnished Equipment (GFE). Each transaction in a plan should also be assigned a unique transaction number for later referral. Cost Estimates - Provide estimated costs of transactions, separated into the categories of Hardware, Software, Support Services, Commercial Services (e.g., timesharing) and I/T Supplies. Also, indicate which costs are competitive, compatibility limited, or sole source. Technical Justification - Provide a brief explanation of why this transaction is needed. Also, include additional explanation if purchasing a non-standard product, or for compatibility limited or sole-source purchases. Hardware & Software transactions must also answer these seven questions as appropriate: 1. Is this part of a defined R&D Program (include Project Title)? 2. Why can't you get along with what you have? 114 116 NAS10-98001 (EDC) Attachment J-1, Appendix 5 - -------------------------------------------------------------------------------- 3. Why can't we get along with what we have? (pool or redistribute) 4. Why can't it be satisfied with a solution that costs less? 5. How does it save NASA money? (business case) 6. Why can't you use what everybody else is using? (standards) 7. What is your plan for "waterfalling" replaced equipment or software? (excessing) (Include explanation if no excess results from this transaction.) [NOTE: Where practical, please group transactions with common justifications and answers to the seven questions into groups or "Projects." If answer to question one is yes, you may skip questions two through seven] Purchase Approach - Indicate whether the transaction is a NASA or Contractor Purchase (include contract or contractor name). Also, indicate if acquisition is competitive, compatibility limited, or sole source. Purchase Schedule - Indicate purchase schedule ("year" is sufficient for Level A plans; month or specific date for level B.) Certification Statements - Each Plan must also explicitly provide the following certifications signed by the organization CIO and Director in order to comply with existing regulations & policies: 1. In submitting this I/T Plan, the organizational CIO or Technical Manager has considered necessary measures for safeguarding sensitive, personal, and other official Government information. 2. All I/T acquisitions in this I/T Plan are required to accomplish the mission of this organization. 3. All I/T acquired under this plan will be utilized on site at KSC. (If not, attach an explanation). A unique plan number should be assigned to each plan based on the organization code followed by the date. Further Procurement documents (PRs & SRs) should reference the plan number and appropriate transaction numbers within your plan. No I/T resource purchases can proceed unless clearly included in an approved plan. We recognize that I/T Plans are living documents, and expect some degree of ongoing change and modification. Additional documentation such as sole source justifications or software conversion studies will still need to be provided when appropriate. Electronic copies of all plans and presentation materials shall be provided to the CTM in standard MS-Office product format (Word, Excel, PowerPoint, etc.) for attachment to the Engineering Development Directorate I/T plan. 115 117 NAS10-98001 (EDC) Attachment J-2 - -------------------------------------------------------------------------------- ATTACHMENT J-2 Installation-Provided Government Property Listing The following categories of property are utilized in support of contract activities: Electrical Test Equipment Logic Analyzers Multimeters Emulators, In Circuit Interface Pods Function Generators Power Supplies Oscilloscopes Decommutators Time Domain Reflectometers Data Analysis Systems Data Loggers Spectrum Analyzers Power Control Units Meg-ohm Meters Amplifiers Software Development Systems Generators Mechanical Test Equipment Calibrators, Refrigerator Load Testers Dynometers Hydrostats Optical Test Equipment Optical Time Domain Reflectometers Optical Power Meters Microscopes Video Equipment Digital Cameras Video Switchs Video Multiplexers Camera Stands, Lighted Image Processing Systems Computer Projection Systems Microwave Receivers VHF/UHF Receivers Audio Equipment Microphones Sound Pressure Meters Speakers 116 118 NAS10-98001 (EDC) Attachment J-2 - -------------------------------------------------------------------------------- Optical Equipment Bar code readers Lasers Infrared Cameras Hand Tools Calculators Wrenches/Pliers/Screwdrivers Measurement Tools Drills Saws Sanders Electrical Tools Programmers, Semiconductor Time Code Generators Transceivers, Fan-out Multiprogrammers Multiplexers Digital Data Interfaces Ethernet Multiplexers Internetwork Bridges Power Purification Systems Retransmission Processors GPS Receivers Chart Recorders Mechanical Tools Robots Drill Presses Grinders Welders Scales Vacuum Gauges Lathes Bending Machines Milling Machines Forming Machines Power Mitre Boxes Inclinometers Mobile Floor Cranes Impact Wrenches Hydraulic Pumps Vacuum Pumps Paint Spray Equipment 117 119 NAS10-98001 (EDC) Attachment J-2 - -------------------------------------------------------------------------------- Computers and Associated Peripherals Mainframe Computers Computers Display Monitors Disk Memory Units Scanners Printers Data Tablet Digitizers Cassette/Tape Memory Units Computer Terminals Feeders, Cut Sheet Buffer Storage Units Plotters Smart Modems Multispoolers CAD/CAE I/O Subsystems Line Printers Protocol Analyzers Hyperdrives Specific items are controlled and tracked utilizing the KSC NEMS (NASA Equipment Management System) equipment tracking system. 118 120 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- ATTACHMENT J-3 REGISTER OF WAGE DETERMINATION Page 1 of 10 REGISTER OF WAGE DETERMINATIONS UNDER U.S. DEPARTMENT OF LABOR THE SERVICE CONTRACT ACT EMPLOYMENT STANDARDS ADMINISTRATION By direction of the Secretary of Labor WAGE AND HOUR DIVISION WASHINGTON, DC. 20210 /s/ ALAN L. MOSS Division of Wage Determination No.: 94-2118 Director Wage Determinations Revision No.: 4 Date of Last revision: 09/27/1996 State(s):Florida Area: FLORIDA COUNTIES OF BREVARD, INDIAN RIVER. **Fringe Benefits Required For All Occupations Included In This Wage Determination Follow The Occupational Listing ** OCCUPATION CODE AND TITLE MINIMUM HOURLY WAGE ADMINISTRATIVE SUPPORT AND CLERICAL: 01011 Accounting Clerk I $ 7.55 01012 Accounting Clerk II $ 8.68 01013 Accounting Clerk III $ 10.25 01014 Accounting Clerk IV $ 12.93 01030 Court Reporter $ 10.78 01050 Dispatcher. Motor Vehicle $ 10.78 01060 Document Preparation Clerk $ 8.40 01090 Duplicating Machine Operator $ 8.40 01110 Film/Tape Librarian $ 11.51 01115 General Clerk I $ 8.58 01116 General Clerk II $ 8.45 01117 General Clerk III $ 9.21 01118 General Clerk IV $ 10.35 01120 Housing Referral Assistant $ 11.65 01131 Key Entry Operator I $ 8.07 01132 Key Entry Operator II $ 9.55 01191 Order Clerk I $ 7.58 01192 Order Clerk II $ 10.31 01220 Order Filler $ 10.25 01261 Personnel Assistant $ 7.77 (Employment) I 01262 Personnel Assistant $ 8.74 (Employment) II 01263 Personnel Assistant $ 9.55 (Employment) III 01264 Personnel Assistant $ 10.72 (Employment) IV 01270 Production Control Clerk $ 11.65 01290 Rental Clerk $ 9.80 01300 Scheduler, Maintenance $ 9.80 01311 Secretary I $ 9.80 01312 Secretary II $ 10.78 01313 Secretary III $ 11.65 01314 Secretary IV $ 13.24 01315 Secretary V $ 14.59 01320 Service Order Dispatcher $ 9.80 01341 Stenographer I $ 9.80 01342 Stenographer II $ 9.80 01400 Supply Technician $ 13.24 01420 Survey Worker(Interviewer) $ 10.78 119 121 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 2 of 10 01460 Switchboard Operator $ 7.30 Receptionist 01510 Test Examiner $ 10.78 01520 Test Proctor $ 10.78 01531 Travel Clerk I $ 7.04 01532 Travel Clerk II $ 7.62 01533 Travel Clerk III $ 8.15 01611 Word Processor I $ 8.30 01612 Word Processor II $ 9.32 01613 Word Processor III $ 10.42 AUTOMATIC DATA PROCESSING: 03010 Computer Data Librarian $ 10.78 03041 Computer Operator I $ 12.59 03042 Computer Operator II $ 13.70 03043 Computer Operator III $ 15.35 03044 Computer Operator IV $ 16.86 03045 Computer Operator V $ 18.80 03071 Computer Programmer I 1/ $ 12.88 03072 Computer Programmer II 1/ $ 15.43 03073 Computer Programmer III 1/ $ 18.66 03074 Computer Programmer IV 1/ $ 20.63 03101 Computer Systems Analyst I l/ $ 19.55 03102 Computer Systems Analyst II 1/ $ 22.99 03103 Computer Systems Analyst III 1/ $ 26.83 03160 Peripheral Equipment Operator $ 10.78 AUTOMOTIVE SERVICE: 05005 Automobile Body Repairer, $ 15.93 Fiberglass 05010 Automotive Glass Installer $ 14.49 05040 Automotive Worker $ 14.49 05070 Electrician, Automotive $ 15.32 05100 Mobile Equipment Servicer $ 13.08 05130 Motor Equipment Metal Mechanic $ 15.93 05160 Motor Equipment Metal Worker $ 14.49 05190 Motor Vehicle Mechanic $ 15.93 05220 Motor Vehicle Mechanic Helper $ 12.31 05250 Motor Vehicle Upholstery $ 13.99 Worker 05280 Motor Vehicle Wrecker $ 14.49 05310 Painter, Automotive $ 15.23 05340 Radiator Repair Specialist $ 14.49 05370 Tire Repairer $ 13.08 05400 Transmission Repair Specialist $ 15.93 FOOD PREPARATION AND SERVICE: 07010 Baker $ 10.73 07041 Cook I $ 9.77 07042 Cook II $ 10.73 07070 Dishwasher $ 7.56 07100 Food Service Worker $ 7.56 (Cafeteria Worker) 07130 Meat Cutter $ 10.73 07250 Waiter/Waitress $ 8.18 120 122 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 3 of 10 FURNITURE MAINTENANCE AND REPAIR: 09010 Electrostatic Spray Painter $ 15.23 09040 Furniture Handler $ 11.97 09070 Furniture Refinisher $ 15.23 09100 Furniture Refinisher Helper $ 12.31 09110 Furniture Repairer, Minor $ 13.80 09130 Upholsterer $ 15.23 GENERAL SERVICES AND SUPPORT: 11030 Cleaner, Vehicles $ 7.56 11060 Elevator Operator $ 7.56 11090 Gardener $ 9.77 11121 Housekeeping Aide I $ 7.56 11122 Housekeeping Aide II $ 8.18 11150 Janitor $ 7.56 11180 Laborer $ 10.67 11210 Laborer, Grounds Maintenance $ 8.18 11240 Maid or Houseman $ 6.64 11270 Pest Controller $ 10.30 11300 Refuse Collector $ 7.56 11330 Tractor Operator $ 9.54 11360 Window Cleaner $ 8.18 HEALTH: 12010 Ambulance Driver $ 10.56 12040 Emergency Medical Technician $ 10.56 12071 Licensed Practical Nurse I $ 7.61 12072 Licensed Practical Nurse II $ 8.54 12073 Licensed Practical Nurse III $ 9.55 12100 Medical Assistant $ 8.54 12130 Medical Laboratory Technician $ 8.54 12160 Medical Record Clerk $ 8.54 12190 Medical Record Technician $ 11.83 12221 Nursing Assistant I $ 6.20 12222 Nursing Assistant II $ 6.97 12223 Nursing Assistant III $ 7.61 12224 Nursing Assistant IV $ 8.54 12250 Pharmacy Technician $ 10.65 12280 Phlebotomist $ 8.54 12311 Registered Nurse I $ 11.83 12312 Registered Nurse II $ 14.47 12313 Registered Nurse III $ 14.47 Specialist 12314 Registered Nurse III $ 17.51 12315 Registered Nurse III $ 17.51 Anesthetist 12316 Registered Nurse IV $ 20.99 INFORMATION AND ARTS: 13002 Audiovisual Librarian $ 16.57 13011 Exhibits Specialist I $ 13.92 13012 Exhibits Specialist II $ 16.57 13013 Exhibits Specialist III $ 18.12 13041 Illustrator I $ 13.92 13042 Illustrator II $ 16.57 13043 Illustrator III $ 18.12 13047 Librarian $ 14.59 121 123 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 4 of 10 13050 Library Technician $ 12.02 13071 Photographer I $ 11.51 13072 Photographer II $ 13.92 13073 Photographer III $ 16.57 13074 Photographer IV $ 18.12 13075 Photographer V $ 20.03 LAUNDRY, DRY CLEANING, PRESSING: 15010 Assembler $ 5.47 15030 Counter Attendant $ 5.47 15040 Dry Cleaner $ 6.71 15070 Finisher, Flatwork, Machine $ 5.47 15090 Presser, Hand $ 5.47 15100 Presser, Machine, Dry Cleaning $ 5.47 15130 Presser, Machine, Shirts $ 5.47 15160 Presser, Machine, Wearing $ 5.47 Apparel, Laundry 15190 Sewing Machine Operator $ 7.12 15220 Tailor $ 7.54 15250 Washer, Machine $ 5.99 MACHINE TOOL OPERATION AND REPAIR: 19010 Machine-tool Operator $ 15.23 (Toolroom) 19040 Tool and Die Maker $ 18.10 MATERIALS HANDLING AND PACKING: 21010 Fuel Distribution System $ 13.99 Operator 21020 Material Coordinator $ 13.80 21030 Material Expediter $ 13.80 21040 Material Handling Laborer $ 6.68 21071 Forklift Operator $ 9.41 21080 Production Line Worker $ 12.25 (Food Processing) 21100 Shipping/Receiving Clerk $ 10.66 21130 Shipping Packer $ 10.21 21140 Store Worker I $ 8.69 21150 Stock Clerk (Shelf Stocker; $ 10.79 Store Worker II) 21210 Tools and Parts Attendant $ 12.31 21400 Warehouse Specialist $ 12.25 MECHANICS AND MAINTENANCE AND REPAIR: 23010 Aircraft Mechanic $ 15.93 23040 Aircraft Mechanic Helper $ 12.31 23060 Aircraft Servicer $ 13.80 23070 Aircraft Worker $ 14.49 23100 Appliance Mechanic $ 15.23 23120 Bicycle Repairer $ 13.08 23125 Cable Splicer $ 15.93 23130 Carpenter, Maintenance $ 15.23 23140 Carpet Layer $ 14.68 23160 Electrician, Maintenance $ 15.93 23181 Electronics Technician, $ 14.08 Maintenance I 23182 Electronics Technician, $ 17.67 Maintenance II 122 124 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 5 of 10 23183 Electronics Technician, $ 19.85 Maintenance III 23260 Fabric Worker $ 13.80 23290 Fire Alarm System Mechanic $ 15.93 23310 Fire Extinguisher Repairer $ 13.08 23340 Fuel Distribution System $ 15.93 Mechanic 23370 General Maintenance Worker $ 14.49 23400 Heating, Refrigeration and Air $ 15.93 Conditioning Mechanic 23430 Heavy Equipment Mechanic $ 15.93 23460 Instrument Mechanic $ 15.93 23500 Locksmith $ 15.23 23530 Machinery Maintenance Mechanic $ 15.93 23550 Machinist, Maintenance $ 17.08 23580 Maintenance Trades Helper $ 12.31 23640 Millwright $ 15.93 23700 Office Appliance Repairer $ 15.23 23740 Painter, Aircraft $ 15.23 23760 Painter, Maintenance $ 15.23 23790 Pipefitter, Maintenance $ 15.93 23800 Plumber, Maintenance $ 15.23 23820 Pneudraulic Systems Mechanic $ 15.93 23850 Rigger $ 15.93 23870 Scale Mechanic $ 14.49 23890 Sheet-metal Worker, $ 15.93 Maintenance 23910 Small Engine Mechanic $ 14.49 23930 Telecommunications Mechanic I $ 15.93 23940 Telecommunications Mechanic II $ 16.66 23950 Telephone Lineman $ 15.93 23960 Welder, Combination, $ 15.93 Maintenance 23965 Well Driller $ 15.93 23970 Woodcraft Worker $ 15.93 23980 Woodworker $ 13.08 PERSONAL NEEDS: 24570 Child Care Attendant $ 7.07 24600 Chore Aide $ 6.64 24630 Homemaker $ 9.80 PLANT AND SYSTEM OPERATION: 25010 Boiler Tender $ 15.93 25040 Sewage Plant Operator $ 15.23 25070 Stationary Engineer $ 15.93 25190 Ventilation Equipment Tender $ 12.11 25210 Water Treatment Plant Operator $ 15.23 PROTECTIVE SERVICE: 27004 Alarm Monitor $ 11.79 27010 Court Security Officer $ 11.79 27040 Detention Officer $ 11.79 27070 Firefighter $ 11.79 27101 Guard I $ 6.67 27102 Guard II $ 11.79 27130 Police Officer $ 13.33 123 125 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 6 of 10 TECHNICAL: 29010 Air Traffic Control 2/ $ 22.77 Specialist, Center 29011 Air Traffic Control 2/ $ 15.71 Specialist, Station 29012 Air Traffic Control 2/ $ 17.29 Specialist, Terminal 29020 Archeological Technician $ 14.79 29030 Cartographic Technician $ 14.79 29035 Computer Based Training $ 19.55 Specialist/Instructor 29040 Civil Engineering Technician $ 14.79 29061 Drafter I $ 8.95 29062 Drafter II $ 11.51 29063 Drafter III $ 13.92 29064 Drafter IV $ 16.57 29070 Embalmer $ 16.57 29081 Engineering Technician I $ 8.95 29082 Engineering Technician II $ 11.51 29083 Engineering Technician III $ 13.92 29084 Engineering Technician IV $ 16.57 29085 Engineering Technician V $ 18.12 29086 Engineering Technician VI $ 20.03 29090 Environmental Technician $ 16.86 29100 Flight Simulator/Instructor $ 22.99 (Pilot) 29150 Graphic Artist $ 19.55 29210 Laboratory Technician $ 15.35 29240 Mathematical Technician $ 14.79 29330 Mortician $ 16.57 29361 Paralegal/Legal Assistant I $ 10.78 29362 Paralegal/Legal Assistant II $ 14.59 29363 Paralegal/Legal Assistant III $ 17.84 29364 Paralegal/Legal Assistant IV $ 21.59 29390 Photooptics Technician $ 14.79 29480 Technical Writer $ 18.96 29620 Weather Observer, Senior 3/ $ 15.35 29621 Weather Observer, Combined 3/ $ 13.82 Upper Air and Surface Programs 29622 Weather Observer, Upper Air 3/ $ 13.82 TRANSPORTATION/MOBILE EQUIPMENT OPERATION: 31030 Bus Driver $ 13.68 31100 Driver Messenger $ 10.57 31200 Heavy Equipment Operator $ 15.93 31260 Parking and Lot Attendant $ 9.60 31290 Shuttle Bus Driver $ 12.97 31300 Taxi Driver $ 10.57 31361 Truckdriver, Light Truck $ 12.97 31362 Truckdriver, Medium Truck $ 13.68 31363 Truckdriver, Heavy Truck $ 14.39 36364 Truckdriver, Tractor-Trailer $ 14.39 MISCELLANEOUS: 99005 Aircraft Quality Control $17.16 Inspector 99020 Animal Caretaker $ 8.70 124 126 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 Page 7 of 10 99030 Cashier $ 5.77 99040 Child Care Center Clerk $ 8.81 99050 Desk Clerk $ 7.07 99260 Instructor $17.25 99300 Lifeguard $ 6.30 99350 Park Attendant (Aide) $ 7.91 99400 Photofinishing Worker ( Photo $ 7.30 Lab / Dark Room Technician) 99500 Recreation Specialist $13.64 99510 Recycling Worker $ 9.19 99610 Sales Clerk $ 6.30 99630 Sports Official $ 6.30 99658 Survey Party Chief $ 9.77 99659 Surveying Technician $ 7.91 99660 Surveying Aide $ 5.77 99690 Swimming Pool Operator $10.73 99720 Vending Machine Attendant $ 9.19 99730 Vending Machine Repairer $10.73 99740 Vending Machine Repairer $ 9.19 Helper ------------------------------------------------------------------------- ** Fringe Benefits Required For All Occupations Included In This Wage Determination** HEALTH & WELFARE: Life, accident, and health insurance plans, sick leave, pension plans, civic and personal leave, and savings and thrift plans. Minimum employer contributions costing an average of $2.56 per hour computed on the basis of all hours worked by service employees employed on the contract. May include such benefits as severance pay. VACATION: 2 weeks paid vacation after 1 year of service with a contractor or successor; 3 weeks after 5 years; 4 weeks after 15 years; and 5 weeks after 20 years. Length of service includes the whole span of continuous service with the present contractor or successor, wherever employed, and with predecessor contractors in the performance of similar work at the same Federal facility. (Reg. 4.173) HOLIDAYS: Minimum of ten paid holidays per year: New Year's Day, Martin Luther King Jr.'s Birthday, Washington's Birthday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans' Day, Thanksgiving Day, and Christmas Day. (A contractor may substitute for any of the named holidays another day off with pay in accordance with a plan communicated to the employees involved.) (See 29 CFR 4.174) 1/ Does not apply to employees employed in a bona fide executive, administrative, or professional capacity as defined and delineated in 29 CFR 541. (See 29 CFR 4.156) 2/ APPLICABLE TO AIR TRAFFIC CONTROLLERS ONLY - NIGHT DIFFERENTIAL: An employee is entitled to pay for all work performed between the hours of 6:00 P.M. and 6:00 A.M. at the rate of basic pay plus a night pay differential amounting to 10 percent of the rate of basic pay. 125 127 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-2118 (Rev. 4) ISSUE DATE:09/27/1996 3/ Page 8 of 10 APPLICABLE TO WEATHER OBSERVERS ONLY - NIGHT PAY & SUNDAY PAY: If you work at night as a part of a regular tour of duty, you will earn a NIGHT DIFFERENTIAL and receive an additional 10% of basic pay for any hours worked between 6pm and 6am. If you are a fulltime employee (40 hours a week) and Sunday is part of your regularly scheduled workweek, you are paid at your rate of basic pay plus a Sunday premium of 25% of your basic rate for each hour of Sunday work which is not overtime (i.e. occasional work on Sunday outside the normal tour of duty is considered overtime work). ** UNIFORM ALLOWANCE ** If employees are required to wear uniforms in the performance of this contract (either by the terms of the Government contract, by the employer, by the state or local law, etc.), the cost of furnishing such uniforms and maintaining (by laundering or dry cleaning) such uniforms is an expense that may not be borne by an employee where such cost reduces the hourly rate below that required by the wage determination. The Department of Labor will accept payment in accordance with the following standards as compliance: The contractor or subcontractor is required to furnish all employees with an adequate number of uniforms without cost or to reimburse employees for the actual cost of the uniforms. In addition, where uniform cleaning and maintenance is made the responsibility of the employee, all contractors and subcontractors subject to this wage determination shall (in the absence of a bona fide collective bargaining agreement providing for a different amount, or the furnishing of contrary affirmative proof as to the actual cost), reimburse all employees for such cleaning and maintenance at a rate of $4.2 5 per week (or $.85 cents per day). However, in those instances where the uniforms furnished are made of "wash and wear" materials, may be routinely washed and dried with other personal garments, and do not require any special treatment such as dry cleaning, daily washing, or commercial laundering in order to meet the cleanliness or appearance standards set by the terms of the Government contract, by the contractor, by law, or by the nature of the work, there is no requirement that employees be reimbursed for uniform maintenance costs. ** NOTES APPLYING TO THIS WAGE DETERMINATION ** Source of Occupational Titles and Descriptions: The duties of employees under job titles listed are those described in the "Service Contract Act Directory of Occupations," Fourth Edition, January 1993, as amended by the Second Supplement, dated August 1995, unless otherwise indicated. This publication may be obtained from the Superintendent of Documents, at 202-783-3238, or by writing to the Superintendent of Documents, U.S. Government Printing Office, Washington, D.C. 20402. Copies of specific job descriptions may also be obtained from the appropriate contracting officer. 126 128 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERM[NATION NO.:94-21 18 (Rev. 4) ISSUE DATE:09/27/1996 Page 9 of 10 REQUEST FOR AUTHORIZATION OF ADDITIONAL CLASSIFICATION AND WAGE RATE (Standard Form 1444 (SF 1444)) Conformance Process: The contracting officer shall require that any class of service employee which is not listed herein 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), be classified by the contractor 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 classes of employees shall be paid the monetary wages and furnished the fringe benefits as are determined. Such conforming process shall be initiated by the contractor prior to the performance of contract work by such unlisted class(es) of employees. The conformed classification, wage rate, and/or fringe benefits shall be retroactive to the commencement date of the contract. {See Section 4.6 (C)(vi)} When multiple wage determinations are included in a contract, a separate SF 1444 should be prepared for each wage determination to which a class(es) is to be conformed. The process for preparing a conformance request is as follows: 1) When preparing the bid, the contractor identifies the need for a conformed occupation(s) and computes a proposed rate(s). 2) After contract award, the contractor prepares a written report listing in order proposed classification title(s), a Federal grade equivalency (FGE) for each proposed classification(s), job description(s), and rationale for proposed wage rate(s), including information regarding the agreement or disagreement of the authorized representative of the employees involved, or where there is no authorized representative, the employees themselves. This report should be submitted to the contracting officer no later than 30 days after such unlisted class(es) of employees performs any contract work. 3) The contracting officer reviews the proposed action and promptly submits a report of the action, together with the agency's recommendations and pertinent information including the position of the contractor and the employees, to the Wage and Hour Division, Employment Standards Administration, U.S. Department of Labor, for review. (See section 4.6(b)(2) of Regulations 29 CFR Part 4). 4) Within 30 days of receipt, the Wage and Hour Division approves, modifies, or disapproves the action via transmittal to the agency contracting officer, or notifies the contracting officer that additional time will be required to process the request. 5) The contracting officer transmits the Wage and Hour decision to the contractor. 6) The contractor informs the affected employees. Information required by the Regulations must be submitted on SF 1444 or bond paper. When preparing a conformance request, the "Service Contract Act Directory of Occupations" (the Directory) should be used to compare job definitions to insure that duties requested are not performed 127 129 NAS10-98001 (EDC) Attachment J-3 - -------------------------------------------------------------------------------- WAGE DETERMINATION NO.:94-21 18 (Rev, 4) ISSUE DATE:09/27/1996 Page 10 of 10 by a classification already listed in the wage determination. Remember, it is not the job title, but the required tasks that determine whether a class is included in an established wage determination. Conformances may not be used to artificially split, combine, or subdivide classifications listed in the wage determination. 128 130 NAS10-98001 (EDC) Attachment J-4 - -------------------------------------------------------------------------------- ATTACHMENT J-4 EDC AWARD FEE EVALUATION PLAN 1. Introduction ------------ A. Purpose The purpose of the Award Fee Plan is to encourage and reward the Contractor for safe, high quality, cost-conscious performance in fulfilling the requirements set forth in this contract; to provide flexibility for changes in management and performance emphasis; and to promote effective communications. The use of award fee permits the Government to focus on overall technical and cost performance and to emphasize those aspects of critical milestone achievements essential to reach mission objectives. B. Award Fee Determinations Award fee determinations, up to the maximum potential amounts specified in the contract schedule, will be made by the Fee Determination Official (FDO). Award fee determinations will be based on both objective metrics and subjective judgments by the Government of the Contractor's performance using procedures and evaluation criteria as specified in this Award Fee Plan. 2. Evaluation Procedure -------------------- For the purpose of award fee determinations on this contract, the procedure indicated below will be followed. A. General (I) Award fee will be determined annually by the Fee Determination Official who is Chairperson of the Contract Award Fee Board (CAFB). The CAFB is comprised of the FDO, the Engineering Development Director, other line management directors, the Director of Safety and Mission Assurance, the Procurement Officer or Deputy, and the KSC Chief Financial Officer or designee. (2) The award fee will be determined based upon a review by the CAFB of the consolidated recommendation prepared by the Contract Technical Manager (CTM), the Contracting Officer (CO), and the Contractor's additional data, if any. (3) The CTM will be the focal point for the accumulation and development of award fee evaluation reports, reviews, and presentations as well as discussions with Contractor management on award fee matters. (4) The determination of award fee shall be unilateral and shall not be subject to the Disputes clause of the contract. 129 131 NAS10-98001 (EDC) Attachment J-4 - -------------------------------------------------------------------------------- B. Reviews The Contractor's performance will be reviewed in the manner described below. (1) Concurrent - Contractor performance levels which require remedial attention or which may be expected to adversely affect award fee ratings will be made known to the Contractor by the CTM (either orally or in writing) on a current basis. (2) Quarterly - A quarterly review of the Contractor's performance will be held by the CTM with cognizant evaluators. The substance of this quarterly review will be summarized in writing and a copy transmitted to the Contractor. (3) Annually - Within thirty (30) calendar days following each performance period, the CTM will prepare a report on the evaluation of the Contractor's performance. The Contractor will be furnished a copy of the report without an adjective rating or numerical score assigned for the period. Within ten (10) calendar days from receipt of the evaluation report, the Contractor may, if so desired, submit in writing to the CTM additional data bearing on the performance evaluation. The Contractor's comments, if any, will be included in the final report to the CAFB. The Contractor may also request an opportunity to give a presentation to the CAFB concerning his performance. 3. Fee Determination ----------------- A. The CAFB will convene to review the award fee evaluation report, Contractor's comments, and such other information as may be appropriate. After consideration of this data, the CAFB will assist the FDO in determining an appropriate amount of award fee. B. The FDO will notify the Contracting Officer in writing of the amount of award fee, if any, determined to have been earned during the evaluation period. The Contracting Officer will notify the Contractor of such determination. This determination is not subject to appeal under the Disputes clause or any other provision of the contract. C. Following notification of the award fee determination, the Contacting Officer will issue a modification to the contract. 4. Evaluation Criteria A. Evaluation criteria encompass the safety, quality, timeliness, efficiency, and cost effectiveness of the Contractor's performance of contract requirements. Appropriate areas of emphasis will be established for each evaluation period emphasizing effective accomplishment of contract activities and mission success. The specific areas of directed emphasis will be identified and communicated to the Contractor at least fifteen (15) days prior to the start of the evaluation period by the Contracting Officer. 130 132 B. The Contracting Officer may notify the Contractor at a later date of alterations in areas of emphasis (including additions or deletions). Such alterations will be prospective and will allow the Contractor time to react or implement the alterations. 5. Numerical Ranges/Adjective Definitions and Award Fee Scale Exhibits to this Plan set forth the adjective ratings, definitions, and associated numerical ranges to be used to define the various levels of performance under the contract. The Award Fee Scale sets forth in tabular form the award fee earned at various performance ratings. 131 133 SCHEDULE 1 ---------- NUMERICAL RANGES /ADJECTIVE DEFINITIONS --------------------------------------- NUMERI CAL ADJECTIVE RANGE RATING ADJECTIVE DEFINITIONS ----- --------- --------------------- 91 - 100 EXCELLENT The Contractor's overall performance of contract requirements is of exceptional merit marked by timely, efficient, and economical performance. Exemplary performance in all areas of directed emphasis. Very minor deficiencies with no adverse effect on overall performance. 81 - 90 VERY GOOD The Contractor is exhibiting very effective performance and is fully responsive to contract requirements. Majority of performance requirements are timely, efficient, and economically conducted. Only minor deficiencies are noted. 71 - 80 GOOD The Contractor is performing effectively and is fully responsive to contract requirements. There are reportable deficiencies which have minor identifiable effect on overall contract performance. 61 - 70 SATISFACTORY The Contractor meets or slightly exceeds the minimum acceptable contract requirements with adequate results. There are reportable deficiencies with identifiable, but not substantial, effects on overall contract performance. 60 AND UNSATISFACTORY The Contractor does not meet BELOW minimum acceptable standards, requires remedial action, or has deficiencies in one or more areas that adversely affect overall contract performance. 132 134 SCHEDULE 2 AWARD FEE SCALE --------- ----- NUMERICAL % AVAILABLE ADJECTIVES SCORE AWARD FEE ---------- ----- --------- 100 100 99 99 98 98 97 97 96 96 EXCELLENT 95 95 94 94 93 93 92 92 91 91 - ----------------------------------------------------------------------------- 90 90 89 89 88 88 87 87 86 86 VERY GOOD 85 85 84 84 83 83 82 82 81 81 - ------------------------------------------------------------------------------- 80 80 79 79 78 78 77 77 76 76 GOOD 75 75 74 74 73 73 72 72 71 71 - -------------------------------------------------------------------------------- 70 70 69 69 68 68 67 67 66 66 SATISFACTORY 65 65 64 64 63 63 62 62 61 61 - -------------------------------------------------------------------------------- 60 0 59 0 UNSATISFACTORY * * * * 0 0 133 135 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- ATTACHMENT J-5 GLOSSARY, ACRONYMS, AND ABBREVIATIONS ------------------------------------- AC Alternating Current ACN Activity Classification Number ADP Acceptance Data Package AGE Aerospace Ground Equipment ANSI American National Standards Institute ASQC American Society for Quality Control ATM Asynchronous Transfer Mode ATP Acceptance Test Procedure BOC Base Operations Contractor CAD Computer-Aided Design CAE Computer-Aided Engineering CAFB Contract Award Fee Board CBT Computer-Based Training CCAS Cape Canaveral Air Station CCD Charge-Coupled Device CCS Complex Control System CDP Contract Data Package CFO Chief Financial Officer CFR Code of Federal Regulations CI Continual Improvement CIAO Central Industry Assistance Office CIF Central Instrumentation Facility CLIX Clipper Unix Operating System CIO Chief Information Officer CMU Checkout and Monitor Unit CO Contracting Officer COTR Contracting Officer's Technical Representative COTS Commercial-Off-the-Shelf CPAF Cost-Plus-Award-Fee CPIC Configurable Protocol Interface Card CPM Critical Path Method CPU Central Processing Unit CRCA Component Refurbishment and Chemical Analysis CSD Contract Start Date CTM Contract Technical Manager CY Contract Year 134 136 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- DC Direct Current DCAA Defense Contract Audit Agency DCR Document Change Recommendation DE Engineering Development Directorate DFRC Dryden Flight Research Center DMES Dimethylethoxysilane DPI Data Processing Installation DoD Department of Defense DoL Department of Labor DRA Document Release Authorization DRD Data Requirements Description DRFP Draft Request for Proposal DRL Data Requirements List ECSL Electrical Control Systems Laboratory EDC Engineering Development Contract EDL Engineering Development Laboratory EEE Electronic, Electrical, Electromechanical EEO Equal Employment Opportunity EPA Environmental Protection Agency ER Eastern Range EST Eastern Standard Time ET External Tank EVS Equipment Visibility System F&GS Fluids and Gases Subsystem FAR Federal Acquisition Regulation FDO Fee Determination Official FED-STD Federal Telecommunication Standards FICA Federal Insurance Contributions Act FIP Federal Information Processing FMEA Failure Modes and Effects Analysis FOTV Fiber-Optic Television System FRIV Fast Response Instrumentation Van ft Foot/Feet FTE Full-Time Equivalent FTIR Fourier Transform Infrared Spectrophotometer FUI Federal Unemployment Insurance FY Fiscal Year G&A General and Administrative GAO General Accounting Office GFE Government Furnished Equipment GFP Government Furnished Property GH2 Gaseous Hydrogen (also GH2) 135 137 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- GIDEP Government Industry Data Exchange Program GN2 Gaseous Nitrogen (also GN2) GOP Government Organization Provisions GOX Gaseous Oxygen GP General Publication gpm Gallons Per Minute GPS Global Positioning System GSBCA General Services Administration Board of Contract Appeals GSE Ground Support Equipment GTR Government Transportation Request H20 Water HCl Hydrogen Chloride HDP Holddown Post HEPA High Efficiency Particle Air (Filter) HGDS Hazardous Gas Detection System hp horsepower HUMS Hydrogen Umbilical Mass Spectrometer HVAC Heating, Ventilation and Air Conditioning Hz Hertz (cycles per second) ID Implementing Directive IEEE Institute of Electronic and Electrical Engineers IR Infrared IRM Information Resources Management Information Resources Manager IRS Internal Revenue Service ISO International Organization for Standardization I/T Information Technology (also IT) IVAN Instrumentation Van JSC Johnson Space Center KHB Kennedy Space Center Handbook KMI Kennedy Space Center Management Instruction KSC Kennedy Space Center KSCAP Kennedy Space Center Area Permits KSCM Kennedy Space Center Manual LC-39 Launch Complex 39 LCC Launch Control Center LETF Launch Equipment Test Facility LH2 Liquid Hydrogen (also LH2) LN2 Liquid Nitrogen (also LN2) L02 Liquid Oxygen (also L02) 136 138 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- LOS Length of Stain (HCL dosimeter) Lift-Off Simulator LPS Launch Processing System LSGMS Launch Site Ground Support Equipment Management System M&A Management and Administration MDS&DS McDonnell Douglas Aerospace Space and Defense Systems MER Maximum Error Rate MHz Megahertz (megacycles per second) MIHF Multi-spectral Imaging of Hydrogen Flames MIL-STD Military Standard MKTM Mobile Kineto Tracking Mount MLP Mobile Launcher Platform MPLM Mini Payload Logistics Module MR Procurement Request MS Microsoft Corporation MSBLS Microwave Scanning Beam Landing System MSC Material Service Centers MS-DOS Microsoft Corporation Disk Operating System MSFC Marshall Space Flight Center N204 Nitrogen Tetroxide NO2 Nitrogen Dioxide NASA National Aeronautics and Space Administration NEMS NASA Equipment Management System NEPA National Environmental Policy Act NFS NASA Federal Acquisition Regulation Supplement NHB NASA Handbook NIST National Institute of Standards and Technology NMI NASA Management Instruction NOTU Naval Ordnance Test Unit NSTS National Space Transportation System NTE Not To Exceed NVR Nonvolatile Residue O&C Operations and Checkout Building OAA Orbiter Access Arm OCR Optical Character Recognition ODC Other Direct Costs ODMS Oxygen Deficiency Monitoring System OIS Operational Intercommunication System OIS--A Operational Intercommunication System--Analog OIS--D Operational Intercommunication System--Digital OMD Operations and Maintenance Documentation OMI Operations and Maintenance Instruction OMRD Operations and Maintenance Requirements Document 137 139 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- OPF Orbiter Processing Facility OPR Office of Primary Responsibility OS Operating System OSHA Occupational Safety and Health Administration OTV Operational Television PA&FB Payroll Additives and Fringe Benefits PAFB Patrick Air Force Base PAMS Portable Aft Mass Spectrometer PAWS Paging and Area Warning System PC Personal Computer PCN Project Control Number PCO Project Control Office PERT Program Evaluation Review Technique PGHM Payload Ground Handling Mechanism PIC Pyrotechnic Initiator Controller PLC Programmable Logic Controller PLTS Precision Laser Tracking System PME Pulse Modulation Encoder PMI Periodic Maintenance Instruction PMS Permanent Measurement System POCS Photo--Optical Control System ppb parts per billion PPCU Partial Payloads Checkout Unit ppm parts per million PR Purchase Request PRACA Problem Reporting and Corrective Action psig Pounds Per Square Inch Gauge PWS Performance Work Statement QA Quality Assurance R&D Research and Development RCC Reinforced Carbon--Carbon RCCOST Reinforced Carbon--Carbon Optical Scanning Tool RF Radio Frequency RFIC Request For Issuance Clearance RFP Request for Proposal RID Rack Insertion Device RMAS Remote Monitor Alarm System RMO Resources Management Office RMS Random Motion Simulator ROS Research Operations Support S&MA Safety and Mission Assurance SAA System Assurance Analysis 138 140 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- SBA Small Business Administration SDB Small Disadvantaged Business SEB Source Evaluation Board SF Standard Form SIC Standard Industrial Classification slpm standard liters per minute SONET Synchronous Optical Network SOP Standard of Performance SPP Standard Practice Procedure Sq Square SR&QA Safety, Reliability and Quality Assurance SRB Solid Rocket Booster SRM&QA Safety, Reliability, Maintainability and Quality Assurance SRMU Solid Rocket Motor Upgrade SSA Source Selection Authority SSC Stennis Space Center SSE Software Support Environment SSPF Space Station Processing Facility SSR Safety Statistics Report STS Space Transportation System SUI State Unemployment Insurance SURDA Surface Defect Analysis TACAN Tactical Air Navigation TAL Transatlantic Abort Landing Transoceanic Abort Landing TBD To Be Determined TC Technical Contact TCMS Test, Control, and Monitor System TCMS--E Test, Control, and Monitor System--Ethernet TCS Tracker Control System TD Technical Directive TFCS Treasury Financial Communications System TIM Technical Interchange Meeting TIN Taxpayer Identification Number TLV Threshold Limit Value TPO DE Technology Programs and Commercialization Office TR Technical Representative TSM Tail Service Mast TV Television TVD Toxic Vapor Detector UCC Universal Checkout Console UCS Unified Control System UPN Unique Project Number 139 141 NAS10-98001 (EDC) Attachment J-5 - -------------------------------------------------------------------------------- US United States USAF United States Air Force USCA Universal Signal Conditioning Amplifier uv ultraviolet V Volts V&V Verification and Validation VAC Volts, Alternating Current VAFB Vandenberg Air Force Base Vdc Volts, Direct Current VME Versa Module Europe VPF Vertical Processing Facility VXI VME Extension Interface WO Work Order WSTF White Sands Test Facility 140 142 NAS10-98001 (EDC) Attachment J-6 - -------------------------------------------------------------------------------- ATTACHMENT J-6 DD FORM 254 (CONTRACT SECURITY CLASSIFICATION SPECIFICATION) 141 143 DEPARTMENT OF DEFENSE CONTRACT SECURITY CLASSIFICATION SPECIFICATION (The requirements of the National Industrial Security Program Operating Manual apply to all security aspects of this effort) - -------------------------------------------------------------------------------- 1. CLEARANCE AND SAFEGUARDING - -------------------------------------------------------------------------------- a. FACILITY CLEARANCE REQUIRED Secret - -------------------------------------------------------------------------------- b. LEVEL OF SAFEGUARDING REQUIRED None - -------------------------------------------------------------------------------- 2. THIS SPECIFICATION IS FOR: (x and complete as applicable) - -------------------------------------------------------------------------------- |X| a. PRIME CONTRACT NUMBER NAS10-98001 - -------------------------------------------------------------------------------- | | b. SUBCONTRACT NUMBER - -------------------------------------------------------------------------------- | | c. SOLICIATION OR OTHER NUMBER DUE DATE (YY/MM/DD) - -------------------------------------------------------------------------------- 3. THIS SPECIFICATION IS: (X and complete as applicable) - -------------------------------------------------------------------------------- |X| a. ORIGINAL (Compare date in all cases) Date (YYMMDD) - -------------------------------------------------------------------------------- | | b. REVISED (Supersedes all previous pages) Revision No. Date (YYMMDD) - -------------------------------------------------------------------------------- | | c . FINAL (Complete item 5 in all Cases Date (YYMMDD) - -------------------------------------------------------------------------------- 4. IS THIS A FOLLOW-ON CONTRACT? |_|YES |X| NO Classified material received or generated under_____ (Preceding Contract Number) is transferred to this follow-on contract - -------------------------------------------------------------------------------- 5. Is THIS A FINAL DD FORM 254? |_YES |X| NO, If yes, complete the following In response to the contractors request dated____, retention of the identified classified material is authorized for a period of: - -------------------------------------------------------------------------------- 6. CONTRACTOR (Include Commercial and Government Entry Code) - -------------------------------------------------------------------------------- a. NAME, ADDRESS, AND ZIP Dynacs Engineering Company, Inc. 28870 U.S. Highway 19, W. Clearwater, FL 34621-2596 - -------------------------------------------------------------------------------- b. CAGE CODE OAVB3 - -------------------------------------------------------------------------------- c. COGNIZANT SECURITY OFFICE (Name, Address, Zip) SoutheastRegion, DIS 2300 Lake Park Drive Suite 250 Smyrna, GA 30080-7606 - -------------------------------------------------------------------------------- 7. SUBCONTRACTOR - -------------------------------------------------------------------------------- a. NAME, ADDRESS. AND ZIP b. CAGE CODE c. COGNIZANT SECURITY OFFICE - -------------------------------------------------------------------------------- 8. ACTUAL PERFORMANCE - -------------------------------------------------------------------------------- a. LOCATION b. CAGE CODE c. COGNIZANT SECURITY OFFICE (Name, Address, and Zip code) - -------------------------------------------------------------------------------- GENERAL IDENTIFICATION OF THIS PROCUREMENT - -------------------------------------------------------------------------------- 10.THIS CONTRACT WILL REQUIRE ACCESS TO a. COMMUNICATIONS SECURITY (COMSEC) INFORMATION YES |_| NO |X| b. RESTRICTED DATA YES |_| NO |X| c. CRITICAL NUCLEAR WEAPON DESIGN INFORMATION YES |_| NO |X| d. FORMERLY RESTRICTED DATA YES |_| NO |X| e. INTELLIGENCE INFORMATION (1) Sensitive Compartmented Information (SCI) YES |_| NO |X| (2) Non-SCI YES |_| NO |X| f. SPECIAL ACCESS INFORMATION YES |_| NO |X| g. NATO INFORMATION YES |_| NO |X| h. FOREIGN GOVERNMENT INFORMATION YES |_| NO |X| i. LIMITED DISSEMINATION INFORMATION YES |_| NO |X| j. FOR OFFICIAL USE ONLY INFORMATION YES |_| NO |X| k. OTHER (Specify) YES |X| NO |_| - -------------------------------------------------------------------------------- 11. IN PERFORMING THIS CONTRACT THE CONTRACTOR WILL: - -------------------------------------------------------------------------------- a. HAVE ACCESS TO CLASSIFIED INFORMATION ONLY AT ANOTHER CONTRACTORS FACILITY ON GOVERNMENT ACTIVITY YES |X| NO |_| b. RECEIVE CLASSIFIED DOCUMENTS ONLY YES |_| NO |X| c. RECEIVE AND GENERATE CLASSIFIED MATERIAL YES |_| NO |X| d. FABRICATE, MODIFY, OR STORE CLASSIFIED HARDWARE YES |_| NO |X| e. PERFORM SERVICES ONLY YES |_| NO |X| f. HAVE ACCESS TO U.S. CLASSIFIED INFORMATION OUTSIDE THE U.S. , PUERTO RICO, U.S. POSSESSIONS AND TRUST TERRITORIES YES |_| NO |X| g. BE AUTHORIZED OT USE THE SERVICES OF THE DEFENSE TECHNICAL INFORMATION CENTER (DTIC) OR OTHER SECONDARY DISTRIBUTION CENTER YES |_| NO |X| h. REQUIRE A COMSEC ACCOUNT YES |_| NO |X| i. HAVE TEMPEST REQUIREMENTS YES |_| NO |X| j .HAVE OPERATIONS SECURITY (OPSEC) REQUIREMENTS YES |_| NO |X| k. BE AUTHORIZED TO USE THE DEFENSE COURIER SERVICE YES |_| NO |X| l. OTHER (specify) SEE BLOCK 13 REMARKS - -------------------------------------------------------------------------------- DD FORM 254-E, JAN 95 Previous editions are obsolete 144 12. PUBLIC RELEASE. Any information (classified or unclassified) pertaining to this contract shall not be released for public dissemination except as provided in the Industrial Security Manual or unless it has been approved for public release by appropriate U.S. Government authority. Proposed public releases shall be submitted prior to release. |_| DIRECT |X| THROUGH (Specify) NASA John F. Kennedy Space Center ATTN: PA-PIB Kennedy Space Center. FL 32899 to the Directorate for Freedom of Information and Security Review, Office of the Assistant Secretary of Defense (Public Affairs)* for review. *In the case of non-DoD User Agencies, requests for disclosure shall be submitted to that agency. - -------------------------------------------------------------------------------- 13. SECURITY GUIDANCE. The security classification guidance needed for this classified effort is identified below. If any difficulty is encountered in applying this guidance or if any other contributing factor indicates any changes in this guidance, the contractor is authorized and encouraged to provide the recommended changes; to challenge the guidance of the classification assigned to any information or material furnished or generated under this contract, submit any question for interpretation of this guidance to the official identified below. Pending that decision, the information involved shall be handled and protected at the highest level of classification assigned or recommended. (F??? appropriate for the classified effort. Attach or forward under separate correspondence any documents/guides/extracts referenced herein. Add additional pages as needed to provide complete guidance.) The Space-Transportation System Security Classification Guide, current and subsequent versions shall be a part of this contract. Guide will be provided under separate cover. Additional classification guidance will be provided as required under separate cover. - -------------------------------------------------------------------------------- 14. ADDITIONAL SECURITY REQUIREMENTS. Requirements in addition to NISPOM requirements are established for this contract. (If Yes, identify the pertinent contractual clauses in the contract document itself, or provide an appropriate statement which identifies additional requirements. Provide a copy of the requirements to the cognizant security office. Use Item 13 if additional space is required) |X| YES |_| NO NASA KSC documents apply on KSC - -------------------------------------------------------------------------------- 15. INSPECTIONS ELEMENTS OF THIS CONTRACT ARE OUTSIDE THE INSPECTION RESPONSIBILITY OF THE COGNIZANT SECURITY OFFICE. (If yes, explain and identify specific areas or elements carved out and the activity responsible for inspections. Use Item 13 if more space is needed. |X| YES |_| NO Inspection cognizance of activities at the Kennedy Space Center is the responsibility of NASA/KSC Protective Services Office. - -------------------------------------------------------------------------------- 16. CERTIFICATION AND SIGNATURE. Security requirements stated herein are complete and adequate for safeguarding the classified information to be released or generated under this classified effort. All questions shall be referred to the official named below. - -------------------------------------------------------------------------------- a. TYPED NAME OF CERTIFYING OFFICIAL Michael L. Bross - -------------------------------------------------------------------------------- b. TITLE Manager, Information Security - -------------------------------------------------------------------------------- c. TELEPHONE (Include Area Code) (407) 867-2452 - -------------------------------------------------------------------------------- d. ADDRESS (Included Zip Code) Kennedy Space Center Attn: FF-S1-B Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- e. SIGNATURE /S/MICHAEL L. BROSS --------------------- - -------------------------------------------------------------------------------- 17. REQUIRED DISTRIBUTION - -------------------------------------------------------------------------------- |X| a. CONTRACTOR |_| b. SUBCONTRACTOR |X| c. COGNIZANT SECURITY OFFICE FOR PRIME AND SUBCONTRACTOR |_| d. U.S. ACTIVITY RESPONSIBLE FOR OVERSEAS SECURITY ADMINISTRATION |X| e. ADMINISTRATIVE CONTRACTING OFFICER |X| f. OTHERS AS NECESSARY FF-S1-B - -------------------------------------------------------------------------------- DD Form 254-E, Reverse, JAN 95 145 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 1 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-1 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/97/PF Increase $1,315,636.00 MR 971003 S-1 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $1,315,636.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through November 17, 1997, per contractor memorandum of September 30, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 9-30-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 146 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 2 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-2 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $4,800.00 CW-1/2590C/400000/34/98/PF Increase $926,000.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $930,800.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through December 10, 1997, per contractor memorandum of October 10, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 10-10-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 147 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 3 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-3 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $1,153,947.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $1,153,947.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through January 3, 1998, per contractor memorandum of October 29, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 10-29-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 148 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 4 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-4 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/97/PF Increase $376,614.00 CW-1/2590C/400000/34/98/PF Increase $2,570,121.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $2,946,735.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through March 5, 1998, per contractor memorandum of November 21,1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 11-21-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 149 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 4 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-4 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/97/PF Increase $376,614.00 CW-1/2590C/400000/34/98/PF Increase $2,570,121.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $2,946,735.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through March 5, 1998, per contractor memorandum of November 21,1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 11-21-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 150 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 5 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-5 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $5,642,210 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |_| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is revised from $7,347,118 to $12,989,328 an increase of $5,642,210 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through July 04, 1998, per contractor memorandum of January 15, 1998. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Sharon L. White Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/SHARON L. WHITE 1-22-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 151 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 6 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-6 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $5,571,875 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |_| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is revised from $12,989,328 to $18,561,203 an increase of $5,571,875 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through September 24, 1998 per contractor memorandum of April 27, 1998. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Sharon L. White Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/SHARON L. WHITE 4-28-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 152 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 7 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Bilateral modification entered into by mutual agreement of both parties - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return |4| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to give notice that the parties hereby agree to convert this contract to a performamce based cost-plus-award-fee/incentive fee contract (completion form task order contract) for the option periods, commencing with Option 1 on October 1, 1998. The Level-of-Effort components of the contract schedule will be changed to accomodate this change in contract type. The award fee evaluation plan will also be modified to reflect the incentive fee arrangement, and put provisions in the plan which will include the assesment of contractor performance against performance based contract metrics in the performance evaluation process. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) See Tripartite Signature Page (next page) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) See Tripartite Signature Page (next page) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 153 NAS1O-98001 (BDC) Section A - -------------------------------------------------------------------------------- Tripartite Signature Page Contract: NAS10-98001 Mod. No. 7 Subcontract: 0455-97.706158 Page 2 of 2 Dynacs Engineering Company, Inc. 22870 US Hwy 19, North, Suite 405 Clearwater, FL 34621 BY: /S/ RAMEN P. SINGH DATE: 6/22/98 NAME AND TITLE: Ramen P. Singh President PRIME CONTRACTOR U.S. Small Business Administration 1320 South Dixie Hwy Coral Gables, FL 33146 BY: ______________________ DATE:_____________________ NAME AND TITLE:_______________________ _______________________ PROCURING AND ADMINISTRATIVE OFFICE John F. Kennedy Space Center. NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: ______________________ DATE:_____________________ NAME AND TITLE:_______________________ _______________________ 2 154 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 8 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $2,823,558.00 CW-1/2590C/400000/34/97/PF Increase $ 125,799.00 Total $2,949,352.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |_| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $2,949,352.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through September 30, 1998, per contractor memorandum of June 24, 1998. As a result of the above change, delete page 13 of the contract, and substitute the enclosed page 13 in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 6-25-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 155 NAS1O-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) ------------------------------------------- For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 October 22, 1997 1 $ 250,000 $ 1,024,650 $ 1,274,650 $ 40,986 $ 1,315,636 November 17, 1997 2 $ 250,000 $ 654,615 $ 904,615 $ 26,185 $ 930,800 December 10, 1997 3 $ 12,452 $ 1,105,371 $ 1,117,823 $ 36,124 $ 1,153,947 January 3, 1998 4 $ 726,823 $ 2,133,009 $ 2,859,832 $ 86,903 $ 2,946,735 March 5, 1998 5 $ 1,610,156 $ 3,872,422 $ 5,482,578 $ 159,632 $ 5,642,210 July 4, 1998 6 $ 1,671,191 $ 3,847,546 $ 5,518,737 $ 53,137 $ 5,571,875 August 18, 1998 - ---- --------------- 7 8 $ 2,660,340 $ 289,012 $ 2,949,352 $ 0 $ 2,949,352 September 30, 1998 - ---------------------------------------------------------------------------------------------------------------- Total $16,070,575 $ 7,680,962 $13,407,394 $21,088,356 $ 422,198 $21,510,555 September 30, 1998 ================================================================================================================
Modification 8 June 25, 1998 156 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 9 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North, Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |_| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) THE PURPOSE OF THIS MODIFICATION IS TO CORRECT MODIFICATION #8, BLOCK 12 OF SF 30 and ARTICLE B-12, PAGE 13, LINE ITEM #8 to read a total of $2,949,357 IN LIEU OF $2,949,352. ARTICLE B-12 PAGE 13, Total Obligation to date should read $21,510,560 in lieu of $21,510,555. As a result of the above change, delete page 13 of the contract, and substitute the enclosed page 13 in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 6-29-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 157 NAS1O-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS ------------------------------------------- Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) ------------------------------------------- For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 October 22, 1997 1 $ 250,000 $ 1,024,650 $ 1,274,650 $ 40,986 $ 1,315,636 November 17, 1997 2 $ 250,000 $ 654,615 $ 904,615 $ 26,185 $ 930,800 December 10, 1997 3 $ 12,452 $ 1,105,371 $ 1,117,823 $ 36,124 $ 1,153,947 January 3, 1998 4 $ 726,823 $ 2,133,009 $ 2,859,832 $ 86,903 $ 2,946,735 March 5, 1998 5 $ 1,610,156 $ 3,872,422 $ 5,482,578 $ 159,632 $ 5,642,210 July 4, 1998 6 $ 1,671,191 $ 3,847,546 $ 5,518,737 $ 53,137 $ 5,571,875 August 18, 1998 7 8 $ 2,660,340 $ 289,012 $ 2,949,352 $ 0 $ 2,949,352 September 30, 1998 9 $ 0 $ 0 $ 5 $ 0 $ 5 September 30, 1998 - ---------------------------------------------------------------------------------------------------------------- Total $16,070,575 $ 7,680,962 $13,407,394 $21,088,361 $ 422,198 $21,510,560 September 30, 1998 ================================================================================================================
13 Modification 9 June 29, 1998 158 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 6 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 10 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Highway 19 North, Suite 300 100 So. Biscayne Blvd. 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Contract Article B-5. - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return |4| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to: 1. Excercise an option for 134,000 level-of-effort hours. 2. Change the address of the Prime Contractor and Subcontractor 3. Correct Table B-12. 4. Add Table to track options hours exercised. (See Page 2) - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 7-10-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 DUPLICATE ORIGINAL 159 Page 2 of 6 Mod. No. 10 1. Pursuant to Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, the Government unilaterally increases the number of man-hours required by 134,000 for the period October 1, 1997 through September 30, 1998. A table for tracking exercised option hours has been incorporated in this article. 2. Contract Article B-3, CONTRACT VALUE, for the period 10/1/97 through 9/30/98 is increased by $3,615,320 (134,000 option man-hours @ the contract option hours labor rate of $26.98 - no fee). 3. Contract Article B-12, NFS 1852.232-81 CONTRACT FUNDING (JUN 1990). The columns for Cost Other and Total Cost & Fee are corrected to reflect error in addition on a previous modification. 4. Address changes on both the prime and subcontractor are made on the SF30. As a result of the above changes, pages 7, 8, 9 and 13 of said contract, as modified, are deleted and replacement pages 7, 8,9 and 13 are substituted in lieu thereof. 160 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section B Supplies or Services and Prices/Cost ------------------------------------ ARTICLE B-1 TYPE OF CONTRACT ---------------- This is a cost-plus-award-fee, term form of contract with a level of effort basis. The Contractor is obligated to provide Engineering, Engineering Support, and Facilities and Laboratory Support. Specific requirements will be levied on the Contractor by Work Orders in accordance with the Statement of Work (SOW), Attachment J-1. ARTICLE B-2 EFFORT REQUIRED DURING CONTRACT PERFORMANCE -------------------------------------------- A. The Contractor shall provide non-personal services for NASA as described in Article C-1, "Scope of Work" and Attachment J-1, "Statement of Work" on a level of effort (LOE) basis. In performance of the described work during the contract period set forth below, the Contractor shall not exceed the total labor hours on the contract, including subcontractor and overtime hours. Table B-2 - --------------------------------------------------------------- Labor Hours Contract Period Minimum Target Maximum - --------------------------------------------------------------- 10/1/97-9/30/98 375,502 387,115 398,728 Mod. No 10 134,000 Total 532,728 Option Periods 10/1/98 - 9/30/99 375,502 387,115 398,728 10/1/99 - 9/30/00 375,502 387,115 398,728 10/1/00 - 9/30/01 375,502 387,115 398,728 10/1/01 - 9/30/02 375,502 387,115 398,728 B. If the Contractor has not provided the specified minimum quantity of total contract labor hours set forth in the above paragraph A, an equitable downward adjustment will be made in estimated cost and available award fee. The downward adjustment will be based on the difference between the minimum labor hours specified under this Article and the number of labor hours provided by the Contractor. This provision does not affect the Government's right to reduce the quantity of labor hours during the term of this contract pursuant to the Termination Clause (FAR 52.249-6). C. When the total labor hours expended reach 95% of the maximum labor hours specified above, the Contractor shall notify the Contracting Officer as to whether or not the Contractor believes that amount will be sufficient for the balance of the period of performance, or if additional labor hours will be required. In the latter case, the notification shall include the estimated "adequate through" date for the unexpended balance and an estimate of the additional hours required for the balance of the period of performance. If, during the term of the contract, an increase in the specified maximum number of labor hours becomes necessary, the Government may elect to increase the D. As used herein, the term "labor hours" shall include the productive and non-productive time of the employees assigned to this contract (including subcontracted and overtime labor hours). Modification No. 10 Page 3 of 6 161 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-3 CONTRACT VALUE -------------- A. The contract value is comprised of estimated cost and award fee as shown in Table B-3. The Contractor may earn award fee at the end of the twelve month basic period of performance and any twelve month option period, if exercised. Table B-3
- -------------------------------------------------------------------------------------------------- Estimated Available Earned Award Adjective Contract Contract Period Cost Award Fee Fee Score Rating Value - -------------------------------------------------------------------------------------------------- 10/1/97 - 9/30/98 $15,648,377 $ 422,198 $ TBD TBD TBD $16,070,575 Mod No 10 $ 3,615,320 $ 0 $ 3,615,320 ----------- ----------- ----------- $19,263,697 $ 422,198 $ TBD TBD TBD $19,685,895 =========== =========== =========== Option Periods 10/1/98 - 9/30/99 $15,928,312 $ 433,396 $ TBD TBD TBD $16,361,708 ----------- ----------- ----------- 10/1/99 - 9/30/00 $16,221,875 $ 445,138 $ TBD TBD TBD $16,667,013 ----------- ----------- ----------- 10/1/00 - 9/30/01 $16,546,972 $ 458,142 $ TBD TBD TBD $17,005,114 ----------- ----------- ----------- 10/1/01 - 9/30/02 $16,881,876 $ 471,538 $ TBD TBD TBD $17,353,414 ----------- ----------- -----------
The fee allocation rate for optional labor hours exercised pursuant to Article B-5 shall be the rate applicable to the current contract period as specified therein. ARTICLE B-4 OTHER DIRECT COSTS ------------------ Notwithstanding the provisions of Article G-7 entitled "Base Support", the Contractor may be required to provide Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure." These items, classified as Other Direct Costs, include, but are not limited to, materials, supplies, equipment, maintenance services, travel, and training. This action is authorized only if such items/services are not available pursuant to Article G-7 entitled "Base Support." The estimated cost of this contract includes the amount of $5,000,000 in the basic contract period and $5,000,000 in each of the four option periods for the acquisition of such items or services. The costs covered by this article shall be separately accumulated and reported in accordance with DRD-003. Such costs are considered non-fee-bearing. ARTICLE B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND -------------------------------------------- OPTIONS FOR INCREMENTAL INCREASE OF EFFORT -------------------------------------------- A. Options to Extend the Period of Contract 1. This contract is renewable for the periods identified as options in Table B-3 at the option of the Government. 2. The Government may extend the term of the contract for the quantities of supplies or services and period specified in the Schedule by written modification of this contract before the current contract performance period expires, provided that the Government will give the Contractor a preliminary written notice of intent to extend at least 60 days prior to expiration of any current period of performance. The preliminary notice does not commit the Government to exercise the option. 3. If the Government exercises any Option, the extended contract shall be considered to include this option provision. Modification No. 10 Page 4 of 6 162 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- 4. The total duration of this contract, including the exercise of any option(s) under this clause, shall not exceed five (5) years. 5. It is understood and agreed that any continued performance of services from period to period shall be at the sole determination of the Government and will be contingent upon prior satisfactory performance. Failure to renew the contract for any subsequent period of performance shall not be considered as a termination for the convenience of the Government. B. Options for Incremental Increase of Effort The Government may unilaterally increase the number of labor hours required to be furnished pursuant to Article B-2, during any one year period of performance, by an amount ranging from 1 to 1,935,575 labor hours; provided that the cumulative total of option hours exercised does not exceed 1,935,575 labor hours for the five year contract period. If the Government elects to exercise its option to increase the number of labor hours, the Contractor will be notified by a contract modification executed by the Contracting Officer. If any option is exercised, the number of minimum, target, and maximum labor hours set forth in Table B-2 will be increased by the number of hours exercised. The estimated cost and available award fee in Article B-3 will be increased as follows for each additional labor hour exercised: If Exercised During the Period Option Labor Rate Option Fee Rate ------------------------------ ----------------- --------------- 10/01/97-09/30/98 $ 26.98 $ 0.00 ------- ------- 10/01/98-09/30/99 $ 27.70 $ 0.00 ------- ------- l0/01/99-09/30/00 $ 28.45 $ 0.00 ------- ------- l0/0l/00-09/30/0l $ 29.28 $ 0.00 ------- ------- 10/0l/0l-09/30/02 $ 30.14 $ 0.00 ------- ------- Failure to exercise any option of the contract shall not be considered as a termination for the convenience of the Government, If the Government exercises one or any of the options under this contract, the contract, as amended, shall include all terms and conditions of the contract as it exists immediately prior to the exercise of the additional option(s). For historical tracking purposes, the following table is established to document the amount of man-hours exercised to date and the optional man-hours remaining available: Option Hours at Award: 1,193,575 (134,000) (exercised via modification #10) --------- Balance 1,059,575 ARTICLE B-6 OPTIONS FOR OTHER DIRECT COSTS ------------------------------ In addition to the amount for ODC included in Article B-4 as part of the basic contract, the Government may increase the amount available for payment of Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" by not more than the total shown below. These items, classified as Other Direct Costs, include, but are not limited to materials, supplies, equipment, maintenance services, travel and training. If the Government elects to exercise its option to increase the amount available for ODC, the Contractor will be notified by a unilateral Contract Modification executed by the Contracting Officer. Options increasing the amounts available for ODC may be exercised one or more times, at any time during the performance period of this contract, provided that the cumulative total estimated cost exercised does not exceed the amount shown below. The estimated cost in Article B-3 will be adjusted to reflect the amount of option exercised. Modification No. 10 Page 5 of 6 163 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS ------------------------------------------- Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) ------------------------------------------ For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Contract Cost Total Cost Adequate Mod Value ODC Other Total Fee & Fee ThruDate - ----------------------------------------------------------------------------------------------- Basic 16,070,575 500,000 480,769 980,769 19,231 1,000,000 22-Oct-97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 17-Nov-97 2 250,000 654,615 904,615 26,185 930,800 10-Dec-97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 3-Jan-98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 5-Mar-98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 4-Jul-98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 18-Aug-98 8 2,660,340 289,012 2,949,352 0 2,949,352 30-Sep-98 9 0 5 5 0 5 30-Sep-98 10 $ 3,615,320 $0 $0 $0 $0 $0 - ------------------------------------------------------------------------------------------------ Total $19,685,895 $7,680,962 $13,407,399 $21,088,361 $422,198 $21,510,559 30-Sep-98
Modification 10 Page 6 of 6 164 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 4 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 11 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor Dynacs Engineering Co., Inc. U. S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52.243-2 CHANGES - COST - REIMBURSEMENT (AUG 1987) ALT II (APR 1984) - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return |3| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this Supplemental Agreement is to incorporate additional "Year 2000 Compliance" requirements in the contract. As a result of the above change, page 52 of subject contract, as modified is hereby deleted, and the attached replacement page 52 and new page 52.1 are substituted in lieu thereof. The Contractor agrees that the contract change made herein result in no increases or decreases to the estimated cost and fee of the contract. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED - ----------------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ----------------------------- (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 165 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Contract: NAS 10-98001 Subcontract: 0455-97-706158 - -------------------------------------------------------------------------------- SUBCONTRACTOR: Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ RAMEN P. SINGH DATE: 7/24/98 -------------------------------- -------------- NAME AND TITLE: -------------------- -------------------- - -------------------------------------------------------------------------------- PRIME CONTRACTOR: U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY:-------------------------------- DATE: NAME AND TITLE: ----------------- -------------------- - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY:-------------------------------- DATE: NAME AND TITLE: -------------- -------------------- 166 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Tripartite Signature Page Contract: NAS10-98001 Subcontract: 0455-97-706158 - -------------------------------------------------------------------------------- SUBCONTRACTOR: Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ RAMEN P. SINGH DATE: 7/24/98 ------------------------------- ------------------- NAME AND TITLE: -------------------- -------------------- - -------------------------------------------------------------------------------- PRIME CONTRACTOR: U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: /S/ G. REY MORAN DATE: 8/3/98 -------------------------------- ----------------- NAME AND TITLE: G. REY MORAN U.S. Small Business Administration Contracting Officer ---------------------------------- - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: /S/ RENE E. PAQUETTE DATE: 8/10/98 -------------------------------- ----------------- NAME AND TITLE: RENE E. PAQUETTE --------------------- CONTRACTING OFFICER --------------------- - -------------------------------------------------------------------------------- 167 Modification No. 11 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- Items or services acquired under this contract are required to include accurate processing of the date and date-related data (including but not limited to calculating, comparing, and sequencing) by all hardware and software products delivered under this contract, individually and in combination, upon installation. This also includes the manipulation of data with dates prior to, through, and beyond January 1, 2000, and shall be transparent to the use. Hardware and software products provided under this contract shall, individually, and in combination, successfully transition into the Year 2000 with the correct system date, without human intervention, including leap year calculations. Such products shall also provide correct results when moving forward or backward in time across the Year 2000 or subsequent years. Year 2000 Compliance (a) "Year 2000 compliant," as used herein, means that the information technology (hardware, software and firmware, including embedded systems or any other electro-mechanical or processor-based systems used in accordance with its associated documentation) accurately processes date and date-related data (including, but not limited to, calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology, used in combination with the information technology being acquired, property exchanges date and date-related data with it. (b) Any information technology provided, operated and/or maintained under this contract must be Year 2000 compliant. To ensure this result, the Contractor shall provide documentation describing how the IT items or services demonstrate Year 2000 compliance, consisting of: a certification document signed by the vendor and/or original equipment manufacturer for commercial items. For IT items or services developed or built, or commercial items integrated into a viable package by the contractor, the contractor shall provide a certification document and integrated test results demonstrating Year 2000 compliance. (c) Milestones for Renovation, Validation and Implementation: Any IT determined to be non-Year 2000 compliant shall be replaced, retired, or repaired in accordance with the following schedule: 1. "Renovation" includes making and documenting software and hardware changes, developing replacement systems, and decommissioning systems to be retired. The Contractor must complete renovation of affected software, hardware and firmware by September 30, 1998. 2. "Validation" includes unit, integration, system and end-to-end testing for Year 2000 compliance. The Contractor must complete validation and testing of converted or replaced systems by January 31, 1999. 3. "Implementation" includes acceptance testing and integration of converted and replaced systems into a production environment The Contract must complete implementation by March 31, 1999. (d) At a minimum, the Contractor shall provide documentation, including project plans and status reports, which demonstrate that the Contractor is meeting the milestones listed above. 52 168 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 7 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 12 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |3| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to reflect a cost variance between the negotiated estimated cost and the estimated cost to complete the work which resulted from the skill mix requirements driven by the Government Task Orders from contract inception to September 30, 1998. This interim adjustment is made to align contract value with cumulative contract costs and funding. B. As a result of the above changes, pages 7, 8, 9, 13 and 14 of the contract are hereby deleted and new pages 7, 8, 9, 9.1, 13 and 14 are substituted in lieu thereof. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED - ----------------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 9/28/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- 169 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section B Supplies or Services and Prices/Cost ARTICLE B-1 TYPE OF CONTRACT This is a cost-plus-award-fee, term form of contract with a level of effort basis. The Contractor is obligated to provide Engineering, Engineering Support, and Facilities and Laboratory Support. Specific requirements will be levied on the Contractor by Work Orders in accordance with the Statement of Work (SOW), Attachment J-1. ARTICLE B.2 EFFORT REQUIRED DURING CONTRACT PERFORMANCE A. The Contractor shall provide non-personal services for NASA as described in Article C-1 "Scope of Work" and Attachment J-1, "Statement of Work" on a level of effort (LOE) basis. In performance of the described work during the contract period set forth below, the Contractor shall not exceed the total labor hours on the contract, including subcontractor and overtime hours. Table B-2 ------------------------------------------------------------- Labor Hours Contract Period Minimum Target Maximum ------------------------------------------------------------- 10/1/97 - 9/30/98 375,502 387,115 398,728 Mod. No 10 134,000 Total 532,728 Option Periods 10/1/98 - 9/30/99 375,502 387,115 398,728 10/1/99 - 9/30/00 375,502 387,115 398,728 10/1/00 - 9/30/01 375,502 387,115 398,728 10/1/01 - 9/30/02 375,502 387,115 398,728 B. If the Contractor has not provided the specified minimum quantity of total contract labor hours set forth in the above paragraph A, an equitable downward adjustment will be made in estimated cost and available award fee. The downward adjustment will be based on the difference between the minimum labor hours specified under this Article and the number of labor hours provided by the Contractor. This provision does not affect the Government's right to reduce the quantity of labor hours during the term of this contract pursuant to the Termination Clause (FAR 52.249-6). C. When the total labor hours expended reach 95% of the maximum labor hours specified above, the Contractor shall notify the Contracting Officer as to whether or not the Contractor believes that amount will be sufficient for the balance of the period of performance, or if additional labor hours will be required. In the latter case, the notification shall include the estimated "adequate through" date for the unexpended balance and an estimate of the additional hours required for the balance of the period of performance. If, during the term of the contract, an increase in the specified maximum number of labor hours becomes necessary, the Government may elect to increase the maximum labor hours pursuant to Article B-5, "Options to Extend the Period of Contract and Options for Incremental Increase of Effort". Modification No. 12 Page 2 of 7 170 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- D. As used herein, the term "labor hours" shall include the productive and non-productive time of the employees assigned to this contract (including subcontracted and overtime labor hours). ARTICLE B-3 CONTRACT VALUE -------------- A. The contract value is comprised of estimated cost and award fee as shown in Table B-3. The Contractor may earn award fee at the end of the twelve month basic period of performance and any twelve month option period, if exercised. Table B-3
- -------------------------------------------------------------------------------------------------- Estimated Available Earned Award Adjective Contract Contract Period Cost Award Fee Fee Score Rating Value - -------------------------------------------------------------------------------------------------- 10/1/97-9/30/98 $15,648,377 $422,198 $ TBD TBD TBD $16,070,575 Mod No 10 $3,615,320 $0 $3,615,320 Mod No 12 $2,049,191 ($22,198) $ TBD TBD TBD $2,026,993 ---------- -------- ----------- Total $21,312,888 $400,000 $21,712,888 Option Periods 10/1/98 - 9/30/99 $15,928,312 $433,396 $ TBD TBD TBD $16,361,708 10/1/99 - 9/30/00 $16,221,875 $445,138 $ TBD TBD TBD $16,667,013 10/1/00 - 9/30/01 $16,546,972 $458,142 $ TBD TBD TBD $17,005,114 10/1/01 - 9/30/02 $16,881,876 $471,538 $ TBD TBD TBD $17,353,414
The fee allocation rate for optional labor hours exercised pursuant to Article B-S shall be the rate applicable to the current contract period as specified therein. ARTICLE B-4 OTHER DIRECT COSTS ------------------ Notwithstanding the provisions of Article G-7 entitled "Base Support", the Contractor may be required to provide Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure." These items, classified as Other Direct Costs, include, but are not limited to, materials, supplies, equipment, maintenance, services, travel, and training. This action is authorized only if such items/services are not available pursuant to Article G-7 entitled "Base Support." The estimated cost of this contract includes the amount of $5,000,000 in the basic contract period and $5,000,000 in each of the four option periods for the acquisition of such items or services. The costs covered by this article shall be separately accumulated and reported in accordance with DRD-003. Such costs are considered non-fee-bearing. Modification No. 12 Page 3 of 7 171 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND -------------------------------------------- OPTIONS FOR INCREMENTAL INCREASE OF EFFORT ------------------------------------------ A. Options to Extend the Period of Contract 1. This contract is renewable for the periods identified as options in Table B-3 at the option of the Government. 2. The Government may extend the term of the contract for the quantities of supplies or services and period specified in the Schedule by written modification of this contract before the current contract performance period expires, provided that the Government will give the Contractor a preliminary written notice of intent to extend at least 60 days prior to expiration of any current period of performance. The preliminary notice does not commit the Government to exercise the option. 3. If the Government exercises any option, the extended contract shall be considered to include this option provision. 4. The total duration of this contract, including the exercise of any option(s) under this clause, shall not exceed five (5) years. 5. It is understood and agreed that any continued performance of services from period to period shall be at the sole determination of the Government and will be contingent upon prior satisfactory performance. Failure to renew the contract for any subsequent period of performance shall not be considered as a termination for the convenience of the Government. B. Options for Incremental Increase of Effort The Government may unilaterally increase the number of labor hours required to be furnished pursuant to Article B-2, during any one year period of performance, by an amount ranging from 1 to 1,935,575 labor hours; provided that the cumulative total of option hours exercised does not exceed 1,935,575 labor hours for the five year contact period. If the Government elects to exercise its option to increase the number of labor hours, the Contractor will be notified by a contact modification executed by the Contracting Officer. If any option is exercised, the number of minimum, target, and maximum labor hours set forth in Table B-2 will be increased by the number of hours exercised. The estimated cost and available award fee in Article B-3 will be increased as follows for each additional labor hour exercised: If Exercised During the Period Option Labor Rate Option Fee Rate ------------------------------ ----------------- --------------- 10/01/97 - 09/30/98 Prime Contractor $29.22 (loaded) $0.00 Subcontractors $48.84 (loaded) $0.00 -------------- ----- 10/01/98 - 09/30/99 $27.70 $0.00 ------ ----- 10/0l/99 - 09/30/00 $28.45 $0.00 ------ ----- 10/01/O0 - 09/30/0l $29.28 $0.00 ------ ----- Modification No. 12 Page 4 of 7 172 NASIO-98001 (EDC) Section B - -------------------------------------------------------------------------------- Failure to exercise any Option of the contract shall not be considered as a termination for the convenience of the Government. If the Government exercises one or any of the options under this contract, the contract, as amended, shall include all terms and conditions of the contract as it exists immediately prior to the exercise of the additional option(s). For historical tracking purposes, the following table is established to document the amount of man-hours exercised to date and the optional man-hours remaining available: Option Hours at Award: 1,935,575 Exercised via Modification No. 10 (134,000) -------- Balance 1,801,575 ARTICLE B-6 OPTIONS FOR OTHER DIRECT COSTS ------------------------------ In addition to the amount for ODC included in Article BA as part of the basic contract, the Government may increase the amount available for payment of Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" by not more than the total shown below. These items, classified as Other Direct Costs, include, but are not limited to materials, supplies, equipment, maintenance services, travel and training. If the Government elects to exercise its option to increase the amount available for ODC, the Contractor will be notified by a unilateral Contract Modification executed by the Contracting Officer. Options increasing the amounts available for ODC may be exercised one or more times, at any time during the performance period of this contract, provided that the cumulative total estimated cost exercised does not exceed the amount shown below. The estimated cost in Article B-3 will be adjusted to reflect the amount of option exercised. Modification No. 12 Page 5 of 7 173 NASIO-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS ------------------------------------------- Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) ------------------------------------------ For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12, Contract Value and Funding. Modification No. 12 Page 6 of 7 174 Table B-12 CONTRACT VALUE & FUNDING
CONTRACT FUNDING --------------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE Basic $16,070,575 $500,000 $480,769 $980,769 $19,231 $1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 Totals:$21,712,888 $7,680,962 $13,429,597 $21,110,559 $400,000 $21,510,559 09/30/98
Modification No. 12 Page 7 of 7 175 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS 10-98001 PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 13 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 3511 US Highway 19 N., Suite 300 100 S. Biscayne Blvd, 7th Floor Palm Harbour, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF Article H-15, Performance Based Work Orders - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to convert the present Level Of Effort contract to a Performance Based Contract (PBC) pursuant to Contract Article H-15 "Performance Based Work Orders" and the terms of contract modification number 7 of this contract. - -------------------------------------------------------------------------------- See Tripartite Signature Page See Tripartite Signature Page - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 176 B. The following page changes are made by this modification to reflect the agreements reached on September 24, 1998 to implement application of the PBC arrangement Remove Pages Replace With/Add Pages ------------ ---------------------- 5 5 7 7 - 7.1 8 8 - 8.1 - 8.2 - 8.3 - 8.4 - 8.5 9 9 - 9.1 10 10 11 11 13 13 14 14 43 43 177 [ILLEGIBLE] Mod #13 Page 3 of 3 Tripartite Signature Page - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /s/ R. P. Singh DATE: 9/24/98 ------------------------------ NAME AND TITLE: R. P. Singh, President - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: /s/ G. Rey Moran DATE: 9/28/98 NAME AND TITLE: G. Ray Moran, Contracting Officer - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: /s/ Marlo F. Krisberg DATE: 9/29/98 NAME AND TITLE: Marlo F. Krisberg Contracting Officer 2 178 - -------------------------------------------------------------------------------- AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 13 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Page 3 - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U.S. Small Business Admin. 35111 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF Article H-15, Performance Based Work Orders - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return |3| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to convert the present Level Of Effort contract to a Performance Based Contract (PBC) pursuant to Contract Article H-15 "Performance Based Work Orders" and the terms of contract modification number 7 of this contract. - -------------------------------------------------------------------------------- See Tripartite Signature Page - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED ---------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- See Tripartite Signature Page - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30- 105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 179 NAS10-98001 MOD # 13 Page 2 of 3 B. The following page changes are made by this modification to reflect the agreements reached on September 24, 1998 to implement application of the PBC arrangement: Remove Pages Replace With/Add Pages ------------ ---------------------- 5 5 7 7 - 7.1 8 8 - 8.1 - 8.2 - 8.3 - 8.4 - 8.5 9 9 - 9.1 10 10 11 11 13 13 14 14 43 43 180 NAS10-98001 MOD # 13 Page 3 of 3 Tripartite Signature Page - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /s/ R. P. Singh DATE: 9/24/98 President NAME AND TITLE: R. P. Singh, President - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: DATE: ------------------------- -------------- NAME AND TITLE: ----------------------------------- ----------------------------------- - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: DATE: ---------------------------------- -------------- NAME AND TITLE: ------------------------ ------------------------ 2 181 - -------------------------------------------------------------------------------- AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 14 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971004/S-8 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Administration 3511 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590/400000/34/98/PF Increase $1,738,706 DUPLICATE ORIGINAL - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. CONTRACTOR'S COPY - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |3| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to incrementally fund the contract for an additional $1,738,706 as reflected in Table B-12 for a new total of $25,005,521. Funding is adequate for contract performance through October 31, 1998. B. As a result of the above change, page 14 of subject contract, as revised, is hereby deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED ---------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Rene E. Paquette 9/30/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30- 105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 182 NAS 10-98001 MOD. # 14 Page 14 Table B-12 CONTRACT VALUE & FUNDING
- ------------------------------------------------------------------------------------------------------- CONTRACT FUNDING -------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE - ------------------------------------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 13 14 -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 Totals: $21,712,888 $ 5,234,211 $ 17,528,694 $ 22,762,905 $ 486,360 $ 23,249,265 10/31/98
183 - -------------------------------------------------------------------------------- AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS 10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 15 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Administration 35111 US Hwy 19 N, Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CONTRACTOR'S COPY - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. DUPLICATE ORIGINAL - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Contract Provision B-5, Options to Extend the Period of Contract - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return |3| copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to exercise the option period commencing October 1, 1998 through September 30, 1999. As a result of the above change, pages 8.1 and 14 of subject contract, as revised, are hereby deleted and the enclosed pages 8,1 and 14 are substituted in lieu thereof. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- A. Earl Gilbert Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED ---------------------------------- BY /s/ A. Earl Gilbert 9/30/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30- 105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 184 NAS10-98001 Mod #15 Page 8.1 Table B-3 CONTRACT VALUE
AVAILABLE EARNED TARGET EARNED AWARD CONTRACT ESTIMATED AWARD AWARD INCENTIVE INCENTIVE CONTRACT FEE ADJECTIVE PERIOD COST FEE FEE FEE FEE VALUE* SCORES RATING - -------------------- ----------- ----------- ------ --------- --------- ----------- ------ ------ CY1: 10/01/97 -9/30/98 Initial award $15,648,377 $ 422,198 TBD N/A N/A $16,070,575 TBD TBD Mod #10 3,615,320 0 N/A N/A 3,615,320 Adj. Values: 19,263,697 422,198 N/A N/A 19,685,895 Mod #12 2,049,191 -22,198 2,026,993 Total CYI: 21,312,888 400,000 21,712,888 CY2: 10/01/98 -09/30/99 Mod #14 16,648,462 444,500 TBD 185,500 TBD 17,278,462 TBD TBD Contract totals: 37,961,350 844,500 185,500 N/A 38,991,350 Option Periods 10/01/99 -09/30/00 17,052,362 458,000 TBD 189,000 TBD 17,699,862 TBD TBD 10/01/00 -09/30/01 17,468,442 476,000 TBD 189,000 TBD 18,133,442 TBD TBD 10/01/01 -09/30/02 17,902,442 490,000 TBD 192,500 TBD 18,584,942 TBD TBD Option totals: 52,423,246 1,424,500 570,500 54,418,246 Total values: 90,384,596 2,269,000 570,500 93,409,596
*Includes available award fee and target incentive fee until such time as earned fees are entered into the table at which time the contract value includes the earned fee amounts. 185 NAS10-98001 Mod #15 Page 14 TABLE B-12 CONTRACT VALUE & FUNDING
CONTRACT FUNDING --------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE - -------------------------------------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 14 -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 15 17,278,482 Totals: $38,991,350 $ 5,234,211 $17,528,694 $22,762,905 $486,360 $23,249,265 10/31/98
186 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 16 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U.S. Small Business Administration 3511 US Hwy 19 North, Suite 310 100 So. Biscayne Blvd. 7th fl., Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,169,045 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. CONTRACTOR'S COPY DUPLICATE ORIGINAL - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to increase the funding of the contract by $2,169,145. This modification also corrects Article B-12, Mod. No. 6 to read $5,571,875 in lieu of $5,571,874. The total funding to date is $25,418,311. These additional funds extend the period of performance through December 9,1998. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 10-8-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 187 NAS10-98001 Mod. No. 16 Page 14 Table B-12 CONTRACT VALUE & FUNDING
----------------------------------------------------------------------------- CONTRACT FUNDING ----------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE ----------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,192 3,847,546 5,518,738 53,137 5,571,875 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 14 -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 15 17,278,462 16 66,564 1,992,643 2,059,207 109,838 2,169,045 12/9/98 Totals: $38,991,350 $ 5,300,776 $19,521,337 $24,822,113 $ 596,198 $25,418,311 12/9/98
*Added $1 to Mod 6 ODC 188 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 17 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C, - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 950524 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Unilateral Modification in accordance with Atachment J-4 EDC Award Fee Evaluation Plan - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. This contract modification reflects the performance rating and earned award fee for the period October 1, 1997, through September 30, 1998, as follows: Rating: Very Good Earned Award Fee: $360,000.00 NOTE: PROVISIONAL AWARD FEE PAYMENTS DISBURSED TO DATE IN THE AMOUNT OF $337,758.00 ARE HEREBY DEDUCTED FROM THE EARNED AWARD FEE FOR A NET AMOUNT DUE OF $22,242.00. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 11-13-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 189 NAS10-98001 Mod. No. 17 Page 2 of 2 B. The fee determination reflected above is hereby implemented via the following changes to the contract. 1. Contract Table B-3 is deleted and replaced by Tables B-3.A and B-3.C. 2. The contract value for CY1 is decreased by $40,000.00, from $21,712,888.00 to $21,672,888.00, to reflect the amount of unearned award fee. C: The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 8 8 8.1 8.1 8.2 8.2 - 8.2.1 14 14 190 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 18 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-1 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North., Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $3,512,128.00 Increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $3,512,128.00 as reflected in Table B-12 for a revised total of $28,930,439. Funding is adequate for contract performance through January 30,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 11-24-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 191 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 19 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $11,056,165.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $11,056,165.00 as reflected in Table B-12 for a revised total of $39,986,604.00. funding is adequate for contract performance through July 15,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 1-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 192 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 20 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-3 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,801,843.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,801,843.00 as reflected in Table B-12 for a revised total of $42,788,447.00. Funding is adequate for contract performance through August 30,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 3-15-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 193 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 21 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) NO CHANGE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Exercise of Option pursuant to Contract Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) This modification serves to exercise an option for 187,000 additional labor hours. SEE PAGE 2 - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 4-28-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 194 NAS10-98001 Mod. No.21 Page 2 of 2 1. Pursuant to Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, the Government unilaterally increases the maximum number of labor hours that can be ordered during the period October 1, 1998 through September 30, 1999 by 187,000 (163,550 Direct/23,450 Subcontract). This action increases the total contract value from $38,951,350 to $45,481,964, an increase of $6,530,614. 2. Contract Article B-2, EFFORT REQUIRED DURING CONTRACT PERFORMANCE, is updated to reflect an increase in the maximum order requirements from 350,000 hours to 537,000 hours for the period October 1, 1998 through September 30, 1999. 3. Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, is updated to reflect the total number of hours exercised to date and the optional labor hours remaining available. 4. Contract Tables B-3.A, CONTRACT VALUE, and B-12, CONTRACT VALUE AND FUNDING, are updated to reflect the increase to estimated cost of $6,194,014, and increase the amounts for available award fee and incentive fee by $237,490, and $99,110, respectively. 5. Contract Table B-3.C, AVAILABLE AND EARNED FEES, is updated to reflect an increase to available award fee of $237,490, and $99,110, for incentive fee. 6. The following page changes are made by this modification: Remove Pages Add/Replace Pages ------------ ----------------- 7.1 7.1 8.1 8.1 8.2.1 8.2.1 9 9 14 14 195 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 22 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-4 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,351,977.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,351,977.00 as reflected in Table B-12 for a revised total of $45,140,424.00. Funding is adequate for contract performance through September 30, 1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 5-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 196 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS1O-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 23 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-5 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 MR 991033 S-5 (F) $1,017,500.00 increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Exercise of option pursuant to Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to incrementally fund the contract with an additional $1,017,500.00 and to exercise the option for 19,000 additional labor hours. SEE PAGE 2 - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 7-27-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 197 NAS10-98001 Mod. No. 23 Page 2 of 2 A. This modification incrementally funds the contract with an additional $1,017,500 as reflected in the Table B-12 for a revised total of $46,157,924. Funding is adequate for contract performance through September 1999. B. Pursuant to Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, the Government unilaterally increases the maximum number of labor hours that can be ordered during the period October 1, 1998 through September 30, 1999 by 19,000 (13,000 Direct / 3,000 Subcontract). This action increases the total contract value from $45,481,964 to $46,157,924, an increase of $675,960. C. Contract Article B-2, EFFORT REQUIRED DURING CONTRACT PERFORMANCE, is updated to reflect an increase in the maximum order requirements from 537,000 hours to 556,000 hours for the period October 1, 1998 through September 30, 1999. D. Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, is updated to reflect the total number of hours exercised to date and optional labor hours remaining available. E. Contract Tables B-3.A, CONTRACT VALUE, and B-12, CONTRACT VALUE AND FUNDING, are updated to reflect the increase to estimated cost of $641,760, and increase the amounts of available award fee and incentive fee by $24,130 and $10,070, respectively. F. Contract Table B-3.C, AVAILABLE AND EARNED FEES, is updated to reflect an increase to available award fee of $24,130 and $10,070, for incentive fee. G. The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 7.1 7.1 8.1 8.1 8.2.1 8.2.1 9 9 14 14 198 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 24 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO TP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO TP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to add a clause entitled "ARTICLE G-8, GOVERNMENT FURNISHED PROPERTY" to the contract. Replacement page 27 that contains the new clause is attached to this modification. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Timothy W. Pugh 7-30-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 199 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 25 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor | | is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to add a clause entitled "ARTICLE G-9, KSC 52.239-90 KSC INFORMATION TECHNOLOGY (IT) SECURITY PROGRAM (AUG 1999)" to contract NAS10-98001. Replacement page 27 that contains the new clause is attached to this modification. B. The above modification results in no adjustment in contract valued. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /s/ [ILLEGIBLE] 8-20-99 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ TimothY W. Pugh 9-13-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA Contractor's Copy FAR (48 CFR) 53.243 200 NAS10-98001 Modification 25 Page 27 Government to fulfill them in a timely manner in order To minimize Contractor procurement. D. Items generally considered "fixtures" (i.e., become a part of the premises when installed, such as water coolers, air condititioners partitions...) shall not be purchased by the Contractor under the authority of this clause. Additionally, items of a capital nature shall not be purchased under the authority of this clause without the prior written approval of the Contracting Officer. ARTICLE G-8 GOVERNMENT FURNISHED PROPERTY (Incorporated via Modification 24) The Government property to be furnished under this contract is set forth in Section J, Attachment J-2 of this contract. A. Rent-Free Use 1. The Contractor may enter into arrangements with other on-site contractors to perform certain work in furtherance of KSC objectives. To this end, the contractor is authorized to use, on a rent-free non-interference basis, the Government-furnished property and facilities provided under this contract. This authority may be unilaterally withdrawn by the Government without adjustment to any other provision of this contract. ARTICLE G-9 KSC 52.239-90 KSC INFORMATION TECHNOLOGY (IT) SECURITY PROGRAM (AUG 1999) (Incorporated via Modification 25) KSC Contractors that process NASA data shall comply with NASA's Information Technology (IT) Security Program. Contractors shall ensure as computers are reassigned or excessed that computer's hard disks are erased so that sensitive data and Government-licensed software cannot be recovered. The Contractor shall comply with the following: a. NPD 2810.1, Security of Information Technology, available for review at http://nodis.hq.nasa.gov/Library/Directives/NASA-WIDE/Policies/Legal Policies/N_PD_2810_1.html b. NPG 2810, Security of Information Technology, available for review at http://www.ksc.nasa.gov/nasaonly/cio/nasadocs/npg2810_21may99.pdf c. KDP-KSC-P-1836, Removing Data and licensed Software from Information Technology Storage Devices, available for review under Kennedy Documented Procedures, (AA) at http://wit.ksc.nasa.gov/BusinessWorld/html/ksc_procedures.html 201 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 26 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-6 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 MR 991003 S-6 $2,200,031.00 Increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Contract Provision B-5, Options to Extend the Period of Contract. - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Marlo F. Krisberg - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Marlo F. Krisberg 9-8-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 202 NAS10-98001 Modification 26 Page 2 of 2 A. The purpose of this modification is to exercise the option period commencing October 1, 1999 through September 30, 2000. The estimated contract value, as shown on Table B-3.A, for option period 10/01/99 - 9/30/00 in the amount of $17,699,862 was utilized as the basis for establishing the estimated contract value for this option period. B. In addition, this modification incrementally funds this contract with an additional $2,200,031.00. Table B-12 has been updated to reflect the allotment of this addition incremental funding. C. As a result of these changes, Tables B-3.A and B-12 (pages 8.1 and 14) of the subject contract, as revised, are hereby deleted in their entirety and the enclosed Tables B-3.A and B-12 (pages 8.1 and 14) are substituted in lieu thereof. 203 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 27 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- [X] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-9-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 204 NAS10-98001 Modification 27 Page 2 of 2 A. The purpose of this modification is to delete / revise the following Data Requirements List Documents (DRD): - --------------------------------------------------------------------------- DRD # TITLE REV. STATUS - --------------------------------------------------------------------------- DRD-002 Metrics Data Report Revised - --------------------------------------------------------------------------- DRD-003 NF 533 Revised - --------------------------------------------------------------------------- DRD-015 Project Status Report Revised - --------------------------------------------------------------------------- DRD-017 Maintenance Status Report Deleted - --------------------------------------------------------------------------- DRD-018 Task Order Summary Report Deleted - --------------------------------------------------------------------------- DRD-023 Summary Labor Report Deleted - --------------------------------------------------------------------------- DRD-024 Task Order Revision Status Report Deleted - --------------------------------------------------------------------------- DRD-027 Task Order Procurement Status Revised Report - --------------------------------------------------------------------------- DRD-028 Contractor Workforce and Funding Deleted Authority Summary Report - --------------------------------------------------------------------------- DRD-029 Contractor Resource Management Deleted Summary and Concerns Report - --------------------------------------------------------------------------- DRD-030 Work Plans (Task Order Plans) Revised - --------------------------------------------------------------------------- Attachment 1 to this modification provides Section J, Attachment J-1, Appendix 1, Data Requirements List replacement pages that reflect the revisions to the DRDs indicated above. B. In addition, the Section J, Attachment J-3, Wage Determination is hereby deleted and replaced with Wage Determination No. 94-2118, Revision No. 12, Dated 05/28/99 which is provided herein as Attachment 2 to this modification. C. In order to reflect the exercise of option for the period of 10/1/99 - 9/30/00 accomplished via Modification #26, the first sentence in Section F, Article F-2 is changed to read as follows: "The period of performance of this contract, through the exercise of option 2, is October 1,1997 through September 30, 2000". Replacement page 21 that reflects this new language is provided herein as Attachment 3. 205 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 28 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) Unilateral Modification in accordance with J-4 EDC Award Fee Evaluation Plan - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /S/LARRY TUTTLE 9/22/99 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-22-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 206 NAS10-98001 Modification 28 Page 2 of 2 A. The purpose of this modification is to normalize the maximum labor hours identified in the contract for each optional contract period to reflect productive labor, inclusive of subcontractor labor hours and overtime, only. The conversion is necessary to relate the Task Order productive effort to contract value productive authority for incentive fee evaluation purposes. The results of this normalization of hours are reflected in the attached revised contract page 7.1. B. The estimated cost for the option periods as depicted on page 8.2.1, Table B-3.A remain unchanged by this modification. However, the direct labor rate as depicted on page 9.1, Table B-5.B require adjustment for proper calculation of estimated cost of incremental increase of effort during the option periods. The results of these rate adjustments are reflected on the attached revised page 9.1, Table B-5.B. C. The available award fee and target incentive fee amounts as depicted on page 8.2.1, Table B-3.C remain unchanged by this modification. However, the available award fee and target incentive fee rates are hereby changed to reflect the impact of the revised base of productive hours for proper calculation of available fee for incremental increases of effort during the option periods. The results of these adjustments are reflected on the attached revised page 9.1, Table B-5.B. 207 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 29 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. |X| NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,750,355.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,750,355.00 as reflected in Table B-12 for a revised total of $51,108,310.00. Funding is adequate for contract performance through December 01, 1999. B. As a result of the above change, page 14 of subject contract, as revised is deleted and the enclosed page 1 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-24-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 208 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 30 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-8 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $330,000.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $330,000.00 as reflected in Table B-12 for a revised total of $51,438,310.00. Funding is adequate for contract performance through December 15, 1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-30-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 209 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 31 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 $2,239,277.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,239,277.00 as reflected in Table B-12 for a revised total of $53,677,587.00. Funding is adequate for contract performance through January 25, 2000. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 10-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 210 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 32 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-8 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Unilateral Modification in accordance with J-4 EDC Award Fee Evaluation Plan. - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. This contract modification reflects the performance rating, earned interest fee, and earned incentive fee for the period October 1, 1998, through September 30, 1999 as follows: Rating:95 Earned Award Fee: $674,000 Earned Incentive Fee: $358,600 Total Earned Award / Incentive Fee: $1,032,600 Note: Provisional award fee payments disbursed during this performance period in the amount of $545,592 are hereby deducted from the earned award / Incentive fee for a NET AMOUNT DUE OF $487,008.00 - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 11-17-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 211 NAS10-98001 Modification No. 32 Page 2 of 2 B. The fee determination reflected above is hereby implemented via the following changes to the contract: 1. Contract Tables B-3.A, B-3.C, and B-12 are revised to reflect the value of the earned award/ incentive fee for this period. 2. The contract value for CY2 is adjusted by $31,800, from $24,485,036 to $24,516,836, to reflect the amount of earned award / incentive fee. C. The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 8.1 8.1 8.2.1 8.2.1 14 14 In accordance with Contract Article B-3, Contract Value, paragraph E., Earned Incentive Fee (EIF), the actual cost was derived from the Contractor's September 533 Report for the calculation of EIF. In addition, the EIF depicted on this modification is considered final and not subject to later adjustment based upon cost disallowance, final indirect rates or accounting adjustments. 212 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 33 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-1 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 $9,755,565.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $9,755,565.00 as reflected in Table B-12 for a revised total of $63,433,152.00. Funding is adequate for contract performance through May 12, 2000, per Dynacs e-mail dated 12/07/99. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 1[ILLEGIBLE] is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 12-13-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 213 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 34 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor ------------- ---------------- Dynacs Engineering Co., Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52.243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry J. Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /S/LARRY J. TUTTLE 2/22/00 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 2/22/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 214 NAS 10-98001 Modification 34 Page 2 of 2 It has been recognized that NASA may require the Contractor to perform design, contract surveillance, construction, and modification of facilities functions. It is anticipated that these construction of facilities efforts will be incidental to the associated research and development activities required under the Contract. The purpose of this modification is to add this additional scope to the statement of work and to incorporate the associated contract clauses as follows: A. ARTICLE B-12 NFS 1582.232-81 CONTRACT FUNDING (JUN 1990) is revised to apply the provisions of the "Limitations of Funds" Clause separately to each construction of facilities effort. A full text version of the revised contract clause is reflected on the attached revised page 13. In addition, a new Contract Table B-12 A Facilities Projects: Values and Funding, which delineates the level of funding provided by NASA for the accomplishment of each construction effort, is attached as a new contract page 14 A. B. Contract Section I, ARTICLE I-1, FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) has been updated to incorporate the FAR Construction Clauses. The attached replacement / new contract pages 38, 38 A, 38 B, and 39, define these additional clauses. C. The scope of work as defined in Contract Attachment J-1, Statement of Work, has been revised to include services for the design, contract surveillance, construction and modification to facilities. Statement of Work replacement pages 49, 50, and 51 are attached hereto. 215 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 35 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd. 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 MR 001003 S-2 $8,742,217.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $8,742,217.00 as reflected in Table B-12 for a revised total of $72,175,369.00. Funding is adequate for contract performance through September 30, 2000, per Dynacs e-mail dated February 16, 2000. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 1 [ILLEGIBLE] is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 2/16/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 216 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 36 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52.243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to allow rent-free use of the NASA - GSA vehicles identified in the enclosed change to Contract Attachment J-2. As a result of this change, page 118 of subject contract, as revised, is deleted and the enclosed page 118 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry T. Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /S/LARRY T. TUTTLE, 2/22/00 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 3/7/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 217 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 1 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-1 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40000/34/97/PF Increase $1,315,636.00 MR 971003 S-1 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $1,315,636.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through November 17, 1997, per contractor memorandum of September 30, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 9-30-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 218 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 2 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-2 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40000/34/97/PF Increase $4,800.00 CW-1/2590C/40000/34/98/PF Increase $926,000.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $930,800.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through December 10, 1997, per contractor memorandum of October 10, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 10-10-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 219 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 3 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-3 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $1,153,947.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $1,153,947.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through January 3, 1998, per contractor memorandum of October 30, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/BOB R. PIRKLE 10-29-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 220 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 4 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-4 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/97/PF Increase $376,614.00 CW-1/2590C/400000/34/98/PF Increase $2,570,121.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $2,946,735.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through March 2, 1998, per contractor memorandum of November 21, 1997. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Michael S. McCarty Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/MICHAEL S. MCCARTY 11-21-97 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 221 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 5 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-5 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $5,642,210 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is revised by $7,347,118 to $12,989,328 an increase of $5,642,210 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through July 04, 1998, per contractor memorandum of January 15, 1998. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Sharon L. White Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/SHARON L. WHITE 1/22/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 222 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 6 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-6 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $5,571,875 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) Contact Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is revised by $12,989,328 to $18,561,203 an increase of $5,571,875 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through September 24, 1998 per contractor memorandum of April 27, 1998. Replacement page 13 is attached and should be appropriately inserted in copies of the contract. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Sharon L. White Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/SHARON L. WHITE 4/28/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 223 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 7 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 N. Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $5,571,875 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modifIcation Is to give notice that the parties hereby agree to convert this contract to a performance based cost-plus-award-fee Incentive fee contract (completion form task order contract) for the option periods, commencing with Option 1 on October 1 1998. The Level-of-Effort components of the contract schedule will be changed to accommodate this change In contract type. The award fee evaluatIon plan will also be modIfied to reflect the incentive fee arrangement, and put provisions in the plan which will Include the assessment of contractor perforrnmnce against performance based contract metrtcs in the performance evaluation process. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) See Tripartite Signature Page (next page) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) See Tripartite Signature Page (next page) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED --------------------------------------- (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 224 NAS10-98001(EDC) Tripartite Signature Page Section A Contract: NAS10-98001 Mod.No.7 Subcontract: 0455-97-706158 Page 2 of 2 SUBCONTRACTOR: - -------------- Dynac Engineering Company, Inc. 22870 US Hwy 19, North, Suite 405 Clearwater, FL 34621 BY: /S/RAMEN P. SINGH DATE:6/22/98 NAME AND TITLE: Ramen P. Singh ------------------------ President ------------------------ PRIME CONTRACTOR: - ----------------- U. S. Small Business Administration 1320 South Dixie Hwy Coral Gables, FL 33146 BY: __________________________ DATE:____________________ NAME AND TITLE:__________________________ __________________________ PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 BY: __________________________ DATE:____________________ NAME AND TITLE:__________________________ __________________________ 2 225 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 8 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-708158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/400000/34/98/PF Increase $2,823,558.00 CW-1/2590C/400000/34/97/PF Increase $ 125,799.00 Total $2,949,352.00 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) Incremental funding is increased by $2,949,352.00 as reflected in the revised Article B-12, Contract Funding, Table B-12. The funds are estimated to be adequate through September 30, 1998, per contractor memorandum of June 24,1998. As a result of the above change, delete page 13 of the contract, and substitute the enclosed page 13 in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /S/RENE E. PAQUETTE 6/25/98 (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 DUPLICATE ORIGINAL 226 ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 October 22, 1997 1 $ 250,000 $ 1,024,650 $ 1,274,650 $ 40,986 $ 1,315,636 November 17, 1997 2 $ 250,000 $ 654,615 $ 904,615 $ 26,185 $ 930,800 December 10, 1997 3 $ 12,452 $ 1,105,371 $ 1,117,823 $ 36,124 $ 1,153,947 January 3, 1998 4 $ 726,823 $ 2,133,009 $ 2,859,832 $ 86,903 $ 2,946,735 March 5, 1998 5 $ 1,610,156 $ 3,872,422 $ 5,482,578 $ 159,632 $ 5,642,210 July 4, 1998 6 $ 1,671,191 $ 3,847,546 $ 5,518,737 $ 53,137 $ 5,571,875 August 18, 1998 7 8 $2,660,340 $ 289,012 $ 2,949,352 $ 0 $ 2,949,352 September 30, 1998 Total $16,070,575 $7,680,962 $13,407,394 $21,088,356 $ 422,198 $21,510,555 September 30, 1998
13 227 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 9 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 28870 US Hwy 19 North Suite 405 1320 South Dixie Hwy Clearwater, FL 34621 Coral Gables, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return ___ copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) THE PURPOSE OF THIS MODIFICATION IS TO CORRECT MODIFICATION #8, BLOCK 12 OF SF 30 and ARTICLE B-12, PAGE 13, LINE ITEM #8 to read a total of $2,949,357 in lieu of $2,949,352. ARTICLE B-12, PAGE 13, Total Obligation to date should read $21,510,560 In lieu of $21,510,555. As a result of the above change, delete page 13 of the contract, and substitute the enclosed page 13 in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /S/RENE E. PAQUETTE 6/29/98 (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 CONTRACTORS COPY DUPLICATE ORIGINAL 228 ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 October 22, 1997 1 $ 250,000 $ 1,024,650 $ 1,274,650 $ 40,986 $ 1,315,636 November 17, 1997 2 $ 250,000 $ 654,615 $ 904,615 $ 26,185 $ 930,800 December 10, 1997 3 $ 12,452 $ 1,105,371 $ 1,117,823 $ 36,124 $ 1,153,947 January 3, 1998 4 $ 726,823 $ 2,133,009 $ 2,859,832 $ 86,903 $ 2,946,735 March 5, 1998 5 $ 1,610,156 $ 3,872,422 $ 5,482,578 $ 159,632 $ 5,642,210 July 4, 1998 6 $ 1,671,191 $ 3,847,546 $ 5,518,737 $ 53,137 $ 5,571,875 August 18, 1998 7 8 $ 2,660,340 $ 289,012 $ 2,949,352 $ 0 $ 2,949,352 September 30,1998 9 $ 0 $ 0 $ 5 $ 0 $ 5 September 30,1998 Total $16,070,575 $ 7,680,962 $13,407,394 $21,088,361 $ 422,198 $21,510,560 September 30,1998
Modification 9 June 29, 1998 13 229 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 6 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 10 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 S. Biscayne Blvd. 7th floor. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. CONTRACTOR'S COPY - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Contract Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to: 1. Exercise an option for 134,000 level-of-effort hours. 2. Change the address of the Prime Contractor and Subcontractor 3. Correct Table B-12. 4. Add Table to track option hours exercised. (See Page 2) - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED /s/Rene E. Paquette 7/10/98 (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (RevEV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 230 Page 2 of 6 Mod. No.10 1. Pursuant to Contract Article B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, The Government unilaterally increases the number of man-hours required by 134,000 for the period October 1, 1997 through September 30, 1998. A table for tracking exercised option hours has been incorporated in this article. 2. Contract Article B-3, CONTRACT VALUE, For the period 10/1997 through 9/30/98 is increased by $3,615,320 (134,000 option man-hours @ the contract option hours labor rate of $26.98 - no fee). 3. Contract Article B-12, NFS 1852.232-8 1 CONTRACT FUNDING (JUN 1990). The columns for Cost Other and Total Cost & Fee are corrected to reflect error in addition on a previous modification. 4. Address changes on both the prime and subcontractor are made on the SF30. As a result of the above changes, pages 7, 8,9 and 13 of said contract, as modified, are deleted and replacement pages 7, 8,9 and 13 are substituted in lieu thereof. 231 NASIO-98001 (EDC) Section B PART I - THE SCHEDULE Section B Supplies or Services and Prices/Cost ------------------------------------ ARTICLE B-1 TYPE OF CONTRACT This is a cost-plus-award-fee, term form of contract with a level of effort basis. The Contractor is obligated to provide Engineering, Engineering Support, and Facilities and Laboratory Support. Specific requirements will be levied on the Contractor by Work Orders in accordance with the Statement of Work (SOW), Attachment J-1. ARTICLE B-2 EFFORT REOUIRED DURING CONTRACT PERFORMANCE A. The Contractor shall provide non-personal services for NASA as described in Article C-1 "Scope of Work" and Attachment J-l, "Statement of Work" on a level of effort (LOE) basis. In performance of the described work during the contract period set forth below, the Contractor shall not exceed the total labor hours on the contract, including subcontractor and overtime hours. Table B-2 - --------------------------------------------------------------- Labor Hours Contract Period Minimum Target Maximum - --------------------------------------------------------------- 10/1/97 - 9/30/98 375,502 387,115 398.728 Mod. No 10 134,000 Total 532,728 Option Periods 10/1/98 - 9/30/99 375,502 387.115 398,728 10/1/99 - 9/30/00 375,502 387,115 398,725 10/1/00 - 9/30/01 375,502 387,115 398,728 10/1/01 - 9/30/02 375,502 387,115 398,728 B. If the Contractor has not provided the specified minimum quantity of total contract labor hours set forth in the above paragraph A, an equitable downward adjustment will be made in estimated cost and available award fee. The downward adjustment will be based on the difference between the minimum labor hours specified under this Article and the number of labor hours provided by the Contractor. This provision does not affect the Government's right to reduce the quantity of labor hours during the term of this contract pursuant to the Termination Clause (FAR 52.249-6). C. When the total labor hours expended reach 95% of the maximum labor hours specified above, the Contractor shall notify the Contracting Officer as to whether or not the Contractor believes that amount will be sufficient for the balance of the period of performance, or if additional labor hours will be required. In the latter case, the notification shall include the estimated "adequate through" date for the unexpended balance and an estimate of the additional hours required for the balance of the period of performance. If during the term of the contract, an increase in the specified maximum number of labor hours becomes necessary, the Government may elect to increase the D. As used herein, the term "labor hours" shall include the productive and non-productive time of the employees assigned to this contract (including subcontracted and overtime labor hours.) 232 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-3 CONTRACT VALUE -------------- A. The contract value is comprised of estimated cost and award fee as shown in Table B-3. The Contractor may earn award fee at the end of the twelve month basic period of performance and any twelve month option period, if exercised. Table B-3
- -------------------------------------------------------------------------------------------------- Estimated Available Earned Award Adjective Contract Contract Period Cost Award Fee Fee Score Rating Value - -------------------------------------------------------------------------------------------------- 10/1/97 - 9/30/98 $15,648,377 $ 422,198 $ TBD TBD TBD $16,070,575 Mod No 10 $ 3,615,320 $ 0 $ 3,615,320 ----------- ----------- ----------- $19,263,697 $ 422,198 $ TBD TBD TBD $19,685,895 =========== =========== =========== Option Periods 10/1/98 - 9/30/99 $15,928,312 $ 433,396 $ TBD TBD TBD $16,361,708 ----------- ----------- ----------- 10/1/99 - 9/30/00 $16,221,875 $ 445,138 $ TBD TBD TBD $16,667,013 ----------- ----------- ----------- 10/1/00 - 9/30101 $16,546,972 $ 458,142 $ TBD TBD TBD $17,005,114 ----------- ----------- ----------- 10/1/01 - 9/30/02 $16,881,876 $ 471,538 $ TBD TBD TBD $17,353,414 ----------- ----------- -----------
The fee allocation rate for optional labor hours exercised pursuant to Article B-5 shall be the rate applicable to the current contract period as specified therein. ARTICLE B-4 OTHER DIRECT COSTS ------------------ Notwithstanding the provisions of Article G-7 entitled "Base Support", the Contractor may be required to provide Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure." These items, classified as Other Direct Costs, include, but are not limited to, materials, supplies, equipment, maintenance services, travel, and training. This action is authorized only if such items/services are not available pursuant to Article G-7 entitled "Base Support." The estimated cost of this contract includes the amount of $5,000,000 in the basic contract period and $5,000,000 in each of the four option periods for the acquisition of such items or services. The costs covered by this article shall be separately accumulated and reported in accordance with DRD-003. Such costs are considered non-fee-bearing. ARTICLE B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND -------------------------------------------- OPTIONS FOR INCREMENTAL INCREASE OF EFFORT -------------------------------------------- A. Options to Extend the Period of Contract 1. This contract is renewable for the periods identified as options in Table B-3 at the option of the Government. 2. The Government may extend the term of the contract for the quantities of supplies or services and period specified in the Schedule by written modification of this contract before the current contract performance period expires, provided that the Government will give the Contractor a preliminary written notice of intent to extend at least 60 days prior to expiration of any current period of performance. The preliminary notice does not commit the Government to exercise the option. 3. If the Government exercises any Option, the extended contract shall be considered to include this option provision. Modification No. 10 Page 4 of 6 233 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- 4. The total duration of this contract, including the exercise of any option(s) under this clause, shall not exceed five (5) years. 5. It is understood and agreed that any continued performance of services from period to period shall be at the sole determination of the Government and will be contingent upon prior satisfactory performance. Failure to renew the contract for any subsequent period of performance shall not be considered as a termination for the convenience of the Government. B. Options for Incremental Increase of Effort The Government may unilaterally increase the number of labor hours required to be furnished pursuant to Article B-2, during any one year period of performance, by an amount ranging from 1 to 1,935,575 labor hours; provided that the cumulative total of option hours exercised does not exceed I 93 5,575 labor hours for the five year contract period. If the Government elects to exercise its option to increase the number of labor hours, the Contractor will be notified by a contract modification executed by the Contracting Officer. If any option is exercised, the number of minimum, target, and maximum labor hours set forth in Table B-2 will be increased by the number of hours exercised. The estimated cost and available award fee in Article B-3 will be increased as follows for each additional labor hour exercised: If Exercised During the Period Option Labor Rate Option Fee Rate ------------------------------ ----------------- --------------- 10/01/97-09/30/98 $ 26.98 $ 0.00 ------- ------- 10/01/98-09/30/99 $ 27.70 $ 0.00 ------- ------- l0/01/99-09/30/00 $ 28.45 $ 0.00 ------- ------- l0/0l/00-09/30/0l $ 29.28 $ 0.00 ------- ------- 10/0l/0l-09/30/02 $ 30.14 $ 0.00 ------- ------- Failure to exercise any option of the contract shall not be considered as a termination for the convenience of the Government, If the Government exercises one or any of the options under this contract, the contract, as amended, shall include all terms and conditions of the contract as it exists immediately prior to the exercise of the additional option(s). For historical tracking purposes, the following table is established to document the amount of man-hours exercised to date and the optional man-hours remaining available: Option Hours at Award: 1,193,575 (134,000) (exercised via modification #10) --------- Balance 1,059,575 ARTICLE B-6 OPTIONS FOR OTHER DIRECT COSTS ------------------------------ In addition to the amount for ODC included in Article BA as part of the basic contract, the Government may increase the amount available for payment of Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" by not more than the total shown below. These items, classified as Other Direct Costs, include, but are not limited to materials, supplies, equipment, maintenance services, travel and training. If the Government elects to exercise its option to increase the amount available for ODC, the Contractor will be notified by a unilateral Contract Modification executed by the Contracting Officer. Options increasing the amounts available for ODC may be exercised one or more times, at any time during the performance penod of this contract, provided that the cumulative total estimated cost exercised does not exceed the amount shown below. The estimated cost in Article B-3 will be adjusted to reflect the amount of option exercised. Modification No. 10 Page 5 of 6 234 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS ------------------------------------------- Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) ------------------------------------------ For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12. Table B-12
Contract Cost Total Cost Adequate Mod Value ODC Other Total Fee & Fee ThruDate - ----------------------------------------------------------------------------------------------- Basic 16,070,575 500,000 480,769 980,769 19,231 1,000,000 22-Oct-97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 17-Nov-97 2 250,000 654,615 904,615 26,185 930,800 10-Dec-97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 3-Jan-98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 5-Mar-98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 4-Jul-98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 18-Aug-98 8 2,660,340 289,012 2,949,352 0 2,949,352 30-Sep-98 9 0 5 5 0 5 30-Sep-98 10 $3,615,320 $0 $0 $0 $0 $0 - ------------------------------------------------------------------------------------------------ Total $19,685,895 $7,680,962 $13,407,399 $21,088,361 $422,198 $21,510,559 30-Sep-98
Modification 10 Page 6 of 6 235 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 4 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 11 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Admin. 3511 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbour, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: FAR 52.243-2 CHANGES - COST - REIMBURSEMENT (AUG 1987) ALT II (APR 1984) - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this Supplemental Agreement is to incorporate additional "Year 2000 Compliance" requirements in the contract. As a result of the above change, page 52 of subject contract, as modified is hereby deleted, and the attached replacement page 52 and new page 52.1 are substituted in lieu thereof. The Contractor agrees that the contract change made herein result in no increases or decreases to the estimated cost and fee of the contract. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 236 Notification No. 11 NAS10-98001 (EDC) Attachment J-1 - -------------------------------------------------------------------------------- Items or services acquired under this contract are required to include accurate processing of the date and date-related data (including but not limited to calculating, comparing, and sequencing) by all hardware and software products delivered under this contract, individually and in combination, upon installation. This also includes the manipulation of data with dates prior to, through, and beyond January 1, 2000, and shall be transparent to the use. Hardware and software products provided under this contract shall, individually, and in combination, successfully transition into the Year 2000 with the correct system date, without human intervention, including leap year calculations. Such products shall also provide correct results when moving forward or backward in time across the Year 2000 or subsequent years. Year 2000 Compliance -------------------- (a) "Year 2000 compliant," as used herein, means that the information technology (hardware, software and firmware, including embedded systems or any other electro-mechanical or processor-based systems used in accordance with its associated documentation) accurately processes date and date-related data (including, but not limited to, calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology, used in combination with the information technology being acquired, property exchanges date and date-related data with it (b) Any information technology provided, operated and/or maintained under this contract must be Year 2000 compliant To ensure this result, the Contractor shall provide documentation describing bow the IT items or services demonstrate Year 2000 compliance, consisting of: a certification document signed by the vendor and/or original equipment manufacturer for commercial items. For IT items or services developed or built, or commercial items integrated into a viable package by the contractor, the contractor shall provide a certification document and integrated test results demonstrating Year 2000 compliance. (c) Milestones for Renovation, Validation and Implementation: Any IT determined to be non-Year 2000 compliant shall be replaced, retired, or repaired in accordance with the following schedule: 1. "Renovation" includes making and documenting software and hardware changes, developing replacement systems, and decommissioning systems to be retired. The Contractor must complete renovation of affected software, hardware and firmware by September 30, 1998. 2. "Validation" includes unit, integration, system and end-to-end testing for Year 2000 compliance. The Contractor must complete validation and testing of converted or replaced systems by January 31, 1999. 3. "Implementation" includes acceptance testing and integration of converted and replaced systems into a production environment The Contract must complete implementation by March 31, 1999. (d) At a minimum, the Contractor shall provide documentation, including project plans and status reports, which demonstrate that the Contractor is meeting the milestones listed above. 52 237 NAS10-98001 (EDC) Section A - -------------------------------------------------------------------------------- Tripartite Signature Page Contract: NAS 10-98001 Subcontract: 0455-97-706158 - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ RAMEN P. SINGH DATE: 7/24/98 NAME AND TITLE: ___________________________ ___________________________ - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: /S/ G. REY MORAN DATE: 8/3/98 NAME AND TITLE: G. REY MORAN U.S. Small Business Administration Contracting Officer - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: /S/ RENE E. PAQUETTE DATE: 8/10/98 NAME AND TITLE: RENE E. PAQUETTE CONTRACTING OFFICER 2 238 Subcontract: 0455-97-706158 - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ RAMEN P. SINGH DATE: 7/24/98 NAME AND TITLE:___________________________ ___________________________ - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY:_____________________________________ DATE:_______________________ NAME AND TITLE:_________________________ _________________________ - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY:____________________________________ DATE:________________________ NAME AND TITLE:________________________ ________________________ 2 239 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 7 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 12 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Admin. 3511 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (d) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to reflect a cost variance between the negotiated estimated cost and the estimated cost to complete the work which resulted from the skill mix requirements driven by the Government Task Orders from contract inception to September 30, 1998. This interim adjustment is made to align contract value with cumulative contract costs and funding. B. As a result of the above changes, pages 7, 8, 9, 13 and 14 of the contract are hereby deleted and new pages 7, 8, 9, 9.1, 13 and 14 are substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 9/28/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 240 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- PART I - THE SCHEDULE Section B Supplies or Services and Prices/Cost ARTICLE B-1 TYPE OF CONTRACT This is a cost-plus-award-fee, term form of contract with a level of effort basis. The Contractor is obligated to provide Engineering, Engineering Support, and Facilities and Laboratory Support. Specific requirements will be levied on the Contractor by Work Orders in accordance with the Statement of Work (SOW), Attachment J-1. ARTICLE B.2 EFFORT REQUIRED DURING CONTRACT PERFORMANCE A. The Contractor shall provide non-personal services for NASA as described in Article C-1, "Scope of Work" and Attachment J-1, "Statement of Work" on a level of effort (LOE) basis. In performance of the described work during the contract period set forth below, the Contractor shall not exceed the total labor hours on the contract, including subcontractor and overtime hours. Table B-2 ------------------------------------------------------------- Labor Hours Contract Period Minimum Target Maximum ------------------------------------------------------------- 10/1/97 - 9/30/98 375,502 387,115 398,728 Mod. No 10 134,000 Total 532,728 Option Periods 10/1/98 - 9/30/99 375,502 387,115 398,728 10/1/99 - 9/30/00 375,502 387,115 398,728 10/1/00 - 9/30/01 375,502 387,115 398,728 10/1/01 - 9/30/02 375,502 387,115 398,728 B. If the Contractor has not provided the specified minimum quantity of total contract labor hours set forth in the above paragraph A, an equitable downward adjustment will be made in estimated cost and available award fee. The downward adjustment will be based on the difference between the minimum labor hours specified under this Article and the number of labor hours provided by the Contractor. This provision does not affect the Government's right to reduce the quantity of labor hours during the term of this contract pursuant to the Termination Clause (FAR 52.249-6). C. When the total labor hours expended reach 95% of the maximum labor hours specified above, the Contractor shall notify the Contracting Officer as to whether or not the Contractor believes that amount will be sufficient for the balance of the period of performance, or if additional labor hours will be required. In the latter case, the notification shall include the estimated "adequate through" date for the unexpended balance and an estimate of the additional hours required for the balance of the period of performance. If, during the term of the contract, an increase in the specified maximum number of labor hours becomes necessary, the Government may elect to increase the maximum labor hours pursuant to Article B-5, "Options to Extend the Period of Contract and Options for Incremental Increase of Effort". Modification No. 12 Page 2 of 7 241 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- D. As used herein, the term "labor hours" shall include the productive and non-productive time of the employees assigned to this contract (including subcontracted and overtime labor hours). ARTICLE B-3 CONTRACT VALUE A. The contract value is comprised of estimated cost and award fee as shown in Table B-3. The Contractor may earn award fee at the end of the twelve month basic period of performance and any twelve month option period, if exercised. Table B-3
- -------------------------------------------------------------------------------------------------- Estimated Available Earned Award Adjective Contract Contract Period Cost Award Fee Fee Score Rating Value - -------------------------------------------------------------------------------------------------- 10/1/97-9/30/98 $15,648,377 $422,198 $ TBD TBD TBD $16,070,575 Mod No 10 $3,615,320 $0 $3,615,320 Mod No 12 $2,049,191 ($22,198) $ TBD TBD TBD $2,026,993 ---------- -------- ----------- Total $21,312,888 $400,000 $21,712,888 Option Periods 10/1/98 - 9/30/99 $15,928,312 $433,396 $ TBD TBD TBD $16,361,708 ---------- -------- ----------- 10/1/99 - 9/30/00 $16,221,875 $445,138 $ TBD TBD TBD $16,667,013 ---------- -------- ----------- 10/1/00 - 9/30/01 $16,546,972 $458,142 $ TBD TBD TBD $17,005,114 ---------- -------- ----------- 10/1/01 - 9/30/02 $16,881,876 $471,538 $ TBD TBD TBD $17,353,414 ---------- -------- -----------
The fee allocation rate for optional labor hours exercised pursuant to Article B-5 shall be the rate applicable to the current contract period as specified therein. ARTICLE B-4 OTHER DIRECT COSTS Notwithstanding the provisions of Article G-7 entitled "Base Support", the Contractor may be required to provide Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure." These items, classified as Other Direct Costs, include, but are not limited to, materials, supplies, equipment, maintenance, services, travel, and training. This action is authorized only if such items/services are not available pursuant to Article G-7 entitled "Base Support." The estimated cost of this contract includes the amount of $5,000,000 in the basic contract period and $5,000,000 in each of the four option periods for the acquisition of such items or services. The costs covered by this article shall be separately accumulated and reported in accordance with DRD-003. Such costs are considered non-fee-bearing. Modification No. 12 Page 3 of 7 8 242 NAS10-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-5 OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT A. Options to Extend the Period of Contract 1. This contract is renewable for the periods identified as options in Table B-3 at the option of the Government. 2. The Government may extend the term of the contract for the quantities of supplies or services and period specified in the Schedule by written modification of this contract before the current contract performance period expires, provided that the Government will give the Contractor a preliminary written notice of intent to extend at least 60 days prior to expiration of any current period of performance. The preliminary notice does not commit the Government to exercise the option. 3. If the Government exercises any option, the extended contract shall be considered to include this option provision. 4. The total duration of this contract, including the exercise of any option(s) under this clause, shall not exceed five (5) years. 5. It is understood and agreed that any continued performance of services from period to period shall be at the sole determination of the Government and will be contingent upon prior satisfactory performance. Failure to renew the contract for any subsequent period of performance shall not be considered as a termination for the convenience of the Government. B. Options for Incremental Increase of Effort The Government may unilaterally increase the number of labor hours required to be furnished pursuant to Article B-2, during any one year period of performance, by an amount ranging from 1 to 1,935,575 labor hours; provided that the cumulative total of option hours exercised does not exceed 1,935,575 labor hours for the five year contact period. If the Government elects to exercise its option to increase the number of labor hours, the Contractor will be notified by a contact modification executed by the Contracting Officer. If any option is exercised, the number of minimum, target, and maximum labor hours set forth in Table B-2 will be increased by the number of hours exercised. The estimated cost and available award fee in Article B-3 will be increased as follows for each additional labor hour exercised: If Exercised During the Period Option Labor Rate Option Fee Rate ------------------------------ ----------------- --------------- 10/01/97 - 09/30/98 Prime Contractor $29.22 (loaded) $0.00 Subcontractors $48.84 (loaded) $0.00 -------------- ----- 10/01/98 - 09/30/99 $27.70 $0.00 ------ ----- 10/0l/99 - 09/30/00 $28.45 $0.00 ------ ----- 10/01/O0 - 09/30/0l $29.28 $0.00 ------ ----- Modification No. 12 Page 4 of 7 9 243 NASIO-98001 (EDC) Section B - -------------------------------------------------------------------------------- Failure to exercise any option of the contract shall not be considered as a termination for the convenience of the Government. If the Government exercises one or any of the options under this contract, the contract, as amended, shall include all terms and conditions of the contract as it exists immediately prior to the exercise of the additional option(s). For historical tracking purposes, the following table is established to document the amount of man-hours exercised to date and the optional man-hours remaining available: Option Hours at Award: 1,935,575 Exercised via Modification No. 10 (134,000) -------- Balance 1,801,575 ARTICLE B-6 OPTIONS FOR OTHER DIRECT COSTS In addition to the amount for ODC included in Article B4 as part of the basic contract, the Government may increase the amount available for payment of Work Order related items identified in, or required by, Work Orders issued in accordance with Attachment J-1, Appendix 3 "Work Order Procedure" by not more than the total shown below. These items, classified as Other Direct Costs, include, but are not limited to materials, supplies, equipment, maintenance services, travel and training, If the Government elects to exercise its option to increase the amount available for ODC, the Contractor will be notified by a unilateral Contract Modification executed by the Contracting Officer. Options increasing the amounts available for ODC may be exercised one or more times, at any time during the performance period of this contract, provided that the cumulative total estimated cost exercised does not exceed the amount shown below. The estimated cost in Article B-3 will be adjusted to reflect the amount of option exercised. -9.1- Modification No. 12 Page 5 of 7 244 NASIO-98001 (EDC) Section B - -------------------------------------------------------------------------------- ARTICLE B-11 COVERAGE OF PRE-EXISTING MEDICAL CONDITIONS Health insurance provided to incumbent employees hired under this contract within 30 days of commencing contract performance will include coverage of pre-existing medical conditions currently covered under the insurance provided by the incumbent contractor. ARTICLE B-12 NFS 1852.232-81 CONTRACT FUNDING (JUN 1990) For purposes of payment of cost, exclusive of fee, pursuant to the Limitation of Funds clause, the total amount allotted by the Government is defined in Table B-12, Contract Value and Funding. 13 Modification No. 12 Page 6 of 7 245 Table B-12 CONTRACT VALUE & FUNDING
CONTRACT FUNDING --------------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE Basic $16,070,575 $500,000 $480,769 $980,769 $19,231 $1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1.610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 Totals:$21,712,888 $7,680,962 $13,429,597 $21,110,559 $400,000 $21,510,559 09/30/98
Modification No. 12 Page 7 of 7 246 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS 10-98001 PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 13 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Page 3 - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Highway 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbour, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: Article H-15, Performance Based Work Orders - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to convert the present Level Of Effort contract to a Performance Based Contract (PBC) pursuant to Contract Article H-15 "Performance Based Work Orders" and the terms of contract modification number 7 of this contract. - -------------------------------------------------------------------------------- See Tripartite Signature Page - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) See Tripartite Signature Page - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 247 B. The following page changes are made by this modification to reflect the agreements reached on September 24, 1998 to implement application of the PBC arrangement: Remove Pages Replace With/Add Pages ------------ ---------------------- 5 5 7 7 - 7.1 8 8 - 8.1 - 8.2 - 8.3 - 8.4 - 8.5 9 9 - 9.1 10 10 11 11 13 13 14 14 43 43 248 NAS 10-98001 Mod # 13 Page 3 of 3 Tripartite Signature Page - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ R. P. SINGH DATE: 9/24/98 NAME AND TITLE: R. P. Singh President - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: /S/ G. Rey Moran DATE: 9/28/98 NAME AND TITLE: G. Rey Moran Contracting Officer - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: /S/ Marlo F. Krisberg DATE: 9/29/98 NAME AND TITLE: Marlo F. Krisberg Contracting Officer 249 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 13 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Page 3 - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Administration 3511 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbour, FL 34684 Miami, FL 33146 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) N/A - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: Article H-15, Performance Based Work Orders - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to convert the present Level Of Effort contract to a Performance Based Contract (PBC) pursuant to Contract Article H-15 "Performance Based Work Orders" and the terms of contract modification number 7 of this contract. - -------------------------------------------------------------------------------- See Tripartite Signature Page See Tripartite Signature Page - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- [ILLEGIBLE]NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 250 [ILLEGIBLE] Mod #13 Page 2 of 3 B. The following page changes are made by this modification to reflect the agreements reached on September 24, 1998 to implement application of the PBC arrangement Remove Pages Replace With/Add Pages ------------ ---------------------- 5 5 7 7 - 7.1 8 8 - 8.1 - 8.2 - 8.3 - 8.4 - 8.5 9 9 - 9.1 10 10 11 11 13 13 14 14 43 43 251 NAS 10-98001 Mod #13 Page 3 of 3 Tripartite Signature Page - -------------------------------------------------------------------------------- SUBCONTRACTOR: - -------------- Dynacs Engineering Company, Inc. 35111 US Hwy 19, North, Suite 300 Palm Harbor, FL 34684 BY: /S/ R. P. SINGH DATE: 9/24/98 PRESIDENT NAME AND TITLE: R. P. Singh, President - -------------------------------------------------------------------------------- PRIME CONTRACTOR: - ----------------- U.S. Small Business Administration 100 S. Biscayne Blvd., 7th floor Miami, FL 33131 BY: /S/ G. Rey Moran DATE:__________________ NAME AND TITLE: ____________________________ ____________________________ - -------------------------------------------------------------------------------- PROCURING AND ADMINISTRATIVE OFFICE: - ------------------------------------ John F. Kennedy Space Center, NASA Procurement Office, OP-OSO Kennedy Space Center, FL 32899 BY: /S/ Marlo F. Krisberg DATE: ________________ NAME AND TITLE:_______________________________ _______________________________ 252 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 14 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 971004/S-8 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Admin. 3511 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbour, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590/400000/34/98/PF Increase $1,738,706 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is incrementally fund the contract for an additional $1,738,706 as reflected in Table B-12 for a new total of $25,005,521. Funding is adequate for contract performance through October 31, 1998. B. As a result of the above change, page 14 of subject contract, as revised, is hereby deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 9/30/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 253 NAS10-98001 Mod. #14 Page 14 Table B-12 CONTRACT VALUE & FUNDING
- ------------------------------------------------------------------------------------------------------- CONTRACT FUNDING -------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE - ------------------------------------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 13 14 -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 Totals: $21,712,888 $ 5,234,211 $ 17,528,694 $ 22,762,905 $ 486,360 $ 23,249,265 10/31/98
254 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 3 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 15 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34621 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CONTRACTOR'S COPY - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. DUPLICATE ORIGINAL - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to exercise the option period commencing October 1, 1998 through September 30, 1999. As a result of the above change, pages 8.1 and 14 of subject contract, as revised, are hereby deleted and the enclosed pages 8,1 and 14 are substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) A. Earl Gilbert Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ A. EARL GILBERT 9/30/98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA FAR (48 CFR) 53.243 255 NAS10-98001 Mod #15 Page 8.1 Table B-3 CONTRACT VALUE
AVAILABLE EARNED TARGET EARNED AWARD CONTRACT ESTIMATED AWARD AWARD INCENTIVE INCENTIVE CONTRACT FEE ADJECTIVE PERIOD COST FEE FEE FEE FEE VALUE* SCORES RATING - -------------------- ----------- ----------- ------ --------- --------- ----------- ------ ------ CY1:10/01/97-9/30/98 Initial award $15,648,377 $ 422,198 TBD N/A N/A $16,070,575 TBD TBD Mod #10 3,615,320 0 N/A N/A 3,615,320 Adj. Values: 19,263,697 422,198 N/A N/A 19,685,895 Mod #12 2,049,191 -22,198 2,026,993 Total CYI: 21,312,888 400,000 21,712.888 CY2:10/01/98 - 09/30/99 Mod #14 16,648,462 444,500 TBD 185,500 TBD 17,278,462 TBD TBD Contract totals: 37,052,362 844,500 185,500 N/A 38,991,350 Option Periods 10/01/99 - 09/30/00 17,052,362 458,000 TBD 189,000 TBD 17,699,862 TBD TBD 10/01/00 - 09/30/01 17,468,442 476,000 TBD 189,000 TBD 18,133,442 TBD TBD 10/01/01 - 09/30/02 17,902,442 490,000 TBD 192,500 TBD 18,584,942 TBD TBD Option totals: 52,423,246 1,424,500 570,500 54,418,246 Total values: 90,384,596 2,269,000 570,500 93,409,596
*Includes available award fee and target incentive fee until such time as earned fees are entered into the table at which time the contract value includes the earned fee amounts. 256 NAS10-98001 Mod #15 Page 14 Table B-12 CONTRACT VALUE & FUNDING
CONTRACT FUNDING --------------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE THRU MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE DATE - -------------------------------------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 -- 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 -- 250,000 654,615 904,615 26,185 930,800 12/10/97 3 -- 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 -- 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 -- 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 -- 1,671,191 3,847,546 5,518,737 53,137 5,571,874 08/18/98 8 -- 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 -- -- 5 5 -- 5 09/30/98 10 3,615,320 12 2,026,993 -- 22,198 22,198 -22,198 -- -- 14 -- -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 15 17,278,482 Totals: $38,991,350 $ 5,234,211 $17,528,694 $22,762,905 $486,360 $23,249,265 10/31/98
257 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 16 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO RP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U.S. Small Business Administration 3511 US Hwy 19 North, Suite 310 100 So. Biscayne Blvd. 7th fl., Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,169,045 - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. CONTRACTOR'S COPY DUPLICATE ORIGINAL - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to increase the funding of the contract by $2,169,145. This modification also corrects Article B-12, Mod. No. 6 to read $5,571,875 in lieu of $5,571,874. The total funding to date is $25,418,311. These additional funds extend the period of performance through December 9,1998. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Rene E. Paquette Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ RENE E. PAQUETTE 10-8-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (Rev. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 258 NAS10-98001 Mod. No. 16 Page 14 Table B-12 CONTRACT VALUE & FUNDING
----------------------------------------------------------------------------- CONTRACT FUNDING ----------------------------------------------------------------------------- CONTRACT CONTRACT ALL OTHER TOTAL COST ADEQUATE MOD VALUE ODC COSTS TOTAL COSTS FEE AND FEE THRU DATE ----------------------------------------------------------------------------- Basic $16,070,575 $ 500,000 $ 480,769 $ 980,769 $ 19,231 $ 1,000,000 10/22/97 1 250,000 1,024,650 1,274,650 40,986 1,315,636 11/17/97 2 250,000 654,615 904,615 26,185 930,800 12/10/97 3 12,452 1,105,371 1,117,823 36,124 1,153,947 01/03/98 4 726,823 2,133,009 2,859,832 86,903 2,946,735 03/05/98 5 1,610,156 3,872,422 5,482,578 159,632 5,642,210 07/04/98 6 1,671,192 3,847,546 5,518,738 53,137 5,571,875 08/18/98 8 2,660,340 289,012 2,949,352 2,949,352 09/30/98 9 5 5 5 5 09/30/98 10 3,615,320 12 2,026,993 22,198 22,198 -22,198 14 -2,446,751 4,099,097 1,652,346 86,360 1,738,706 10/31/98 15 17,278,462 16 66,564 1,992,643 2,059,207 109,838 2,169,045 12/9/98 Totals: $38,991,350 $ 5,300,776 $19,521,337 $24,822,113 $ 596,198 $25,418,311 12/9/98
*Added $1 to Mod 6 ODC 259 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 17 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C, - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 950524 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Unilateral Modification in accordance with Atachment J-4 EDC Award Fee Evaluation Plan - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. This contract modification reflects the performance rating and earned award fee for the period October 1, 1997, through September 30, 1998, as follows: Rating: Very Good Earned Award Fee: $360,000.00 NOTE: PROVISIONAL AWARD FEE PAYMENTS DISBURSED TO DATE IN THE AMOUNT OF $337,758.00 ARE HEREBY DEDUCTED FROM THE EARNED AWARD FEE FOR A NET AMOUNT DUE OF $22,242.00. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 11-13-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 260 NAS10-98001 Mod. No. 17 Page 2 of 2 B. The fee determination reflected above is hereby implemented via the following changes to the contract. 1. Contract Table B-3 is deleted and replaced by Tables B-3.A and B-3.C. 2. The contract value for CY1 is decreased by $40,000.00, from $21,712,888.00 to $21,672,888.00, to reflect the amount of unearned award fee. C: The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 8 8 8.1 8.1 8.2 8.2 - 8.2.1 14 14 261 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 18 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-1 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North., Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $3,512,128.00 Increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $3,512,128.00 as reflected in Table B-12 for a revised total of $28,930,439. Funding is adequate for contract performance through January 30,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 11-24-98 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 262 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 19 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $11,056,165.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $11,056,165.00 as reflected in Table B-12 for a revised total of $39,986,604.00. funding is adequate for contract performance through July 15,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 1-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 263 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 20 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-3 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,801,843.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,801,843.00 as reflected in Table B-12 for a revised total of $42,788,447.00. Funding is adequate for contract performance through August 30,1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 3-15-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 264 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 21 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) NO CHANGE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Exercise of Option pursuant to Contract Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) This modification serves to exercise an option for 187,000 additional labor hours. SEE PAGE 2 - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ BOB R. PIRKLE 4-28-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.24 265 NAS10-98001 Mod. No.21 Page 2 of 2 1. Pursuant to Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, the Government unilaterally increases the maximum number of labor hours that can be ordered during the period October 1, 1998 through September 30, 1999 by 187,000 (163,550 Direct/23,450 Subcontract). This action increases the total contract value from $38,951,350 to $45,481,964, an increase of $6,530,614. 2. Contract Article B-2, EFFORT REQUIRED DURING CONTRACT PERFORMANCE, is updated to reflect an increase in the maximum order requirements from 350,000 hours to 537,000 hours for the period October 1, 1998 through September 30, 1999. 3. Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, is updated to reflect the total number of hours exercised to date and the optional labor hours remaining available. 4. Contract Tables B-3.A, CONTRACT VALUE, and B-12, CONTRACT VALUE AND FUNDING, are updated to reflect the increase to estimated cost of $6,194,014, and increase the amounts for available award fee and incentive fee by $237,490, and $99,110, respectively. 5. Contract Table B-3.C, AVAILABLE AND EARNED FEES, is updated to reflect an increase to available award fee of $237,490, and $99,110, for incentive fee. 6. The following page changes are made by this modification: Remove Pages Add/Replace Pages ------------ ----------------- 7.1 7.1 8.1 8.1 8.2.1 8.2.1 9 9 14 14 266 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 22 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-4 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,351,977.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- (x) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,351,977.00 as reflected in Table B-12 for a revised total of $45,140,424.00. Funding is adequate for contract performance through September 30, 1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 5-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 267 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS1O-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 23 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-5 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO BP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 MR 991033 S-5 (F) $1,017,500.00 increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Exercise of option pursuant to Article B-5 - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to incrementally fund the contract with an additional $1,017,500.00 and to exercise the option for 19,000 additional labor hours. SEE PAGE 2 - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Bob R. Pirkle Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Bob R. Pirkle 7-27-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 268 NAS10-98001 Mod. No. 23 Page 2 of 2 A. This modification incrementally funds the contract with an additional $1,017,500 as reflected in the Table B-12 for a revised total of $46,157,924. Funding is adequate for contract performance through September 1999. B. Pursuant to Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, the Government unilaterally increases the maximum number of labor hours that can be ordered during the period October 1, 1998 through September 30, 1999 by 19,000 (13,000 Direct / 3,000 Subcontract). This action increases the total contract value from $45,481,964 to $46,157,924, an increase of $675,960. C. Contract Article B-2, EFFORT REQUIRED DURING CONTRACT PERFORMANCE, is updated to reflect an increase in the maximum order requirements from 537,000 hours to 556,000 hours for the period October 1, 1998 through September 30, 1999. D. Contract Article B-5, OPTIONS TO EXTEND THE PERIOD OF CONTRACT AND OPTIONS FOR INCREMENTAL INCREASE OF EFFORT, is updated to reflect the total number of hours exercised to date and optional labor hours remaining available. E. Contract Tables B-3.A, CONTRACT VALUE, and B-12, CONTRACT VALUE AND FUNDING, are updated to reflect the increase to estimated cost of $641,760, and increase the amounts of available award fee and incentive fee by $24,130 and $10,070, respectively. F. Contract Table B-3.C, AVAILABLE AND EARNED FEES, is updated to reflect an increase to available award fee of $24,130 and $10,070, for incentive fee. G. The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 7.1 7.1 8.1 8.1 8.2.1 8.2.1 9 9 14 14 269 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 24 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO TP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO TP John F. Kennedy Space Center, NASA -------------------------- Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Co., Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to add a clause entitled "ARTICLE G-8, GOVERNMENT FURNISHED PROPERTY" to the contract. Replacement page 27 that contains the new clause is attached to this modification. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Timothy W. Pugh 7-30-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 270 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 25 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor | | is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to add a clause entitled "ARTICLE G-9, KSC 52.239-90 KSC INFORMATION TECHNOLOGY (IT) SECURITY PROGRAM (AUG 1999)" to contract NAS10-98001. Replacement page 27 that contains the new clause is attached to this modification. B. The above modification results in no adjustment in contract valued. - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /s/ [ILLEGIBLE] 8-20-99 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/ Timothy W. Pugh 9-13-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA Contractor's Copy FAR (48 CFR) 53.243 271 NAS10-98001 Modification 25 Page 27 Government to fulfill them in a timely manner in order to minimize Contractor procurement. D. Items generally considered "fixtures" (i.e., become a part of the premises when installed, such as water coolers, air condititioners partitions...) shall not be purchased by the Contractor under the authority of this clause. Additionally, items of a capital nature shall not be purchased under the authority of this clause without the prior written approval of the Contracting Officer. ARTICLE G-8 GOVERNMENT FURNISHED PROPERTY (Incorporated via Modification 24) The Government property to be furnished under this contract is set forth in Section J, Attachment J-2 of this contract. A. Rent-Free Use 1. The Contractor may enter into arrangements with other on-site contractors to perform certain work in furtherance of KSC objectives. To this end, the contractor is authorized to use, on a rent-free non-interference basis, the Government-furnished property and facilities provided under this contract. This authority may be unilaterally withdrawn by the Government without adjustment to any other provision of this contract. ARTICLE G-9 KSC 52.239-90 KSC INFORMATION TECHNOLOGY (IT) SECURITY PROGRAM (AUG 1999) (Incorporated via Modification 25) KSC Contractors that process NASA data shall comply with NASA's Information Technology (IT) Security Program. Contractors shall ensure as computers are reassigned or excessed that computer's hard disks are erased so that sensitive data and Government-licensed software cannot be recovered. The Contractor shall comply with the following: a. NPD 2810.1, Security of Information Technology, available for review at http://nodis.hq.nasa.gov/Library/Directives/NASA-WIDE/Policies/Legal Policies/N_PD_2810_1.html b. NPG 2810, Security of Information Technology, available for review at http://www.ksc.nasa.gov/nasaonly/cio/nasadocs/npg2810_21may99.pdf c. KDP-KSC-P-1836, Removing Data and licensed Software from Information Technology Storage Devices, available for review under Kennedy Documented Procedures, (AA) at http://wit.ksc.nasa.gov/BusinessWorld/html/ksc_procedures.html 272 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT - -------------------------------------------------------------------------------- 1. CONTRACT ID CODE NAS10-98001 - -------------------------------------------------------------------------------- PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 26 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-6 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 - -------------------------------------------------------------------------------- CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 MR 991003 S-6 $2,200,031.00 Increase - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- |X| D. OTHER (Specify type of modification and authority) Contract Provision B-5, Options to Extend the Period of Contract. - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Marlo F. Krisberg - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Marlo F. Krisberg 9-8-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 273 NAS10-98001 Modification 26 Page 2 of 2 A. The purpose of this modification is to exercise the option period commencing October 1, 1999 through September 30, 2000. The estimated contract value, as shown on Table B-3.A, for option period 10/01/99 - 9/30/00 in the amount of $17,699,862 was utilized as the basis for establishing the estimated contract value for this option period. B. In addition, this modification incrementally funds this contract with an additional $2,200,031.00. Table B-12 has been updated to reflect the allotment of this addition incremental funding. C. As a result of these changes, Tables B-3.A and B-12 (pages 8.1 and 14) of the subject contract, as revised, are hereby deleted in their entirety and the enclosed Tables B-3.A and B-12 (pages 8.1 and 14) are substituted in lieu thereof. 274 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 27 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- [X] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/Timothy W. Pugh 9-9-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 275 NAS10-98001 Modification 27 Page 2 of 2 A. The purpose of this modification is to delete / revise the following Data Requirements List Documents (DRD): - --------------------------------------------------------------------------- DRD # TITLE REV. STATUS - --------------------------------------------------------------------------- DRD-002 Metrics Data Report Revised - --------------------------------------------------------------------------- DRD-003 NF 533 Revised - --------------------------------------------------------------------------- DRD-015 Project Status Report Revised - --------------------------------------------------------------------------- DRD-017 Maintenance Status Report Deleted - --------------------------------------------------------------------------- DRD-018 Task Order Summary Report Deleted - --------------------------------------------------------------------------- DRD-023 Summary Labor Report Deleted - --------------------------------------------------------------------------- DRD-024 Task Order Revision Status Report Deleted - --------------------------------------------------------------------------- DRD-027 Task Order Procurement Status Revised Report - --------------------------------------------------------------------------- DRD-028 Contractor Workforce and Funding Deleted Authority Summary Report - --------------------------------------------------------------------------- DRD-029 Contractor Resource Management Deleted Summary and Concerns Report - --------------------------------------------------------------------------- DRD-030 Work Plans (Task Order Plans) Revised - --------------------------------------------------------------------------- Attachment 1 to this modification provides Section J, Attachment J-1, Appendix 1, Data Requirements List replacement pages that reflect the revisions to the DRDs indicated above. B. In addition, the Section J, Attachment J-3, Wage Determination is hereby deleted and replaced with Wage Determination No. 94-2118, Revision No. 12, Dated 05/28/99 which is provided herein as Attachment 2 to this modification. C. In order to reflect the exercise of option for the period of 10/1/99 - 9/30/00 accomplished via Modification #26, the first sentence in Section F, Article F-2 is changed to read as follows: "The period of performance of this contract, through the exercise of option 2, is October 1,1997 through September 30, 2000". Replacement page 21 that reflects this new language is provided herein as Attachment 3. 276 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 28 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U.S. Small Business Administration 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /s/Larry Tuttle 9/22/99 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/Timothy W. Pugh 9-22-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 277 NAS10-98001 Modification 28 Page 2 of 2 A. The purpose of this modification is to normalize the maximum labor hours identified in the contract for each optional contract period to reflect productive labor, inclusive of subcontractor labor hours and overtime, only. The conversion is necessary to relate the Task Order productive effort to contract value productive authority for incentive fee evaluation purposes. The results of this normalization of hours are reflected in the attached revised contract page 7.1. B. The estimated cost for the option periods as depicted on page 8.2.1, Table B-3.A remain unchanged by this modification. However, the direct labor rate as depicted on page 9.1, Table B-5.B require adjustment for proper calculation of estimated cost of incremental increase of effort during the option periods. The results of these rate adjustments are reflected on the attached revised page 9.1, Table B-5.B. C. The available award fee and target incentive fee amounts as depicted on page 8.2.1, Table B-3.C remain unchanged by this modification. However, the available award fee and target incentive fee rates are hereby changed to reflect the impact of the revised base of productive hours for proper calculation of available fee for incremental increases of effort during the option periods. The results of these adjustments are reflected on the attached revised page 9.1, Table B-5.B. 278 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 29 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-7 - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. |X| NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $2,750,355.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,750,355.00 as reflected in Table B-12 for a revised total of $51,108,310.00. Funding is adequate for contract performance through December 01, 1999. B. As a result of the above change, page 14 of subject contract, as revised is deleted and the enclosed page 1 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-24-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 279 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 30 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-8 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/34/99 $330,000.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $330,000.00 as reflected in Table B-12 for a revised total of $51,438,310.00. Funding is adequate for contract performance through December 15, 1999. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 9-30-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 280 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 31 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO BP John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 $2,239,277.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $2,239,277.00 as reflected in Table B-12 for a revised total of $53,677,587.00. Funding is adequate for contract performance through January 25, 2000. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 14 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 10-20-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 281 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 32 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 991003 S-8 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 5) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 N. Suite 300 100 S. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended. |_| Is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52-243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- X D. OTHER (Specify type of modification and authority) Unilateral Modification in accordance with J-4 EDC Award Fee Evaluation Plan. - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. This contract modification reflects the performance rating, earned interest fee, and earned incentive fee for the period October 1, 1998, through September 30, 1999 as follows: Rating:95 Earned Award Fee: $674,000 Earned Incentive Fee: $358,600 Total Earned Award / Incentive Fee: $1,032,600 Note: Provisional award fee payments disbursed during this performance period in the amount of $545,592 are hereby deducted from the earned award / Incentive fee for a NET AMOUNT DUE OF $487,008.00 - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 11-17-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. PREVIOUS EDITION UNUSABLE 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 282 NAS10-98001 Modification No. 32 Page 2 of 2 B. The fee determination reflected above is hereby implemented via the following changes to the contract: 1. Contract Tables B-3.A, B-3.C, and B-12 are revised to reflect the value of the earned award/ incentive fee for this period. 2. The contract value for CY2 is adjusted by $31,800, from $24,485,036 to $24,516,836, to reflect the amount of earned award / incentive fee. C. The following page changes are made by this modification: Remove Pages Replace Pages ------------ ------------- 8.1 8.1 8.2.1 8.2.1 14 14 In accordance with Contract Article B-3, Contract Value, paragraph E., Earned Incentive Fee (EIF), the actual cost was derived from the Contractor's September 533 Report for the calculation of EIF. In addition, the EIF depicted on this modification is considered final and not subject to later adjustment based upon cost disallowance, final indirect rates or accounting adjustments. 283 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 33 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-1 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd., 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- (x) 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 $9,755,565.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $9,755,565.00 as reflected in Table B-12 for a revised total of $63,433,152.00. Funding is adequate for contract performance through May 12, 2000, per Dynacs e-mail dated 12/07/99. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 1[ILLEGIBLE] is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 12-13-99 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 284 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE NAS10-98001 PAGE OF PAGES 1 2 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 34 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor Prime Contractor ------------- ---------------- Dynacs Engineering Co., Inc. U. S. Small Business Admin. 35111 US Hwy 19 N., Suite 300 100 S. Biscayne Blvd., 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 10/1/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52.243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full effect. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry J. Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /S/LARRY J. TUTTLE 2/22/00 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 2/22/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 285 NAS 10-98001 Modification 34 Page 2 of 2 It has been recognized that NASA may require the Contractor to perform design, contract surveillance, construction, and modification of facilities functions. It is anticipated that these construction of facilities efforts will be incidental to the associated research and development activities required under the Contract. The purpose of this modification is to add this additional scope to the statement of work and to incorporate the associated contract clauses as follows: A. ARTICLE B-12 NFS 1582.232-81 CONTRACT FUNDING (JUN 1990) is revised to apply the provisions of the "Limitations of Funds" Clause separately to each construction of facilities effort. A full text version of the revised contract clause is reflected on the attached revised page 13. In addition, a new Contract Table B-12 A Facilities Projects: Values and Funding, which delineates the level of funding provided by NASA for the accomplishment of each construction effort, is attached as a new contract page 14 A. B. Contract Section I, ARTICLE I-1, FAR 52.252-2 CLAUSES INCORPORATED BY REFERENCE (JUN 1988) has been updated to incorporate the FAR Construction Clauses. The attached replacement / new contract pages 38, 38 A, 38 B, and 39, define these additional clauses. C. The scope of work as defined in Contract Attachment J-1, Statement of Work, has been revised to include services for the design, contract surveillance, construction and modification to facilities. Statement of Work replacement pages 49, 50, and 51 are attached hereto. 286 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 35 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd. 7th fl. Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) CW-1/2590C/40-00-00/52/00 MR 001003 S-2 $8,742,217.00 INCREASE - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- X B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return 4 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) A. The purpose of this modification is to incrementally fund the contract with an additional $8,742,217.00 as reflected in Table B-12 for a revised total of $72,175,369.00. Funding is adequate for contract performance through September 30, 2000, per Dynacs e-mail dated February 16, 2000. B. As a result of the above change, page 14 of subject contract, as revised, is deleted and the enclosed page 1 [ILLEGIBLE] is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 2/16/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 287 AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 1 - -------------------------------------------------------------------------------- 2. AMENDMENT/MODIFICATION NO. 36 - -------------------------------------------------------------------------------- 3. EFFECTIVE DATE See Block 16C - -------------------------------------------------------------------------------- 4. REQUISITION/PURCHASE REQ. NO. MR 001003 S-2 (F) - -------------------------------------------------------------------------------- 5. PROJECT NO. (If applicable) - -------------------------------------------------------------------------------- 6. ISSUED BY CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 7. ADMINISTERED BY (If other than Item 6) CODE OP-OSO John F. Kennedy Space Center, NASA Procurement Office Kennedy Space Center, FL 32899 - -------------------------------------------------------------------------------- 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) Subcontractor: Prime Contractor: Dynacs Engineering Company, Inc. U. S. Small Business Administration 35111 US Hwy 19 North, Suite 300 100 So. Biscayne Blvd. 7th Floor Palm Harbor, FL 34684 Miami, FL 33131 Subcontract Number: 0455-97-706158 CODE FACILITY CODE - -------------------------------------------------------------------------------- |X| 9A. AMENDMENT OF SOLICITATION NO. - -------------------------------------------------------------------------------- 9B. DATED (SEE ITEM 11) - -------------------------------------------------------------------------------- X 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS10-98001 - -------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) 9/22/97 - -------------------------------------------------------------------------------- 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - -------------------------------------------------------------------------------- |_| The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning __ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (C) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - -------------------------------------------------------------------------------- 12. ACCOUNTING AND APPROPRIATION DATA (If required) - -------------------------------------------------------------------------------- 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - -------------------------------------------------------------------------------- A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - -------------------------------------------------------------------------------- B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - -------------------------------------------------------------------------------- X C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF FAR 52.243-2 CHANGES COST REIMBURSEMENT (AUG 1989) ALTERNATE I (APR 1984) AND MUTUAL AGREEMENT OF THE PARTIES - -------------------------------------------------------------------------------- D. OTHER (Specify type of modification and authority) - -------------------------------------------------------------------------------- E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 3 copies to the issuing office. - -------------------------------------------------------------------------------- 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) The purpose of this modification is to allow rent-free use of the NASA - GSA vehicles identified in the enclosed change to Contract Attachment J-2. As a result of this change, page 118 of subject contract, as revised, is deleted and the enclosed page 118 is substituted in lieu thereof. - -------------------------------------------------------------------------------- 15A. NAME AND TITLE OF SIGNER (Type or print) Larry T. Tuttle, Business Manager - -------------------------------------------------------------------------------- 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED /S/LARRY T. TUTTLE, 2/22/00 --------------------------------------- (Signature of person authorized to sign) - -------------------------------------------------------------------------------- 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Timothy W. Pugh Contracting Officer - -------------------------------------------------------------------------------- 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /S/TIMOTHY W. PUGH 3/7/00 ------------------------ (Signature of Contracting Officer) - -------------------------------------------------------------------------------- NSN 7540-01-152-8070 30-105 STANDARD FORM 30 PREVIOUS EDITION UNUSABLE (REV. 10-83) Prescribed by GSA CONTRACTOR'S COPY FAR (48 CFR) 53.243 EX-10.4 4 ex10-4.txt CONTRACT WITH NASA 1 Exhibit 10.4 ==================================================================================================================================== SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER > RATING PAGE UNDER DPAS (15 CFR 350) 1 OF 153 ==================================================================================================================================== 2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NO. NAS3-98008 RFP 3-085970 |_| SEALED BID (IFB) 9-30-97 085970 |X| NEGOTIATED (RFP) - ------------------------------------------------------------------------------------------------------------------------------------ 7. ISSUED BY CODE 0616/TAS 8. ADDRESS OFFER TO (If other than Item 7) NASA Lewis Research center ------------------ Attn: Thomas A. Spicer, Services and Construction Branch 21000 Brookpark Road, Mail Stop 500-312 Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder" - ------------------------------------------------------------------------------------------------------------------------------------ SOLICITATION - ------------------------------------------------------------------------------------------------------------------------------------ 9. Sealed offers in original and 10 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in D.E.B. Building, Room 1301 until 4:30 P.M. local time, on 10-30-1997 (date). CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L. Provision No. 52.214-7 or 52.214-10. All offers are subject to all terms and conditions contained in this solicitation. - ------------------------------------------------------------------------------------------------------------------------------------ 10. FOR INFORMATION > A. NAME B. TELEPHONE NO. (Include area code) (NO COLLECT CALLS) CALL: Thomas A. Spicer (216) 433-2762 - ------------------------------------------------------------------------------------------------------------------------------------ 11. TABLE OF CONTENTS - ------------------------------------------------------------------------------------------------------------------------------------ (X) SEC. DESCRIPTION PAGE(S) (X) SEC. DESCRIPTION PAGE(S) - ------------------------------------------------------------------------------------------------------------------------------------ PART I - THE SCHEDULE PART II - CONTRACT CLAUSES - ------------------------------------------------------------------------------------------------------------------------------------ |X| A SOLICITATION/CONTRACT FORM 1 |X| I CONTRACT CLAUSES 40 - ------------------------------------------------------------------------------------------------------------------------------------ |X| B SUPPLIES OR SERVICES AND PRICES/COSTS 4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH. - ------------------------------------------------------------------------------------------------------------------------------------ |X| C DESCRIPTION/SPECS/WORK STATEMENT 7 |X| J LIST OF ATTACHMENTS 61 - ------------------------------------------------------------------------------------------------------------------------------------ |X| D PACKAGING AND MARKING 1 PART IV - REPRESENTATIONS AND INSTRUCTIONS - ------------------------------------------------------------------------------------------------------------------------------------ |X| E INSPECTION AND ACCEPTANCE 1 |X| K REPRESENTATIONS, CERTIFICATIONS AND - ------------------------------------------------------------------------------------------------------------------------------------ |X| F DELIVERIES OR PERFORMANCE 4 OTHER STATEMENTS OF OFFERORS - ------------------------------------------------------------------------------------------------------------------------------------ |X| G CONTRACT ADMINISTRATION DATA 18 |X| L INSTRS., CONDS., AND NOTICES TO OFFERORS - ------------------------------------------------------------------------------------------------------------------------------------ |X| H SPECIAL CONTRACT REQUIREMENTS 16 |X| M. EVALUATION FACTORS FOR AWARD - ------------------------------------------------------------------------------------------------------------------------------------ OFFER (Must be fully completed by offeror) - ------------------------------------------------------------------------------------------------------------------------------------ NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period. - ------------------------------------------------------------------------------------------------------------------------------------ 12. In compliance with the above, the undersigned agrees, if this offer is accepted within ____ calendar days (60 calendar days unless a different period in inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule. - ------------------------------------------------------------------------------------------------------------------------------------ 13. DISCOUNT FOR PROMPT PAYMENT > 10 CALENDAR DAYS 20 CALENDAR DAYS 30 CALENDAR DAYS CALENDAR DAYS See Section I, clause No. 52-232-8) % % % % - ------------------------------------------------------------------------------------------------------------------------------------ 14. ACKNOWLEDGEMENT OF AMENDMENTS (The offeror AMENDMENT NO DATE AMENDMENT NO DATE acknowledges receipt of amendments to the SOLICITATION ------------------------------------------------------------------- For offerors and related documents numbered and dated: ------------------------------------------------------------------- - ------------------------------------------------------------------------------------------------------------------------------------ 15. NAME AND CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN ADDRESS OF ----------------- ------------------ OFFER (type or print) OFFEROR - ------------------------------------------------------------------------------------------------------------------------------------ 15B. TELEPHONE NO. 15C. CHECK IF REMITTANCE ADDRESS 17. SIGNATURE 18. OFFER DATE (Include area code) IS DIFFERENT FROM ABOVE - ENTER |_| SUCH ADDRESS IN SCHEDULE - ------------------------------------------------------------------------------------------------------------------------------------ AWARD (To be completed by Government) - ------------------------------------------------------------------------------------------------------------------------------------ 19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION See Clause B-2 - ------------------------------------------------------------------------------------------------------------------------------------ 22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION 23. SUBMIT INVOICES TO ADDRESS SHOW IN: > ITEM |_| 10 U.S.C. 22304(c) ( ) |_| 41 U.S.C. 253(c) ( ) (4 copies unless otherwise specified) - ------------------------------------------------------------------------------------------------------------------------------------ 24. ADMINISTERED BY (if other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE See Signature Page A-2 ----------- NASA Lewis Research Center --------------------- Commercial Accounts MS 500-303 2100 Brookpark Road Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice ====================================================================================================================================
2 Prime Contract Number: NAS3-98008 Subcontract Number: 98-800590 SIGNATURE PAGE SUBCONTRACTOR: Dynacs Engineering Co., Inc 28870 U.S. Hwy. 19 N. Ste. 405 Clearwater, FL 34621 Name: [ILLEGIBLE] Title: [ILLEGIBLE] Signature: /s/ [ILLEGIBLE] Date: Dec. [ILLEGIBLE] PRIME CONTRACTOR: U.S. Small Business Administration Miami District Office 1320 South Dixie Highway, Third Floor Coral Cable, FL 33148 Name: G. REY-MORAN Contracting Officer Signature: /s/ G. Rey-Moran Date: 12/20/97 PROCURING AGENCY: NASA Lewis Research Center Services & Construction Branch, MS 500-312 21000 Brookpark Road Cleveland, OH 44135 Name: Thomas A. Spicer Contracting Officer Signature: /s/ Thomas A. Spicer Date: 12/17/97 A - 2 3 RFP3-085970 Section B PART I - THE SCHEDULE SECTION B SUPPLIES OR SERVICES AND PRICE/COSTS ------------------------------------ B.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE NOTICE: The following solicitation provision and/or contract clauses pertinent to this section are hereby incorporated by reference: I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE NUMBER DATE TITLE ------ ---- ----- No FAR by reference clauses in Section B.
II. NASA FEDERAL ACQUISITION REGULATION SUPPLEMENT (48 CFR CHAPTER 18)
CLAUSE NUMBER DATE TITLE ------ ---- ----- No FAR by reference clause in Section 8.
(End of Clause) B.2 GENERAL Pursuant to the Federal Acquisition Regulation (FAR) Parts 16.501-2 and 16.504, this contract is defined as an indefinite quantity type. The contract provides for an indefinite quantity, within stated limits, of supplies or services to be furnished during a fixed period, with deliveries or performance to be scheduled by placing orders with the Contractor. The total minimum and maximum dollar value of supplies or services to be acquired under the contract are set forth below: Contract Minimum: The Government will issue Task Order(s) under this contract which provide for a minimum of $6,000,000 for the 27 months of performance. Page B - 1 Supplies or Services and Price/Costs 12/17/97 4 RFP3-085970 Section B Contract Maximum: The Government issued Task Order(s) under this contract shall not exceed a maximum of $43,760,345 (Cost=$42,185,846; Fee/Profit=1,574,500) for the 27 months of performance. Task Order(s) will be issued on either a firm fixed price (PFP) basis or on a cost reimbursable (CR) basis. Ten percent of the technical hours (86,940 hours) have the potential of being worked under fixed priced task orders. The profit will be $2.34/technical hour agreed to at task acceptance. The maximum total fixed fee for 27 months is $203,161. Ninety percent of the technical hours (782,460 hours) have the potential of being worked under cost plus award fee task orders. The award fee periods, award fee per technical hour, and the maximum award fee pool is as follows:
Period Fee Per Tech. Hour Maximum AF Pool ------ ------------------ --------------- 1 JAN 1-JUN 30, 1998 $1.71 $446,002 2 JUL 1-DEC 31, 1998 $1.70 $332,546 3 JAN 1-JUN 30, 1999 $1.80 $234,738 4 JUL 1,99-MAR 1,00 $1.83 $357,975
(a) FIRM FIXED PRICE TASK ORDERS Firm fixed price task orders will be issued for work that can be well defined and for which a fair and reasonable price can be obtained. The price is not subject to any adjustment on the basis of contract cost experience. (b) COST-REIMBURSEMENT TASK ORDERS Work performed by the Contractor will be reimbursed based upon allowable costs incurred, subject to negotiated limitations. (c) AWARD FEE Based upon the Contractor's overall performance, an award fee may be provided to the Contractor. The amount of fee will be determined by the Government. The award fee pool will be divided into two parts. The first part will consider the contract administration and cost control. The second part will consider task order performance. (End of Clause) Page B - 2 Supplies or Services and Price/Costs 12/17/97 5 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES NAS3-98008 1 407 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) Modification Number Three (03) 7/23/99 NONE SETAR II - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 7830/Lupson 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Glenn Research Center Services & Construction Branch (M.S. 500-312) 21000 Brookpark Road Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |X| 9A. AMENDMENT OF SOLICITATION NO. Dynacs Engineering Company Inc. --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. --------------------------------------------- |X| 10B. DATED (SEE ITEM 13) CODE FACILITY CODE 12/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - ------------------------------------------------------------------------------------------------------------------------------------ |_| D. OTHER (Specify type of modification and authority) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor is not required to sign this document and return __ copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) (SEE ATTACHED PAGES) - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) /s/ Thomas A. Spicer Thomas A. Spicer / Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED Vice President & Program Manager 7/7/99 BY BY /s/ [ILLEGIBLE] ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-807030-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
6 RFP3-085970 Section B SECTION B / REVISED Contract Maximum: The Government issued Task Order(s) under this contract shall not exceed a maximum of $66,797,004 (Cost=564,795,583; Fee/Profit=$2,O0l,421) for the 27 months of performance. Task Order(s) shall be issued on either a Firm Fixed Price (FEP) basis or on a Cost Reimbursable (CR) basis. Ten percent of the technical hours (111,065 hours) have the potential of being worked under fixed priced task order(s). The profit will be $2.34/technical hour agreed to at task acceptance. The maximum total fixed fee for 27 months is $259,892. Ninety percent of the technical hours (999,582 hours) have the potential of being worked Under cost plus award fee task order(s). The Award Fee periods, award fee per technical hour, and the maximum award fee pool is as follows:
Period Fee Per Tech. Hour Maximum Award Fee Pool ------ ------------------ ---------------------- 1 Jun 1/98-Feb 28/99 * * 2 Mar 1/99-Aug 3 1/99 * * 3 Sep 1/99-Feb 28/00 * * 4 Mar 1/00-Aug 31/00 * * ---------- ---------- * * TOTAL
(a) FIRM FIXED PRICE TASK ORDERS Firm Fixed Price task order(s) shall be issued for work that can be well defined and for which a fair and reasonable price can be obtained. The price is not subject to any adjustment on the basis of contract cost experience. (b) COST - REIMBURSEMENT TASK ORDERS Work performed by the contractor shall be reimbursed based upon allowable costs incurred, subject to negotiated limitations. (c) AWARD FEE Based upon the Contractor's overall performance, an award fee may be provided to the Contractor. The amount of fee will be determined by the Government. The award fee pool will be divided into two parts. The first part will consider the contract administration and cost control. The second part will consider task order performance. (End Of Clause) *Confidential information has been omitted and filed separately with the Commission Page B-2 / Revised 7 RFP3-085970 Section B B.3 CONTRACT FUNDING (NOV 1996) Funds will be obligated against this contract by a separate document, "Order for Supplies of Services" (Form 347), as Task Orders are placed. Each Form 347 will specify the Accounting and Appropriation data, and the NASA division to be supported. Clause 52.232-22, entitled 'Limitation of Funds" will apply to the total amount of funding available on the contract for the purposes of the "notification" requirement. However, each Task Order will have a funding limit to which the "Limitation of Funds" clause applies. (End of Clause) B.4 AWARD FEE POOL (SEPT 1997) (a) The Contractor can earn award fee from zero dollars to the maximum TBD. (b) Beginning 6 months after the effective date of this contract, the Government shall evaluate the Contractor's performance every 6 months (with the exception of the last period, which will be 9 months) to determine the amount of fee earned by the Contractor during the period. The Contractor may submit a self-evaluation of performance for each evaluation period under consideration. These self-evaluations will be considered by the Government in its evaluation. The Government's Fee Determination Official (FDO) will determine the fee amounts based on the Contractor's performance in accordance with the performance evaluation plan. The plan may be revised unilaterally by the Government prior to the beginning of any rating period to redirect emphasis. (c) The Government will advise the Contractor in writing of the evaluation results. The NASA LeRC Financial Management Division will make payment based upon issuance of unilateral modification by the Contracting Officer. (d) The amount of award fee which can be awarded in each evaluation period is limited to the amount of TBD. Award fee which is not earned in an evaluation period will not be reallocated to future evaluation periods. If Government directed descoping occurs, the amount of fee available will unilaterally be reduced as a direct correlation to the percentage of descoped work. (e) (1) Pending a determination of the amount of fee earned for an evaluation period, a portion of the availability fee for that period will be paid to the Contractor on a not more often than monthly basis. The portion paid will be 50 percent Page B - 3 Supplies or Services and Price/Costs 12/17/97 8 RFP3-085970 Section B of the current period's available amount; provided, however, that when the Contracting Officer determines that the Contractor will not achieve a level of performance commensurate with the provisional rate, a payment of provisional fee will be discontinued or reduced in such amounts as the Contracting Officer deems appropriate. The Contracting Officer shall notify the Contractor in writing if it is determined that such discontinuance or reduction is appropriate. The determination is not subject to the Disputes Clause. (2) In the event the amount of fee earned, as determined by the FDO, is less than the sum of provisional payments made for that period, the Contractor will either credit the next payment voucher for the amount of overpayment or refund the difference to the Government, as directed by the Contracting Officer. (f) After 85 percent of the potential fee has been paid, the Contracting Officer may direct the withholding of further payment of fee until a reserve is set aside in an amount that the Contracting Officer considers necessary to protect the Government's interest. This reserve shall not exceed 15 percent of the total potential fee. (End of Clause) B.5 SUPPLIES AND/OR SERVICES TO BE FURNISHED (NASA 18-52.210-72) (SEPT 1990) The Contractor shall provide all resources (except as may be expressly stated in this contract as furnished by the Government) necessary to furnish the items in accordance with the Statement of Work (SOW) in Section C. (End of Clause) (END OF SECTION) Page B - 4 Supplies or Services and Price/Costs 12/17/97 9 RFP3-085970 Section C SECTION C - DESCRIPTION/SPECIFICATION /WORK STATEMENT ------------------------------------- STATEMENT OF WORK FOR SCIENTIFIC, ENGINEERING, TECHNICAL, ADMINISTRATIVE AND RELATED TASKS C.1 PURPOSE This Statement of Work defines the requirements for performance-based technical tasks to assist the NASA Lewis Research Center (LeRC) in meeting the objectives of its research and development activities. These requirements include, but are not limited to, technical tasks in the areas of aeronautics, microgravity sciences, space power and propulsion and related science and technology. C.2 SCOPE The Contractor shall perform engineering, scientific, technical, administrative, and related tasks, issued hereunder by the Contracting Officer, or his authorized representative. These activities fall into broad categories as outlined below, but need not be limited to the activities noted. Individual task order requirements may involve any or all categories of activities. All tasks issued under this contract shall be performance-based tasks. In addition, within the scope of this Statement of Work, these performance-based tasks will require either: (1) application of the specialized skills of a single individual; (2) a well-defined, multi-disciplined effort; (3) or a well-defined, multi-disciplined effort with tasks which require close integration with tasks performed by NASA personnel to comprehensively address all facets of a complex research or flight program. For each task the Contractor will also be responsible for estimating costs, establishing budgets, developing a major milestone schedule, monitoring actual progress against Page C -1 Description/Specification/ Work Statement 12/17/97 10 RFP3-085970 Section C plan, identifying problems, and taking appropriate corrective action. These responsibilities are in addition to the actual execution of the technical requirements. Tasks will encompass the broad scope of mission responsibilities at the LeRC, and include: research and technology, engineering design and development operations and administration/management. C.2.1 Research and Technology Develop and apply mathematical and theoretical analyses in engineering and science disciplines. Perform analytical and experimental investigations of concepts, components, and systems. Perform conceptual design studies of advanced propulsion and power components and systems, and perform mission analysis studies. Prepare and conduct tests and acquire data. Interpret and analyze test data. Develop, update, adapt and utilize computer application programs. Adapt computer programs to parallel processing hardware and workstation networking. Compare test data with calculated results. Prepare technical reports. C.2.2 Operations Translate experimental requirements into designs and hardware. Design, develop, install, and maintain experimental systems. Develop test documentation including checkout, calibration, and operating procedures. Coordinate professional and technician groups supporting testing operations. Prepare safety documentation and participate in institutional and manned-flight phased safety reviews. Lead or conduct experimental tests. Validate data and prepare technical reports. Provide facility documentation and configuration control. C.2.3 Engineering Design and Development Perform engineering and manufacturing for all phases of development of aeronautical and space systems. This includes conceptual formulation, requirements analysis, design, development, fabrication, functional and environmental test, assembly, integration, operation, operational software development, assurances of safety, reliability, and quality, and related analyses for space flight hardware flown on manned or unmanned vehicles. Page C-2 Description/Specification/Work Statement 12/17/97 11 RFP3-085970 Section C For human-rated projects, also perform engineering in systems safety, materials, reliability, maintainability and associated analysis disciplines necessary to assure compliance with NASA manned space flight hardware requirements. C.2.4 Administrative/Management Plan projects including resource requirements estimates, schedules, and progress evaluations. Develop and maintain record keeping systems, documentation, and schedules. Conduct workshops, symposiums and conferences. Prepare management information reports. Prepare technical presentation material. Edit reports and documentation for publication. C.3 SPECIFIC WORK REQUIREMENTS The work shall be accomplished at LeRC or at the Contractor's local facility, with travel to other locations as required. Task orders will provide the availability of Government facilities, laboratories, equipment, and support services. All work performed under this contract shall be in accordance with established and applicable LeRC documents for requirements, standards, specifications and instructions such as shuffle safety requirements, environmental impact statements, safety, reliability and quality assurance, and engineering standards. C.3.1 Typical Work Areas Listed below are typical work areas to be performed under this contract The list below is not all inclusive and Government reserves the right to require the performance of work considered within C.2, "Scope." C.3.1.1 Perform conceptual design studies of advanced aircraft propulsion systems, hypersonic and gas turbine propulsion systems and components. Conduct engineering analysis and design of rotors, rotor blades, stator blades, bearings, seals, inlets, nozzles, combustors, instrumentation and other hardware in support of advanced aeronautical propulsion systems. Conduct experimental test programs. Page C-3 Description/Specification/Work Statement 12/17/97 12 RFP3-085970 Section C C.3.1.2 Perform research and development of instrumentation and control systems for aerospace applications. Develop high speed actuation systems, high response survey probes, and associated data acquisition systems for gas turbine engine research. Conduct engineering analysis and design of: control consoles, electrical systems for power, controls, and data processing; remotely controlled devices and instrumentation at high ambient and cryogenic temperatures. C.3.1.3 Perform research on the use of optics in propulsion control systems. C.3.1.4 Perform materials research activities for non-strategic alloys, thermal barrier coatings, degradation mechanisms, non-destructive evaluation, advanced ceramics, mechanical properties of ceramics, ceramics matrix composites, advanced composites for aircraft engine applications, and icephobic resins. Support research on the influence of low-gravity environments on solidification and containerless melting. Update computer models that relate microstructure to mechanical properties of materials. Maintain metallographic services for research programs. C.3.1.5 Perform high-temperature fatigue crack initiation and propagation experiments on advanced metallic alloys, composites, and ceramics using computer-controlled, closed-loop testing machines. C.3.1.6 Operate high temperature fatigue and structures experimental facilities involving controls instrumentation, data acquisition and servo-hydraulic loading systems. C.3.1.7 Conduct studies in the area of tribology. C.3.1.8 Perform experimental power-transfer research programs involving bearings, seals, shafting, gear and traction elements. Perform experimental research testing on conventional and hybrid advanced transmissions. Page C-4 Description/Specification/Work Statement 12/17/97 13 RFP3-085970 Section C C.3.1.9 Perform the engineering analysis and design of dynamic space power systems including Stirling, Brayton and Rankine energy conversion components, heat receiver/thermal storage, mirrors, and liquid droplet radiator thermal rejection systems. C.3.1.10 Perform advanced space power systems research and development in such areas as photovoltaics, electrochemistry, power management and distribution, thermal systems and thermal management subsystems. Validate technology for advanced space power applications relating to low earth orbit space station power systems and space station power system evolutionary growth capabilities. C.3.1.11 Perform advanced space propulsion systems research and development in such areas as Earth-to-Orbit vehicles, orbital transfer vehicles, and auxiliary propulsion for space platforms, spacecraft, launch and orbital transfer vehicles. Perform analyses of advanced space propulsion systems and mission scenarios. Conduct analysis and perform experiments to advance the technology of advanced space propulsion components. C.3.1.12 Perform experimental and/or theoretical studies in the general area of reduced gravity fluid mechanics and present research results at technical meetings. Evaluate and demonstrate appropriate diagnostic techniques for selected reduced gravity fluids experiments. C.3.1.13 Perform mechanical and electrical operations engineering in the LeRC Aeropropulsion test facilities, including the following functions: research test hardware design; daily test operations support; facility operation and maintenance; engineering associated with design, assembly, and operations of test support equipment, test instrumentation, data, and control systems; and computer simulation, engineering studies and analysis to support facility modifications, experiment design and experiment operation. Page C-5 Description/Specification/Work Statement 12/17/97 14 RFP3-085970 Section C C.3.1.14 Perform mechanical and electrical engineering activities required for the documentation, configuration control and maintenance of the LeRC Aeropropulsion test facilities. C.3.1.15 Analyze and design the flow systems for jet fuels, gaseous or liquid hydrogen or oxygen, high pressure air, cryogenics, high vacuum and other fluids and mixtures. C.3.1.16 Analyze and design closed-loop automatic controls for regulation of interactive hydraulic and pneumatic systems. This will require analysis of non-steady-state phenomena and transient response. Systems designed utilize computer type programmable controllers and micro processors. C.3.1.17 Perform the engineering and electronic design of photovoltaic arrays, electrochemical energy storage, DC/AC high voltage power management and distribution components, subsystems, systems hardware and test facilities and electronic circuits and systems layouts and packaging for communications. C.3.1.18 Analyze, design and develop Space Transportation System (STS or "Space Shuttle") and International Space Station flight experiments including requirements definition, software, configuration control, hardware fabrication, verification testing, logistics and support for shuttle integration. C.3.1.19 Perform structural response analyses and experiments of aerospace power and propulsion system components considering nonlinearities due to high temperatures, unsteady aerodynamic and structural coupling, vibratory and transient structural response under centrifugal and gyroscopic loads. Perform analyses and experiments to support the development of nonlinear constitutive modeling theories. C.3.1.20 Develop structural analysis computer codes including probabilistic analysis methods, structural tailoring and optimization, and fiber composite laminate analysis. Also, develop finite element models Page C-6 Description/Specification/Work Statement 12/17/97 15 RFP3-085970 Section C and performing structural analyses of these models representing complex aerospace propulsion and power system components. C.3.1.21 Develop and implement prediction codes for ice accretion. Develop experimental icing tests and methods. Analyze experimental icing data. C.4 TASK ORDER ACCOUNTING TASK ORDER DATABASE The Contractor shall provide computer support services to the NASA COTR and ACOTR to maintain a comprehensive task order status database. The database shall provide administrative and financial information to track and monitor funding and costing for each task order. The database shall also be capable of award fee score input and data reduction. TASK ORDER REPORTING The Contractor shall provide a Technical Progress Report and a Cost Report for each task order coinciding with the submission of the monthly 533M report. The monthly Technical Progress Report will detail key technical accomplishments, issues and action items. The report shall be forwarded to the Technical Representative responsible for the task. A computer disk containing all the technical progress reports will be forwarded to the COTR. The monthly Cost Report will contain a detailed cost breakdown by cost element for the current month, fiscal year, and contract to date charges- The report will also reflect funding to date, funding balance and the current burnrate for the task. The report shall be forwarded to the Technical Representative responsible for the task. C.5 OTHER REPORTS From time to time the Contracting Officer or COTR may request special reports which shall be provided. Page C - 7 Description/Specification/Work Statement 12/17/97 16 RFP3-085970 Section D SECTION D PACKAGING AND MARKING --------------------- D.1 MARKING INSTRUCTIONS (LERC 52.246-90) (JAN 1987) (a) The Contractor shall mark each shipment with the following address(es): National Aeronautics and Space Administration Lewis Research Center 21000 Brookpark Road Cleveland, OH 44135 Receiving, Bldg. 21 (Attn: Sandra L. Hardy) (b) In addition, the contract number and the number of each container in the shipment shall be marked in consecutive order, beginning with No. 1, on the opposite side of each container. (c) Each container shall include a packing list. (End of Clause) (END OF SECTION) Page D-1 Packaging and Marking 12/17/97 17 RFP3-085970 Section E SECTION E INSPECTION AND ACCEPTANCE ------------------------- E.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE NOTICE: The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference: I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE NUMBER DATE TITLE ------ ---- ----- 52.246-2 AUG 1996 INSPECTION OF SUPPLIES--FIXED PRICE 52.246-3 APR 1984 INSPECTION OF SUPPLIES--COST-REIMBURSEMENT 52.246-4 AUG 1996 INSPECTION OF SERVICES--FIXED PRICE 52-246-5 APR 1984 INSPECTION OF SERVICES--COST-REIMBURSEMENT 52-246-16 APR 1984 RESPONSIBILITY FOR SUPPLIES
II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES No NASA by reference clauses in Section E. (End of Clause) E.2 INSPECTION AND ACCEPTANCE (LERC 52.246-92) (JANUARY 1987) Final inspection and acceptance of all work performed under this contract, including all deliverable items, will be performed at destination. (End of Clause) Page E - 1 Inspection and Acceptance 12/17/97 18 RFP3-085970 Section F SECTION F DELIVERIES OR PERFORMANCE ------------------------- F.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE NOTICE: The following Federal Acquisition Regulation (FAR) contract clauses pertinent to this section are hereby incorporated by reference:
CLAUSE NUMBER DATE TITLE ------ ---- ----- 52.211-15 SEP 1990 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS 52.242-15 AUG 1989 STOP-WORK ORDER (ALTERNATE I) (APR 1984) 52.242-17 APR 1984 GOVERNMENT DELAY OF WORK 52.247-34 NOV 1991 F.O.B. DESTINATION (End of Clause)
F.2 PRINCIPAL PLACE OF PERFORMANCE (12-202) (OCT 1985) The effort required under this contract shall be performed at NASA Lewis Research Center. (End of Clause) F.3 DPAS RATING (LeRC 52.212-101) (SEPT 1997) In accordance with Clause 52.211-15 of this contract, the rating is DO-C9. (End of Clause) Page F-1 Deliveries or Performance 12/17/97 19 RFP3-085970 Section F F.4 PERIOD OF PERFORMANCE (LeRC 52.212-93) (JAN 1987) The period of performance hereunder shall be for a period of 27 months commencing on the award of this contract. The period of performance is anticipated to be January 1, 1998, through March 31, 2000. (End of Clause) F.5 FINANCIAL MANAGEMENT REPORTS (533 REPORTS) FOR TASK ORDER CONTRACTS (LERC 52.227-116) (AUG 1996) A. Required Reports The Contractor shall submit the following financial reports pursuant to clause 18.52.242-73 "NASA Contractor Financial Management Reporting": |_| Initial Financial Management Report (In NASA Form 533Q format) |_| Monthly Contractor's Schedule Report |X| NASA Form 533M (Monthly Contractor Financial Management Report) |_| NASA Form 533Q (Quarterly Contractor Financial Management Report) (1) The 533 reports shall be prepared in accordance with the instructions contained in the aforementioned clause, NPG 9501.2 (NASA Contractor Financial Management Reporting) and on the reverse of the forms. The Internet address for NPG 9501.2 is: http://www.hq.nasa.gov/office/codeb/npg95012.htm B. Report Periods, Dates and Submission (1) The cutoff date to be used for the 533 Reports is the closing date of the Contractor's accounting month that has just been completed. (2) The first 533M Report shall be submitted within thirty (30) calendar days after incurrence of cost and, as with all subsequent 533M reports, is due not later than ten (10) working days after the close of the contractor's accounting month. Page F -2 Deliveries or Performance 12/17/97 20 RFP3-085970 Section F (3) The reports shall be submitted in the number of copies and to the addresses on the 533M Distribution List, which will be provided at contract start. (End of Clause) F.6 PHASE-IN AND PHASE-OUT (a) Contractor Phase-In The services provided by this contract are vital to the Government's overall effort, and continuity must be maintained at a consistently high level without interruption. The Contractor shall meet full performance requirements from the start date of the contract. The phase-in period shall be approximately 30 calendar days prior to the start date of the contract. Office space will be provided by the Government during the phase-in period. The Contractor shall support a weekly meeting with the preceding Contractor to discuss/identify problems or areas requiring attention during this phase-in period. The Contractor's phase-in plan shall be submitted in accordance with the clause in Section L, SUBFACTOR 2, MANAGEMENT PLAN. (b) Contractor Phase-Out Upon contract expiration, a successor may continue the work requirements and the Contractor shall (1) furnish phase-in training and (2) exercise its best efforts and cooperation to effect an orderly and efficient transition to a successor commencing 60 days prior to contract expiration. The Contractor shall support a weekly meeting with the successor Contractor to discuss/identify problems or areas requiring attention during the phase-out period. (1) The Contractor shall, upon the Contracting Officer's written notice (a) furnish support for the subsequent contractor and phase-out services for up to 60 days prior to contract expiration and (b) negotiate in good faith a plan with a successor to determine the nature and extent of phase-in, phase-out services required. The plan shall specify a training program and a date for transferring responsibilities for each task described in the plan, and shall be subject to Contracting Officer approval. The Contractor remains responsible for the performance of this contract during phase-in for the subsequent contractor and the phase-out period. (2) The Contractor shall allow as many personnel as practicable to remain on the job to help the successor maintain the continuity and consistency of the services required. The Contractor shall disclose necessary personnel records and allow the successor to conduct on-site interviews with the employees. If selected employees Page F - 3 Deliveries or Performance 12/17/97 21 RFP3-085970 Section F are not agreeable to the change, the Contractor shall release them at a mutually agreeable date and comply with Section I, FAR Clause 52.222-41, Service Contract Act of 1965, As Amended (May 1989). (End of Clause) (END OF SECTION) Page F - 4 Deliveries or Performance 12/17/97 22 RFP3-085970 Section G SECTION G CONTRACT ADMINISTRATION DATA ---------------------------- G.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE NOTICE: The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference: I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE NUMBER DATE TITLE ------ ---- ----- 52.245-5 JAN 1986 GOVERNMENT PROPERTY (COST REIMBURSEMENT, TIME AND MATERIAL, OR LABOR HOUR CONTRACTS)
II. NASA FAR SUPPLEMENT (48 CER CHAPTER 18) CLAUSES
CLAUSE NUMBER DATE TITLE ------ ---- ----- 18-52.223-71 DEC 1988 FREQUENCY AUTHORIZATION
(End of Clause) G.2 NASA CONTRACTOR FINANCIAL MANAGEMENT REPORTING (NFS 18-52.242-73) (JULY 1997) (a) The Contractor shall submit NASA Contractor Financial Management Reports on NASA Forms 533 in accordance with the instructions in NASA Policy Guidance (NPG) 9501.2, NASA Contractor Financial Management Reporting, and on the reverse side of the forms, as supplemented in the Schedule of this contract The detailed reporting categories to be used, which shall correlate with technical and schedule reporting, shall be set forth in the Schedule. Contractor implementation of reporting requirements under this clause shall include NASA approval of the Page G - 1 Contract Administration Data 12/17/97 23 RFP3-085970 Section G definitions of the content of each reporting category and give due regard to the Contractor's established financial management information system. (b) Lower level detail used by the Contractor for its own management purposes to validate information provided to NASA shall be compatible with NASA requirements. (c) Reports shall be submitted in the number of copies, at the time, and in the manner set forth in the Schedule or as designated in writing by the Contracting Officer. Upon completion and acceptance by NASA of all contract line items, the Contracting Officer may direct the Contractor to submit Form 533 reports on a quarterly basis only, report only when changes in actual cost occur, or suspend reporting altogether. (d) The Contractor shall ensure that its Form 533 reports include accurate subcontractor cost data, in the proper reporting categories, for the reporting period. (e) If during the performance of this contract NASA requires a change in the information or reporting requirements specified in the Schedule, or as provided for in paragraph (a) or (c) of this clause, the Contracting Officer shall effect that change in accordance with the Changes clause of this contract. (End of Clause) G.3 TECHNICAL DIRECTION (NFS 18-52.242-70) (SEP 1993) (a) Performance of the work under this contract is subject to the written technical direction of the Contracting Officer Technical Representative (COTR), who shall be specifically appointed by the Contracting Officer in writing in accordance with NASA FAR Supplement 18-42.270. "Technical direction" means a directive to the Contractor that approves approaches, solutions, designs, or refinements; fills in details or otherwise completes the general description of work or documentation items; shifts emphasis among work areas or tasks; or furnishes similar instruction to the Contractor. Technical direction includes requiring studies and pursuit of certain lines of inquiry regarding matters within the general tasks and requirements in Section C of this contract. (b) The COTR does not have the authority to, and shall not, issue any instruction purporting to be technical direction that-- (1) Constitutes an assignment of additional work outside the statement of work; Page G - 2 Contract Administration Data 12/17/97 24 RFP3-085970 Section G (2) Constitutes a change as defined in the Changes clause; (3) Constitutes a basis for any increase or decease in the total estimated contract cost the fixed fee (if any), or the time required for contract performance; (4) Changes any of the expressed terms, conditions, or specifications of the contract; or (5) Interferes with the Contractor's rights to perform the terms and conditions of the contract. (c) All technical direction shall be issued in writing by the COTR. (d) If in the Contractor's opinion, any instruction or direction by the COTR falls within any of the categories defined in paragraph (b) above, the Contractor shall not proceed but shall notify the Contracting Officer in writing within 5 working days after receiving it and shall request the Contracting Officer to take action as described in this clause. Upon receiving this notification, the Contracting Officer shall either issue an appropriate contract modification within a reasonable time or advise the Contractor in writing within 30 days that the instruction or direction is-- (1) Rescinded in its entirety; or (2) Within the requirements of the contract and does not constitute a change under the Changes clause of the contract and that the Contractor should proceed promptly with its performance. (e) Failure of the Contractor and Contracting Officer to agree that the instruction or direction is both within the requirements of the contract and does not constitute a change under the changes clause, or failure to agree upon the contract action to be taken with respect to the instruction or direction, shall be subject to the Disputes clause of this contract. (f) Any action(s) taken by the Contractor in response to any direction given by any person other than the Contracting Officer or the COTR shall be at the Contractor's risk. (End of Clause) Page G - 3 Contract Administration Data 12/17/97 25 RFP3-085970 Section G G.4 CONTRACTOR REQUESTS FOR GOVERNMENT-OWNED EQUIPMENT (NES 18-52.245-70) (JULY 1997) (a) "Equipment" as used in this clause, means commercially available items capable of stand-alone use, including those to be acquired for incorporation into special test equipment or special tooling. (b) (1) Upon determination of need for any Government-owned equipment item for performance of this contract the Contractor shall provide to the Contracting Officer a written request justifying the need for the equipment and the reasons why Contractor-owned property cannot be used, citing the applicable FAR or contract authority for use of Government-owned equipment. Equipment being acquired as a deliverable end item listed in the contract or as a component for incorporation into a deliverable end item listed in the contract is exempt from this requirement. (2) The Contractor's request shall include a description of the item in sufficient detail to enable the Government to screen its inventories for available equipment or to purchase equipment. For this purpose, the Contractor shall (i) prepare a separate DD Form 1419, DOD Industrial Plant Equipment Requisition, or equivalent format for each item requested and (ii) forward it through the Contractor Officer to the Industrial Property Officer at the cognizant NASA installation at least 30 days in advance of the date the Contractor intends to acquire the item. Multiple units of identical items may be requested on a single form. Instructions for preparing the DD Form 1419 are contained in NASA FAR Supplement 1845.7102. If a certificate of nonavailability is not received within that period, the Contractor may proceed to acquire the item, subject to having obtained Contractor Officer consent if required, and having complied with any other applicable provisions of this contract. (c) Contractors who are authorized to conduct their own screening using the NASA Equipment Management System (NEMS) and other Government sources of excess property shall provide the evidence of screening results with their request for Contracting Officer consent Requests to purchase based on unsuitability of items found shall include rationale for the determined unsuitability. (End of Clause) Page G - 4 Contract Administration Data 12/17/97 26 RFP3-085970 Section G G.5 INSTALLATION-ACCOUNTABLE GOVERNMENT PROPERTY (NFS 18-52.245-71) (JULY 1997) (a) The Government property described in the clause at 18-52.245-77, List of Installation Provided Property and Services, shall be made available to the Contractor on a no-charge basis for use in performance of this contract. This property shall be utilized only within the physical confines of the NASA installation that provided the property. Under this clause, the Government retains accountability for, and title to, the property, and the Contractor assumes the following user responsibilities: See NASA Procedures and Guidance (NPG) 4200.1 'NASA Equipment Management Manual', NPG 4200.2 'NASA Equipment Management User's Guide or Property Custodians', NPG 4300.1 'NASA Personal Property Disposal', and NPG 4310.4 'Identification and Disposition of NASA Artifacts' for applicable user responsibilities." The Contractor shall establish and adhere to a system of written procedures for compliance with these user responsibilities. Such procedures must include holding employees liable, when appropriate, for loss, damage, or destruction of Government property. (b) (1) The official accountable recordkeeping, physical inventory, financial control, and reporting of the property subject to this clause shall be retained by the Government and accomplished by the installation Supply and Equipment Management Officer (SEMO) and Financial Management Officer. If this contract provides for the Contractor to acquire property, title to which will vest in the Government the following additional procedures apply: (i) The Contractor's purchase order shall require the vendor to deliver the property to the installation central receiving area; (ii) The Contractor shall furnish a copy of each purchase order, prior to delivery by the vendor, to the installation central receiving area: (iii) The Contractor shall establish a record of the property as required by FAR 45.5 and 1845.5 and furnish to the Industrial Property Officer a DD Form 1149 Requisition and Invoice/Shipping Document (or installation equivalent) to transfer accountability to the Government within 5 working days after receipt of the property by the Contractor. The Contractor is accountable for all Contractor-acquired property until the property is transferred to the Government's accountability. Page G - 5 Contract Administration Data 12/17/97 27 RFP3-085970 Section G (iv) Contractor use of Government property at an off-site location and off-site subcontractor use require advance approval of the Contractor Officer and notification of the SEMO. The Contractor shall assume accountability and financial reporting responsibility for such property. The Contractor shall establish records and property control procedures and maintain the property in accordance with the requirements of FAR Part 45.5 until its return to the installation. (2) After transfer of accountability to the Government the Contractor shall continue to maintain such internal records as are necessary to execute the user responsibilities identified in paragraph (a) and document the acquisition, billing, and disposition of the property. These records and supporting documentation shall be made available, upon request to the SEMO and any other authorized representatives of the Contracting Officer. (End of Clause) G.6 LIABILITY FOR GOVERNMENT PROPERTY FURNISHED FOR REPAIR OR OTHER SERVICES (NFS 18-52.245-72) (MAR 1989) (a) This clause shall govern with respect to any Government property furnished to the Contractor for repair or other services that is to be returned to the Government. Such property, hereinafter referred to as "Government property furnished for servicing," shall not be subject to any clause of this contract entitled Government-Furnished Property or Government Property. (b) The official accountable record keeping and financial control and reporting of the property subject to this clause shall be retained by the Government. The Contractor shall maintain adequate records and procedures to ensure that the Government property furnished for servicing can be readily accounted for and identified at all times while in its custody or possession or in the custody or possession of any subcontractor. (c) The Contractor shall be liable for any loss or destruction of or damage to the Government property furnished for servicing (1) caused by the Contractor's failure to exercise such care and diligence as a reasonable prudent owner of similar property would exercise under similar circumstances, or (2) sustained while the property is being worked upon and directly resulting from that work, including, but not limited to, any repairing, adjusting, inspecting, servicing, or maintenance operation. The Contractor shall not be liable for loss or destruction of or damage to Government property furnished for servicing resulting from any other cause except to the extent that Page G - 6 Contract Administration Data 12/17/97 28 RFP3-085970 Section G the loss, destruction, or damage is covered by insurance (including sell-insurance funds or reserves). (d) In addition to any insurance (including self-insurance funds or reserves) carried by the Contractor and in effect on the date of this contract affording protection in whole or in part against loss or destruction of or damage to such Government property furnished for servicing, the amount and coverage of which the Contractor agrees to maintain, the Contractor further agrees to obtain any additional insurance covering such loss, destruction, or damage that the Contracting Officer may from time to time require. The requirements for this additional insurance shall be effected under the procedures established by the FAR 52.243 changes clause of this contract. (e) The Contractor shall hold the Government harmless and shall indemnify the Government against all claims for injury to persons or damage to property of the Contractor or others arising from the Contractor's possession or use of the Government property furnished for servicing or arising from the presence of that property on the Contractor's premises or property. (End of Clause) G.7 LIST OF INSTALLATION-ACCOUNTABLE PROPERTY AND SERVICES (NFS 18-52.245-77) (JUL 1997)(LeRC MODIFICATION)(LeRC 52.245-106) (AUG 1997) In accordance with the Installation-Accountable Government Property clause of this contract, the Contractor is authorized use of the types of property and services listed below, to the extent they are available, while on-site at the NASA installation. (a) Office space, work area space, and utilities. The Contractor shall use Government telephones for official purposes only. Pay telephone stations are available for the convenience and use of employees in making unofficial calls, both local and long distances. (b) General- and special-purpose equipment including office furniture. (1) Equipment to be made available to the Contractor for use in performance of this contract on-site and at such other locations as approved by the Contracting Officer is listed in Section J, Attachment B. The Government retains accountability for this property under the Installation-Accountable Government Property clause, regardless of its authorized location. (2) If the Contractor acquires property as a direct cost under this contract, this property also shall become accountable to the Government upon its entry Page G - 7 Contract Administration Data 12/17/97 29 RFP3-085970 Section G into the NASA Equipment Management System (NEMS) in accordance with the property reporting requirements of this contract. (3) The Contractor shall not bring on-site for use under this contract any property owned or leased by the Contractor, or other property that the Contractor is accountable for under any other Government contract, without the Contracting Officer's prior written approval. (c) Supplies from stores stock. (d) Publications and blank forms stocked by the installation. (e) Safety and fire protection for Contractor personnel and facilities. (f) Installation services facilities: Library Credit Union Day Care Exchange Store (PX) Learning Center Visitor Information Center Cafeteria (g) Fitness Center facilities under the following conditions: (1) Applications shall be submitted to, and shall be processed by, the support service contractor currently operating the Fitness Center for the Government. (2) The procedure for receiving and processing applications, obtaining a medical authorization from a licensed physician, and selection of applications for participation will be similar to the procedure for Government employees. (3) All individuals applying for participation shall sign a statement waiving the Government from any liability for personal injury during participation in Fitness Center activities. (h) In all instances of severe injury, or sudden life threatening illness (e.g. heart attack), the Emergency Medical Technician Squad shall be summoned immediately, by dialing 911. Referrals to tertiary care centers and for private physicians will be made in cases requiring long term follow-up, or when specific services required are unavailable on-site. Page G - 8 Contract Administration Data 12/17/97 30 RFP3-085970 Section G (i) Cafeteria privileges for Contractor employees during normal operating hours. (j) Building maintenance for facilities occupied by Contractor personnel. (k) Moving and hauling for office moves, movement of large equipment, and delivery of supplies. Moving services shall be provided on-site, as approved by the Contracting Officer. (l) The user responsibilities of the Contractor are defined in paragraph (a) of the Installation-accountable Government Property clause. (End of Clause) G.8 CONTRACTOR-FURNISHED TOOLS, EQUIPMENT AND MATERIAL The Contractor shall provide all the necessary tools, equipment and materials to perform the services outlined in the Statement of Work to the extent they are not otherwise provided by the Government When applicable to any of the Statement of Work tasks, direct-charge costs for materials, replacement equipment, repair parts, and components shall be allowable, provided the Contractor is authorized by the Contracting Officer or his authorized representative to acquire such items in accordance with the procedures outlined in the Statement of Work. (End of Clause) G.9 OPTION TO PURCHASE CONTRACTOR EQUIPMENT (NOV 1996) At the end of the contract period of performance, the Contractor grants the Government options for the following: (1) The Contractor agrees to sell any Contractor-owned property used in performance of this contract to a successor Contractor at its depreciated value based on the Contractor's depreciation schedule; or (2) The Contractor agrees to sell any Contractor-owned property used in performance of this contract to the Government at its depreciated value based on the Contractor's depreciation schedule; or (3) The Contractor agrees to utilize the depreciated property on a follow-on contract if the Contractor is the successor Contractor; or (4) the Contractor will sell the property for fair market value within ninety (90) days after the end of the period of performance and will credit the contract for the amount of any excess of the sale price minus the depreciated value and selling expenses. The Page G - 9 Contract Administration Data 12/17/97 31 RFP3-085970 Section G Government may exercise one of the above options by unilateral modification issued to the Contractor not later than thirty (30) days after the end of the contract period of performance. (End of Clause) G.10 NASA PATENT REPRESENTATIVE (LeRC 52.227-106) (MAR 1988) Reports, invention disclosures, etc., required under the Patent Rights clause of this contract to be submitted to NASA Patent Counsel shall be directed to the following named representative: NASA Lewis Research Center Patent Counsel, Mail Stop Le-Law 21000 Brookpark Road Cleveland, OH 44135 (End of Clause) G.11 RIGHTS IN DATA (LERC 52.227-90) (JAN 1987) The data required in Item (TBD) is defined as "unlimited rights data" in accordance with the "Rights in Data - General" clause of this contract. (End of Clause) G.12 SUBMISSION OF INVOICES FOR FIRM FIXED PRICE TASK ORDERS (NOV 1996) The Contractor shall submit an invoice (original and two duplicate originals) for payment of firm fixed price task orders no more frequently than monthly. The invoice shall reference the task order number on the "Order for Supplies or Services" (form 347) which sets forth the available funding (see clause B.4, Contract Funding). The invoice shall identify each task order as a separate line item. Page G - 10 Contract Administration Data 12/17/97 32 RFP3-085970 Section G INVOICES FOR FIXED PRICE SHALL BE SUBMIITITED TO: Financial Management Division NASA Lewis Research Center Mail Stop 500-303 21000 Brookpark Road Cleveland, OH 44135-3191 (End of Clause) G.13 SUBMISSION OF VOUCHERS FOR COST REIMBURSABLE TASK ORDERS (a) Cost vouchers for payment of cost-reimbursement task orders shall include a reference to this contract and task order number on the "order for supplies or services" (Form 347) which sets forth the available funding (see Clause B.3 Contract Funding). Public vouchers for payment shall be forwarded to your cognizant DCAA office. This is the designated billing office for cost vouchers for purposes of the Prompt Payment clause of this contract. (b) Cost vouchers, as submitted through DCAA, shall be accompanied by 2 copies of the NASA Form 533 designated to be delivered to the Cost Accounting and Commercial Payments Branch as set forth in the Attachment H, entitled "Individual Task Reporting Requirements" in Section J of this contract. (c) The Contractor shall prepare vouchers identifying all cost (including G&A, COM, OH, etc.) for each task order as a separate line item as follows: (1) One original Standard Form (SF) 1034, SF 1035 or equivalent Contractor's attachment. (2) Seven copies of SF 1034A, or equivalent Contractor's attachment. (3) The Contractor shall mark SF1034A copies 1,2,3,4 and such other copies as may be directed by the Contracting Officer by insertion in the memorandum block the names and addresses as follows: (i) Copy 1 - NASA Contracting Officer; (ii) Copy 2 - DCAA Auditor; (iii) Copy 3 - Contractor; (iv) Copy 4 - Contract administration office, if delegated Page G - 11 Contract Administration Data 12/17/97 33 RFP3-085970 Section G (d) Fee vouchers for payment of fee shall be prepared similarly identifying each Task as a separate line item in accordance with 18-52.216-76, "Award Fee for Service Contracts" and be forwarded to: NASA Lewis Research Center Cost Accounting and Commercial Payment Branch Mail Stop 500-303 21000 Brookpark Road Cleveland, OH 44135 This is the designated billing office for fee vouchers for purposes of the Prompt Payment clause of this contract. (e) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate voucher for the amount withheld will be required before payment for that amount may be made. (End of Clause) G.14 CONTRACTING OFFICER'S TECHNICAL REPRESENTATIVE (COTR) (LeRC 52.242-92) A Contracting Officer's Technical Representative (COTR) will be delegated under this contract pursuant to the clause at 18-52.242-70 entitled "Technical Direction." The Contractor will receive a copy of this delegation at the time of award of any contract or shortly thereafter. This delegation will take place on a NASA Form 1634 and will list not only the COTR delegated, but also his/her duties and responsibilities. Throughout this solicitation/contract there may be references made to a variety of different titles, including "NASA Project Manager," "NASA Technical Monitor," and "NASA Contract Monitor;" unless specifically stated otherwise, these refer to the COTR. For purposes of monitoring Contractor performance, the COTR may elect to appoint technical representatives (TR) to assemble performance data. Any such appointed will not have authority to direct the Contractor in performing the services. (End of Clause) G.15 INDIRECT COST CEILING (LeRC 52.231-90) (JAN 1996) (a) Reimbursement Ceiling Rates, Definitions, and Exceptions: Page G - 12 Contract Administration Data 12/17/97 34 RFP3-085970 Section G (1) Final payment for Support Labor, Labor Overhead, and General and Administrative (G&A) expenses will be based on the application of the actual audited rate, but not in excess of the following ceilings:
Ceiling Rates For Contractor Fiscal Years (CFY) Rate Category Base To Which Rate Applies CFY 1998 CFY 1999 CFY 2000 - ------------- -------------------------- -------- -------- -------- Support Labor Technical Productive Labor Cost [ * ] [ * ] [ * ] Labor Overhead Technical Productive Labor Cost [ * ] [ * ] [ * ] General and Total Allowable Cost Administrative Excluding "Task Direct (G&A) Expense Charges" and Applicable G&A Expense. [ * ] [ * ] [ * ]
(2) Definitions: (i) "Technical Productive Labor Cost" is the direct cost, without any burdens, of ALL personnel charging directly to task orders EXCLUDING the following personnel and/or functions: (A) Any Program Manager (B) Any Department Directors (C) Any Executive Secretary and (D) Any Administrative Function (ii) "Program Manager" is the individual who runs the Dynacs organization at LeRC. This person, regardless of title classification, would be responsible for, but not limited to, the directing and carrying on of Dynacs' business and/or affairs as they relate to the overall performance of the contract at LeRC. (iii) "Department Director" are those individuals who are one level below the "Program Manager" and who are entrusted with the overall direction and/or operations of the "technical departments" at LeRC. The "technical departments" are: Aeromechanics, Aerospace Technology, Aeropropulsion Systems, and Space Experiments. (iv) "Executive Secretary" is the individual(s) who to a substantial degree, directly or indirectly, provides the "Program Manager" with secretarial support. Page G - 13 Contract Administration Data 12/17/97 *Confidential information has been omitted and filed separately with the Commission 35 RFP3-085970 Section G (v) "Administrative Function" is any personnel performing work that benefits and/or is necessary to the overall operation of the contract such as, but not limited to, the areas of payroll, accounting, human resources, property, and contract management. (vi) "Support Labor" is the direct cost without burdens, of the personnel listed in paragraphs two (2) through five (5) above. "Support Labor" also includes ALL OTHER personnel not classified as "Technical Productive Labor Cost" AND not a part of General and Administrative (G&A) Expense. (vii) "Direct Cost" is that cost associated with any personnel who is not in a paid absence status such as, but not limited to, vacation, sick, or holiday leave AND which is properly recorded and charged to the contract in accordance with both your written company policy AND your Government approved accounting system. (viii) "Task Direct Charges" is that cost which is directly chargeable to a task order such as, but not limited to, travel and training directly related to a specific task AND any equipment and material directly related to, and/or necessary for, the performance of a specific task. (3) Exceptions: (i) Increased labor overhead and/or G&A expense costs during the term of this contract that result from such items as statute, court decisions and/or written rulings or regulations by the Internal Revenue Service or other taxing authority may be cause for adjustment of the indirect ceiling affected. (ii) Notwithstanding the above paragraph, in the event that the actual rates exceed their respective ceilings, all costs in excess of the indirect ceilings are not reimbursable under this or any other Government contract. (iii) The Contractor shall advise the Contracting Officer of any planned or approved accounting changes that would impact the subject rates and demonstrate how the changes will impact the negotiated ceilings. The Contracting Officer may agree to change the rate ceilings, if appropriate. Where accounting changes have the effect of moving costs from one expense pool to another that potentially results in a circumvention around a rate ceiling(s), the Contracting Officer shall agree to only those rate ceiling changes that either have no effect on or decrease the net effective cost chargeable to the contract. Page G - 14 Contract Administration Data 12/17/97 36 RFP3-085970 Section G (b) Provisional Indirect Billing Rates: The Contractor may submit interim billings based on actual, cumulative pool costs not to exceed the lesser of the ceiling rates per paragraph (a)(l) above or the cognizant Government auditor-approved provisional billing rates. To prevent substantial over or under payment (except where a ceiling is reached), the provisional billing rates shall be reviewed at least annually by the Contractor. Whenever actual rates are either 1) + or - 2.0% of the current billing rate for "Support Labor" and/or 2) + or - 2.0% of the current billing rate for labor overhead and/or 3) + or - 1.0% of the current billing rate for G&A expense, the Contractor shall propose revisions for the NASA Contracting Officer's approval. Proposed revisions are subject to review by Government auditors. (End of Clause) G.16 PAYMENT FOR OVERTIME PREMIUMS (FAR 52.222-2) (JUL 1990) (a) The use of overtime is authorized under this contract if the overtime premium does not exceed $2,000 AND the overtime premium is paid for work-- (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment or occasional production bottlenecks of a sporadic nature; (2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting; (3) To perform tests, industrial processes, laboratory procedures, loading or unloading of transportation conveyances, and operations in flight or afloat that are continuous in nature and cannot reasonably be interrupted or completed otherwise; or (4) That will result in lower overall costs to the Government. (b) Any request for estimated overtime premiums that exceeds the amount specified above shall include all estimated overtime for contract completion and shall- (1) Identify the work unit; e.g., department or section in which the requested overtime will be used, together with present workload, staffing, and other Page G - 15 Contract Administration Data 12/17/97 37 RFP3-085970 Section G data of the affected unit sufficient to permit the Contracting Officer to evaluate the necessity for the overtime; (2) Demonstrate the effect that denial of the request will have on the contract delivery or performance schedule; (3) Identify the extent to which approval of overtime would affect the performance or payments in connection with other Government contracts, together with identification of each affected contract; and (4) Provide reasons why the required work cannot be performed by using multi-shift operations or by employing additional personnel. (End of Clause) G.17 CONTRACT ADMINISTRATION PLAN (NOV 1996) In order to expedite administration of this contract the following delineation of duties is provided. The individual or position designated as having responsibility should be contacted for any questions, clarifications or information regarding the function assigned: (a) The Contracting Officer for this procurement is: Thomas A. Spicer Contracting Officer NASA-Lewis Research Center MS: 500-312 21000 Brookpark Road Cleveland, OH 44135-3191 Telephone: (216) 433-2762 Facsimile: (216) 433-5489 Internet: Thomas.A.Spicer@lerc.nasa.gov The Contracting Officer is responsible for: (1) All Pre-Award information, questions or data; (2) Freedom of Information Act inquiries; (3) All matters specified in Federal Acquisition Regulation (FAR) 42.302 and NASA FAR Supplement, except in those areas specifically designated as the responsibility of someone else herein. Page G - 16 Contract Administration Data 12/30/97 38 RFP3-085970 Section G (b) The Contracting Officer's Technical Representative (COTR) for this procurement is: Sandra L. Hardy Project Manager NASA-Lewis Research Center MS: 50-3 21000 Brookpark Road Cleveland, OH 44135-3191 Telephone: (216) 433-2278 Facsimile: (216) 433-8054 Internet: Sandra.L.Hardy@lerc.nasa.gov The COTR is responsible for: (1) All postaward information, questions or data; (2) Changes, questions or information regarding scope, terms or conditions of the basic contract document; (3) Postaward conference if required; (4) Authorization to begin performance; (5) Certification of invoices for payment of fixed-priced task orders; (6) Issuance of task orders (c) The COTR and Technical Representatives (TRs) are the Contract Surveillance Representatives and are responsible for: (1) Quality assurance of services performed and acceptance of services. (2) Monitoring of Contractor performance. The TRs will be identified as task orders are issued. (d) The Paying Office for this contract is: Financial Management Division NASA-Lewis Research Center MS: 500-303 21000 Brookpark Road Cleveland, OH 44135-3191 Page G - 17 Contract Administration Data 12/17/97 39 RFP3-085970 Section G (1) The payment office is responsible for payment of proper invoices after acceptance is documented. (End of Clause) G.18 NON-FEE/PROFIT BEARING COSTS (NOV 1996) Fee (on cost-reimbursable tasks) and profit (on fixed-price tasks) shall not be allowed on costs for the acquisition of Government property, including general purpose and special test or tooling equipment, and stores stock. (End of Clause) G.19 PAYMENT OF FIXED FEE (FAR 1852.216-75) (DEC 1988) The fixed fee shall be paid in monthly installments based upon the percentage of completion of work as determined by the Contracting Officer. (End of Clause) (END OF SECTION) Page G - 18 Contract Administration Data 12/17/97 40 RFP3-085970 Section H SECTION H SPECIAL CONTRACT REQUIREMENTS ----------------------------- H.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE NOTICE: The following solicitation provisions and/or contract clauses pertinent to this section are hereby incorporated by reference: I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE NUMBER DATE TITLE ------ ---- ----- 52-236-9 APR 1984 PROTECTION OF EXISTING VEGETATION, STRUCTURES, EQUIPMENT, UTILITIES AND IMPROVEMENTS
II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES
CLAUSE NUMBER DATE TITLE ------ ---- ----- 18-52.208-81 AUG 93 RESTRICTIONS ON PRINTING AND DUPLICATING 18.52.223-70 MAR 97 SAFETY AND HEALTH 18.52.242-72 AUG 92 OBSERVANCE OF LEGAL HOLIDAYS (ALTERNATE II) (SEP 89)
(End of Clause) Page H - 1 Special Contract Requirements 12/17/97 41 RFP3-085970 Section H H.2 SECURITY REQUIREMENTS (FAR 52.204-2) (AUG 1996) (a) This clause applies to the extent that this contract involves access to information classified "Confidential," "Secret," or "Top Secret." (b) The Contractor shall comply with (1) the Security Agreement (DD Form 441), including the "National Industrial Security Program Operating Manual" (DOD 5220.22-M), and (2) any revisions to that manual, notice of which has been furnished to the Contractor. (c) If, subsequent to the date of this contract the security classification or security requirements under this contract are changed by the Government and if the changes cause an increase or decrease in security costs or otherwise affect any other term or condition of this contract the contract shall be subject to an equitable adjustment as if the changes were directed under the Changes clause of this contract. (d) The Contractor agrees to insert terms that conform substantially to the language of this clause, including this paragraph (d) but excluding any reference to the Changes clause of this contract in all subcontracts under this contract that involve access to classified information. (End of Clause) H.3 SECURITY REQUIREMENTS FOR CONTRACTOR EMPLOYEES The Contractor will coordinate with the COTR five (5) working days prior to the release of a contractor employee. Badges will be retrieved on the employee's last work day. (End of Clause) H.4 SECURITY CLASSIFICATION REQUIREMENTS (NASA 18-52.204-75) (SEPTEMBER 1989) Performance under this contract will involve access to and/or generation of classified information, work in a security area, or both up to the level of Secret. Page H - 2 Special Contract Requirements 12/17/97 42 RFP3-085970 Section H See Federal Acquisition Regulation clause 52.204-2 in this contract and DD Form 254, Contract Security Classification Specification, Section J. Attachment D. (End of Clause) H.5 SECURITY REQUIREMENTS FOR UNCLASSIFIED AUTOMATED INFORMATION RESOURCES (NFS 1852.204-76) (SEP 1993) (LeRC MODIFICATION) (JAN 1997) (a) The Contractor shall comply with the requirements outlined in the current NASA Policy directive 2810.1, NASA Procedures and Guidance 2810.1 and OHM A-130, Appendix III incorporated herein by reference. Copies may be obtained from the Lewis Security Management Office (M.S. 21-5). (b) In addition to complying with any functional and technical security requirements set forth in the schedule and clauses of this contract, the contractor shall obtain special identification, as required by the Program Manager or the Functional Organization Computer Security Official, for its personnel who need unescorted or unsupervised physical or electronic access to the following limited or controlled areas, systems, programs and/or data: ___TDB_____[List areas, systems, programs and/or data]__________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ ________________________________________________________________ The Lewis Computer Security Manager will coordinate NASA Security policy and guidelines applicable to each contractor through the appropriate Project Computer Security personnel. (c) The Contractor's employees may be required to sign a computer access user agreement before they are granted access to such areas, systems, programs and/or data. It is the responsibility of the Contractor to ensure that its employees sign the required access to the systems for any period exceeding six months, the Contractor shall ensure that theft employee promptly sign the appropriate access termination statement, and that the employee promptly returns all access codes, cards, devices, identification codes, and passwords to the appropriate Government personnel. Page H - 3 Special Contract Requirements 12/17/97 43 RFP3-085970 Section H (d) The Contractor shall ensure that all employees granted access to Federal computer systems receive annual training in computer security. Any course materials and/or instructors, if necessary, will be provided by the Government. Scheduling and administration of the training shall be arranged by the Contractor and coordinated through the appropriate Program Computer Security personnel. The Contractor shall provide a statement to the Lewis Center Computer Security Manager (CCSM) not less than annually that the training has been conducted for all employees with access to Federal Automated Information Resources. (e) Any breach of this clause or the contract shall be promptly reported to the Contracting Officer. (f) The Contractor shall incorporate this clause in all subcontracts where the requirements identified in this clause are applicable to the performance of the subcontract. (End of Clause) H.6 KEY PERSONNEL AND FACILITIES (NASA 18-52.235-71) (MARCH 1989) (a) The personnel and/or facilities listed below (or specified in the contract Schedule) are considered essential to the work being performed under this contract. Before removing, replacing, or diverting any of the listed or specified personnel or facilities, the Contractor shall (1) notify the Contracting Officer reasonably in advance and (2) submit justification (including proposed substitutions) in sufficient detail to permit evaluation of the impact on this contract. (b) The Contractor shall make no diversion without the Contracting Officer's written consent; provided that the Contracting Officer may ratify in writing the proposed change, and that ratification shall constitute the Contracting Officer's consent required by this clause. (c) The list of personnel and/or facilities (shown below or as specified in the contract Schedule) may, with the consent of the Contracting parties, be amended from time to time during the course of the contract to add or delete personnel and/or facilities Page H - 4 Special Contract Requirements 12/17/97 44 RFP3-085970 Section H
Personnel Tide --------- ---- Ed Tribble General Manager
(End of Clause) H.7 PENSION PORTABILITY (NFS 18-52.237-71) (JAN 1997) (a) In order for pension costs attributable to employees assigned to this contract to be allowable costs under this contract, the plans covering such employees must: (1) Comply with all applicable Government laws and regulations; (2) Be a defined contribution plan, or a multiparty defined benefit plan operated under a collective bargaining agreement. In either case, the plan must be portable, i.e., the plan follows the employee, not the employer; (3) Provide for 100 percent employee vesting at the earlier of one year of continuous employee service or contract termination; and (4) Not be modified, terminated, or a new plan adopted without the prior written approval of the cognizant NASA Contracting Officer. (b) The Contractor shall include paragraph (a) of this clause in subcontracts for continuing services under a service contract if: (1) The prime contract requires pension portability; (2) The subcontracted labor dollars (excluding any burdens or profit/fee) exceed $2,500,000 and ten percent of the total prime contract labor dollars (excluding any burdens or profit/fee); and (3) Either of the following conditions exists: (i) There is a continuing need for the same or similar subcontract services for a minimum of five years (inclusive of options), and Page H - 5 Special Contract Requirements 12/17/97 45 RFP3-085970 Section H if the subcontractor changes, a high percentage of the predecessor subcontractor's employees are expected to remain with the program; or (ii) The employees under a predecessor subcontract were covered by a portable pension plan, a follow-on subcontract or a subcontract consolidating existing services is awarded, and the total subcontract period covered by the plan covers a minimum of five years (including both the predecessor and successor subcontracts). (End of Clause) H.8 CONTRACTORS' DUTIES AND RESPONSIBILITIES ON-SITE (LeRC 52.209-90) (OCT 1995) I. BADGES All Contractor personnel having a need to enter areas of the Lewis Research Center or Plum Brook Station shall have an identification badge or pass. This badge or pass shall be obtained at the entrance of the Lewis Research Center or Plum Brook Station. In addition to the requirements contained herein, the Contractor shall comply with LeRC management instruction LMZI 1900.3, Managing Conduct Issues Affecting the Center, incorporated herein by reference and made a part hereof. Resident Contractors (picture badged employees) (1) The on-site company supervisor will notify the Main Gate Badge Clerk at PABX 3-2206 when a new employee is reporting to work. The Badge Clerk will give the company supervisor specific instructions as to how the new employee will be badged, photographed, fingerprinted, etc. (2) When an employee terminates and/or resigns employment, the company supervisor will issue to the employee NASA Form C-10087, Non-NASA Separation Clearance Record. The company supervisor or his designee will be responsible for making an inquiry of all offices listed on the form to see if the employee has any outstanding Government items. The employee will then take this form to all offices that list he/she has outstanding items. The employees last stop is for the return of their Government issued ID. badge. Page H - 6 Special Contract Requirements 12/17/97 46 RFP3-085970 Section H (3) Company supervisors are to ensure that the terminated and/or resigned employee has returned his/her badge to the Main Gate Badge Clerk. Final clearance of a Contractor upon completion of a contract will depend in part upon accounting for all badges issued to employees during the performance of the contract. It should be recognized that security badges are Government property and any alteration or misuse of these badges may be prosecuted as a violation of Section 499, Title 18, U.S. Code. Non-Resident Contractors (non-picture badged employees) (1) The Contractor's on-site supervisor shall comply with the Badge and Property Regulations (NASA Form C-421) a copy of which will be given the Contractor's supervisors at the time of the Construction Site Showing. The Badge and Property Regulations are quoted below: (A) The following regulations have been adopted governing the control of Contractor's Badges at the Lewis Research Center. 1. Ensure that each company employee is in possession of NASA Form C-9975 prior to reporting to work for badging purposes. Employees not in possession of the above mentioned for will be delayed at the gate until such time as the company supervisor/foreman or his representative reports to the Main Gate with the appropriate paperwork for badging. 2. Report lost badges immediately. 3. Upon termination of duties, each employee's badge will be collected and returned to the Main Gate Sergeant by the Contractor supervisor/foreman. Final clearance of a Contractor upon completion of a contract will depend in part upon the accounting for all badges issued to employees during the performance of the contract. It should be recognized that security badges are Government property and any alteration or misuse of these badges may be prosecuted as a violation of Section 499, Title 18, U.S. Code. II. NASA-OWNED PROPERTY 1. The term "NASA-Owned Property" refers to all controlled (tagged) and non-tagged equipment library property, security badges, computer passwords and other property furnished by the Government during the course of the contract. Page H - 7 Special Contract Requirements 12/17/97 47 RFP3-085970 Section H 2. The Contractor shall ensure that all NASA-Owned property issued to its employees is returned and in satisfactory condition upon termination of an employee's duties. In cases where accountability for the property is transferred from one employee to another, Equipment Services Office of the Logistics and Technical Information Division must be notified. At the completion of the Government contract, all property will be returned, and the contract value will be adjusted for any property not accounted for. 3. When access to Federal computer systems has been granted, the Contractor shall ensure that its employees comply with the clause of the contract entitled "SECURITY REQUIREMENTS FOR UNCLASSIFIED INFORMATION RESOURCES (NFS 18-52.204-76) LeRC MODIFICATION (APRIL 1991)". III. EMERGENCIES 1. The Contractor shall ensure that its employees are informed that Emergency, Fire, Medical, Safety, and Security assistance can be summoned by Dialing "911" on the Center's PABX telephone system. Emergencies are defined as incidents involving serious personal injury or damage that causes a possible hazardous condition, or any incidents that require immediate attention of the Plant Protection Department or Security. All other medical treatment is the responsibility of the Contractor. 2. For incidents not classified as an emergency, contractor personnel shall be instructed to immediately notify the Contracting Officer's Technical Representative (COTR), Extension 3-2278 (rather than dialing "911") in the event of an accident involving either personal injury or damage to property whether public or private, including damage to motor vehicles. They shall cooperate fully with the Government Accident Investigator and the Center Accident Investigation Board. This cooperation shall include interviews at the accident site and/or at a Board meeting. 3. The Chairman of the appropriate Accident Investigation Board will notify the Contractor through the COTR as to the date and time and location of the Board meeting. The Board meetings will be held between the hours of 8:15 a.m. and 4:45 p.m. regular work days Monday through Friday. 4. For Contractor duties where continuous manning of posts is mandatory during a work shift, the Contractor shall provide substitute personnel as required for manning these posts during the meeting of the Accident Investigation Boards. Page H - 8 Special Contract Requirements 12/17/97 48 RFP3-085970 Section H IV. TRAFFIC 1. The Contractor agrees to comply, and agrees to require that all of its personnel will comply with all posted traffic signs, signals and instructions of personnel assigned for traffic control and parking purposes and with the provisions of NMI 1600.2 and NHB 1620.3 incorporated herein by reference and made a part hereof. 2. The Government reserves the right to bar from the Lewis Research Center any Contractor employee who has failed to comply with such signs, signals, instructions and the provisions of NMI 1600.2 and NHB 1620.3. The period of the bar shall be as determined appropriate by the Contracting Officer subject to the provisions of NMI 1600.2 and NHB 1620.3. The Contracting Officer will notify the Contractor in writing, setting forth the name(s) of the affected employees(s) and the time period(s) of the bar(s). No action by the Government in barring any Contractor employee from the Lewis Research Center shall be the basis for any claim whatever by the Contractor under this contract, nor shall it excuse the Contractor from complying with any provision of this contract. V. ON-SITE STANDARDS OF CONDUCT 1. The Contractor's entry onto the Center shall be pursuant to fulfilling its contractual obligations, and any related activities thereto. Contractor personnel gaining access to Lewis facilities are required to certify that they meet the minimum ethical standards for entry onto a Government facility. Falsification of this certification could lead to criminal prosecution. 2. The Contractor agrees to comply, and agrees to require that all of its personnel will comply with all applicable Federal and State statutes and regulations, NASA Management Instructions (NMI's), Lewis Management Instructions (LMT's), and other regulations pertaining to personal conduct while on-site. Any conduct prejudicial to the efficient operation of the Center shall be cause for removal from the Center. VI. PROHIBITION OF FIREARMS Firearms or weapons of any kind are strictly prohibited at the Lewis Research Center. VII. SECURITY INCIDENTS Theft of Property, Bomb threats, malicious damage and any other threat or violent situations shall be immediately reported to the Security Office. Page H - 9 Special Contract Requirements 12/17/97 49 RFP3-085970 Section H VIII. PROPERTY PASSES The Contractor shall comply with the requirements of LMI 4070.1, "Removal of Property From Lewis Research Center by Means Other Than Shipping." In accordance with the LMI, a Property Pass (NASA Form C-702) is required for the removal of all Contractor owned property and equipment and must be presented to the gate guard upon exit. This form can be obtained from the COTR (or designee) or the Lewis employee responsible for the Contractor's presence on the Center premises. This form must contain a complete description of the material/equipment being removed and should be signed by the authorized Government employee. Material relating to a specific contract or purchase order must be identified by insertion of the appropriate contract/purchase order number on the pass by the COTR or designee. IX. AFTER-HOUR ACCESS During normal working hours, 7:00 a.m. to 5:30 p.m. Monday through Friday, the guards at the gates will permit your entrance and departure. At any other time (other than normal hours), advance clearance is required, and may be obtained through the Lewis/Plum Brook COTR or Inspector who will then make the request to the Main Gate Sergeant PABX 3-2204 at Lewis and 3-3221 at Plum Brook. After-hour clearances as approved by the COTR or Inspector are certification to the guards as authority for admittance of a Contractor during off hours, including Saturdays, Sundays, and Holidays. (End of Clause) H.9 DETERMINATIONS OF WAGE REASONABLENESS DURING CONTRACT PERFORMANCE AND PRIOR TO EXERCISE OF OPTIONS (LeRC 52.215-112) (SEP 1992) (a) The Contractor is required to notify the Government at any time during the performance of this contract when a general wage increase is contemplated for any groups of their employees. (End of Clause) Page H - 10 Special Contract Requirements 12/17/97 50 RFP3-085970 Section H H.l0 TASK ORDERING PROCEDURES All services performed under this contract shall be subject to the Task Ordering Procedures: All work on the contract will be accomplished through the issuance of performance based task orders. Individual Task Orders may be either fixed-price or cost reimbursable. The Contracting Officer's Technical Representative (COTR) or the Alternate COTR will provide a task order statement of work (SOW) and a purchase request (PR) to the contractor for each task order (TO). TOs will only be requested when the work to be performed is within the scope of the SOW of the contract. if the contractor believes the effort is outside the SOW of the contract, the contractor should immediately notify the COTR. The contractor is to provide an original and one copy of its Task Plan to the COTR within ten days of the receipt of the request. The contractor will also prepare and provide an Optional Form 347 to be used for funding purposes. These documents are to be forwarded to the COTR. The COTR will forward a copy of the Task Plan to the appointed NASA Technical Representative (TR) for review and approval. (The TR will be a NASA employee appointed by the COTR to monitor the work and assist the COTR. in the performance of his/her duties.) if no corrections are to be made, the COTR. will give the contractor a copy of the Task Plan approval letter (signed by the COTR and TR) and the original Optional Form 347 signed by the Contracting Officer (CO). Work can only begin after both the receipt of the approval letter and the signed Optional Form 347. The TO can be amended to increase or decrease the scope of work and/or change the schedule. The same procedures are used. The approved Task Plan represents the baseline for the Task Order to be used for cost reporting. At no time can work be performed on a Task Order unless there are funds on the task order to cover the work. If a TO runs out of money at any time, the contractor must stop work. Page H - 11 Special Contract Requirements 12/17/97 51 RFP3-085970 Section H In the event there is a conflict between the requirements of the Task Order and the Contractor's approved Task Plan, the Task Order will prevail. If at any time during the performance of a TO, NASA wishes to discontinue work, a Stop Work Order will be issued by the CO. TASK ORDER RESPONSE FORMAT The following outline is to be used by the contractor for each Task Order Response: Task Order Response Contractor Name Contract Number Task Order Number (with Amendment No., if applicable): Requester: Requester Organization Code: Task Title: Background: This paragraph provides the background of the Organization performing the work, with a statement of how this work fits into the overall effort work effort of the organization. Broad Scope of Work: This paragraph describes what is to be accomplished and the primary emphasis of the work. Specific Work Elements: Specific Deliverables: Provides dates for the deliverables. Government Furnished Property: Personnel Profile: Define the personnel to accomplish the work. Period of Performance: Include beginning and end dates. Page H - 12 Special Contract Requirements 12/17/97 52 RFP3-085970 Section H Cost/Price Estimate (Separate page) Actuals Through (if the response is an amendment) Period by FY Technical Labor Support Labor Labor O/H Task Direct Charges Equipment/Maintenance Travel Subcontract(s) Other Task Direct G&A Award Fee/Profit Total Price Hours Estimate Period by FY Labor Categories Actual Hours (if amendment) Total Labor Hours Award Fee Scoring Sheet (Separate Page) (End of Clause) H.l1 SAFETY AND HEALTH REPORTING REQUIREMENTS (LERC 52.223-93) (MAR 1990) Pursuant to the "SAFETY AND HEALTH (NFS 18-52.223-70)" clause of this contract the following listed topics shall be reported to the Contracting Officer, or designee: Page H - 13 Special Contract Requirements 12/17/97 53 RFP3-085970 Section H DELIVER TO: (a) Accidents, incidents, or exposure resulting COTR and the in fatality, lost-time, occupational disease, Office of contamination of property, and property loss of Mission Safety $25,000 or more. Copies 1 each. and Assurance (b) Mishaps shall be reported and recorded in COTR accordance with applicable OSHA regulations on NASA Form 1627, NASA Mishap Report. (c) Corrective action(s) taken as a result of COTR safety infractions as reported on Safety and Health Inspection Report NASA-C-151a. (End of Clause) H.12 GOVERNMENT-SPONSORED EDUCATION PROGRAMS (LERC 52.237-93) (JUN 1987) (a) At any time during the period of this contract the Government may, by written notice, require the Contractor to participate in Government-sponsored education programs. Such notice will be issued by the Contracting Officer to his authorized representative, at least 30 days prior to the required participation. Upon receipt of such notice, the Contractor shall notify his eligible employees of the program, and require and schedule their participation. (b) The Contractor will not be required to bear any cost of the conduct of the program, nor will he be required to replace employees while they are participating in the program, unless continuous staffing is required by a specific contract provision. In the latter case, an equitable adjustment to the "Changes" clause of this contract. (c) The programs contemplated by this provision are general-interest areas, such as safety, civil rights, equal employment opportunity, etc. (End of Clause) Page H - 14 Special Contract Requirements 12/17/97 54 RFP3-085970 Section H H.13 SUBCONTRACTING (LERC 52.244-90) (AUG 1989) (a) In the event the Contractor desires to have subcontractors perform any portion of the work covered by this contract, the Contractor is hereby required to submit the name and address of the subcontractor and the category of work they will perform, prior to the start of any field work by the subcontractor. (b) The contractor shall also submit prior to the start of any field work by the subcontractor, evidence of the subcontractor's compliance with the insurance requirements as set forth in contract Clause 52.228-5 entitled "INSURANCE - WORK ON A GOVERNMENT INSTALLATION" and Clause 18-52.228-75 entitled "MINIMUM INSURANCE COVERAGE". (c) Failure of the Contractor to comply with these requirements will be cause for the Government to bar the subcontractors, singly or collectively, from access to the site of the work; or to stop the work from being performed by such subcontractors, singly or collectively; until the insurance requirements have been complied with. Such stoppage of work will not be considered cause for equitable adjustment for time or money under the applicable clauses of the contract. (End of Clause) H.14 FACILITY LEASE ASSIGNMENT (LERC 52.244-91) (OCT 1992) (a) Pursuant to the clause 52.244-2, entitled "Subcontracts Under Cost-Reimbursement and Letter Contracts", the Contractor shall submit for written approval by the Contracting Officer, all facility, furniture, ADPE and other applied equipment lease agreements pertaining to any off-site facility where the aggregate amount is $100,000.00 or more inclusive of fee. These agreements are considered to be subcontracts designated for special surveillance. (b) The Contractor hereby agrees, at the direction of the Government to assign any and all facility leases, pertaining to contract operation and occupancy to the successful follow-on contractor to this contract The lease shall be assigned within 90 days after receipt of direction by the Government and without further cost or expense to the Government. Page H - 15 Special Contract Requirements 12/17/97 55 RFP3-085970 Section H (c) The lease shall contain a clause with respect to 'Lease Cancellation Privileges" which will be mutually agreeable to the Contractor and the Government. (d) The total of all costs for facilities shall not exceed a total amount of $2,800,000 over the expected 27 months life of this contract. (End of Clause) (END OF SECTION) Page H - 16 Special Contract Requirements 12/17/97 56 RFP3-085970 Section I SECTION I CONTRACT CLAUSES ---------------- I.1 LISTING OF CLAUSES INCORPORATED BY REFERENCE This contract incorporates the following clauses by reference to their text in the FAR, with the same force and effect as if they were provided in full text herein. Upon request, the Contracting Officer will make their full text available. I. FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1)
CLAUSE NUMBER DATE TITLE ------ ---- ----- 52.202-1 OCT 1995 DEFINITIONS 52.203-3 APR 1984 GRATUITIES 52.203-5 APR 1984 COVENANT AGAINST CONTINGENT FEES 52.203-6 JUL 1995 RESTRICTIONS ON SUBCONTRACTOR SALES TO THE GOVERNMENT 52.203-7 JUL 1995 ANTI-KICKBACK PROCEDURES 52.203-10 JAN 1997 PRICE OR FEE ADJUSTMENT FOR ILLEGAL OR IMPROPER ACTIVITY 52.203-12 JUNE 1997 LIMITATION ON PAYMENTS TO INFLUENCE CERTAIN FEDERAL TRANSACTIONS 52.204-4 JUNE 1996 PRINTING/COPYING DOUBLE-SIDED ON RECYCLED PAPER 52.207-5 FEB 1995 OPTION TO PURCHASE EQUIPMENT
Page I - 1 Contract Clauses 12/17/97 57 RFP3-085970 Section I
52.209-6 JUL 1995 PROTECTING THE GOVERNMENT'S INTEREST WHEN SUBCONTRACTING WITH CONTRACTORS DEBARRED, SUSPENDED, OR PROPOSED FOR DEBARMENT 52.211-15 SEP 1990 DEFENSE PRIORITY AND ALLOCATION REQUIREMENTS 52.215-2 AUG 1996 AUDIT AND RECORDS--NEGOTIATION 52.215-27 MAR 1996 TERMINATION OF DEFINED BENEFIT PENSION PLANS 52.215-30 SEP 1987 FACILITIES CAPITAL COST OF MONEY 52.215-33 JAN 1986 ORDER OF PRECEDENCE 52.215-39 MAR 1996 REVERSION OR ADJUSTMENT OF PLANS FOR POST RETIREMENT BENEFITS (PRB) OTHER THAN PENSIONS 52.215-40 FEB 1995 NOTIFICATION OF OWNERSHIP CHANGES 52.216-22 OCT 1995 INDEFINITE QUANTITY 52.219-8 JUN 1997 UTILIZATION OF SMALL, SMALL DISADVANTAGED, AND WOMEN-OWNED SMALL BUSINESS CONCERNS 52.222-1 FEB 1997 NOTICE TO THE GOVERNMENT OF LABOR DISPUTES 52.222-3 AUG 1996 CONVICT LABOR 52.222-4 JUL 1995 CONTRACT WORK HOURS AND SAFETY STANDARDS ACT - OVERTIME COMPENSATION
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52.222-28 APR 1984 EQUAL OPPORTUNITY PREAWARD CLEARANCE OF SUBCONTRACTS 52.222-37 JAN 1988 EMPLOYMENT REPORTS ON SPECIAL DISABLED VETERANS AND VETERANS OF THE VIETNAM ERA 52.223-2 APR 1984 CLEAN AIR AND WATER 52.223-6 JAN 1997 DRUG FREE WORKPLACE 52.223-10 MAY 1995 WASTE REDUCTION PROGRAM 52.223-14 OCT 1996 TOXIC CHEMICAL RELEASE REPORTING 52.224-1 APR 1984 PRIVACY ACT NOTIFICATION 52.224-2 APR 1984 PRIVACY ACT 52.225-9 JAN 1996 BUY AMERICAN ACT-- TRADE AGREEMENT ACT - BALANCE OF PAYMENTS PROGRAM 52.225-11 OCT 1996 RESTRICTIONS ON CERTAIN FOREIGN PURCHASES 52.227-1 JUL 1995 AUTHORIZATION AND CONSENT 52.227-2 AUG 1996 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT 52.228-5 JAN 1997 INSURANCE--WORK ON A GOVERNMENT INSTALLATION 52.228-7 MAR 1996 INSURANCE--LIABILITY TO THIRD PERSONS 52.229-3 JAN 1991 FEDERAL, STATE, AND LOCAL TAXES 52.229-5 APR 1984 TAXES--CONTRACTS PERFORMED IN U.S. POSSESSIONS OR PUERTO RICO
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52.232-1 APR 1984 PAYMENTS 52.232-8 MAY 1997 DISCOUNTS FOR PROMPT PAYMENT 52.232-9 APR 1984 LIMITATION ON WITHHOLDING OF PAYMENTS 52.232-11 APR 1984 EXTRAS 52.232-17 JUN 1996 INTEREST 52.232-18 APR 1984 AVAILABILITY OF FUNDS 52.232-22 APR 1984 LIMITATION OF FUNDS 52.232-23 JAN 1986 ASSIGNMENT OF CLAIMS 52.232-25 JUN 1997 PROMPT PAYMENT 52.233-1 OCT 1995 DISPUTES 52.233-3 AUG 1996 PROTEST AFTER AWARD 52.237-2 APR 1984 PROTECTION OF GOVERNMENT BUILDINGS, EQUIPMENT, AND VEGETATION 52.237-3 JAN 1991 CONTINUITY OF SERVICES 52.242-3 OCT 1995 PENALTIES FOR UNALLOWABLE COSTS 52.242-13 JUL 1995 BANKRUPTCY 52.243-1 AUG 1987 CHANGES--FIXED PRICE (ALTERNATE I) (APR 1984) 52.243-2 AUG 1987 CHANGES--COST-REIMBURSEMENT (ALTERNATE I) (APR 1984) 52.244-1 FEB 1995 SUBCONTRACTS (FIXED-PRICE CONTRACTS) 52.244-5 DEC 1996 COMPETITION IN SUBCONTRACTING
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52.244-6 OCT 1995 SUBCONTRACTS FOR COMMERCIAL ITEMS AND COMMERCIAL COMPONENTS 52.245-2 DEC 1989 GOVERNMENT PROPERTY (FIXED-PRICE CONTRACTS) 52.245-5 JAN 1986 GOVERNMENT PROPERTY (COST-REIMBURSEMENT, TIME-AND-MATERIAL, OR LABOR-HOUR CONTRACTS) (DEV) 52.246-16 APR 1984 RESPONSIBILITY FOR SUPPLIES 52.246-25 FEB 1997 LIMITATION OF LIABILITY -- SERVICES 52.247-63 JAN 1997 PREFERENCE FOR U.S. FLAG AIR CARRIERS 52.249-2 SEP 1996 TERMINATION FOR CONVENIENCE OF THE GOVERNMENT (FIXED-PRICE) 52.249-6 SEP 1996 TERMINATION (COST-REIMBURSEMENT) 52.249-8 APR 1984 DEFAULT (FIXED-PRICE SUPPLY AND SERVICE) 52.249-14 APR 1984 EXCUSABLE DELAYS 52.251-1 APR 1984 GOVERNMENT SUPPLY SOURCES 52.253-1 JAN 1991 COMPUTER GENERATED FORMS
Page I - 5 Contract Clauses 12/17/97 61 RFP3-085970 Section I II. NASA FAR SUPPLEMENT (48 CFR CHAPTER 18) CLAUSES
CLAUSE NUMBER DATE TITLE ------ ---- ----- 18-52.209-72 DEC 1988 COMPOSITION OF THE CONTRACTOR 18-52.219-74 SEP 1990 USE OF RURAL AREA SMALL BUSINESSES 18-52.219-77 JUL 1997 NASA MENTOR-PROTEGE PROGRAM 18-52.231-70 JUN 1995 PRECONTRACT COSTS
(End of Clause) I.2 APPROVAL OF CONTRACT This contract is subject to the written approval of the Procurement Officer and shall not be binding until so approved. (End of Clause) I.3 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (FAR 52.215-41) (JAN 1997) ALTERNATE IV (OCT 1995) (a) Submission of cost or pricing data is not required. (b) Provide information described below: See Section L, paragraph 28, form A, A.1, B, C, D and SF 1448. (End of Clause) Page I - 6 Contract Clauses 12/17/97 62 RFP3-085970 Section I I.4 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA-MODIFICATIONS (FAR 52.215-42) (JAN 1997) (a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.804-2(a)(1) on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable. (i) Identification of the law or regulation establishing the price offered. if the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office. (ii) Information on modifications of contracts or subcontracts for commercial items. (A) if (1) the original contract or subcontract was granted an exception from cost or pricing data requirements because the price agreed upon was based on adequate price competition, or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item, and (2) the modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item. (B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include: (1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also Page I-7 Contract Clauses 12/17/97 63 RFP3-085970 Section I explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities. (2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market. (3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item. (4) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. Access does not extend to cost or profit information or other data relevant solely to the Contractor's determination of the prices to be offered in the catalog or marketplace. (b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the requirement to submit cost or pricing data, the following applies: (1) The Contractor shall submit cost or pricing data on Standard Form (SF) 1411, Contract Pricing Proposal Cover Sheet (Cost or Pricing Data Required), with supporting attachments prepared in accordance with Table 15-2 of FAR 15.804-6(b)(2). (2) As soon as practical after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.804-4. (End of Clause) I.5 LIMITATIONS ON SUBCONTRACTING (FAR 52.219-14) (DEC 1996) (a) This clause does not apply to the unrestricted portion of a partial set-aside. (b) By submission of an offer and execution of a contract, the Offeror/Contractor agrees that in performance of the contract in the case of a contract for-- Page I-8 Contract Clauses 12/17/97 64 RFP3-085970 Section I (1) Services (except construction). At least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the concern. (2) Supplies (other than procurement from a nonmanufacturer of such supplies). The concern shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials. (3) General construction. The concern will perform at least 15 percent of the cost of the contract not including the cost of materials, with its own employees. (4) Construction by special trade contractors. The concern will perform at least 25 percent of the cost of the contract not including the cost of materials, with its own employees. (End of Clause) I.6 SECTION 8(a) AWARD (FAR 52.219-17) (DEC 1996) (a) By execution of a contract, the Small Business Administration (SBA) agrees to the following: (1) To furnish the supplies or services set forth in the contract according to the specifications and the terms and conditions by subcontracting with the Offeror who has been determined an eligible concern pursuant to the provisions of section 8(a) of the Small Business Act, as amended (15 U.S.C. 637(a)). (2) Except for novation agreements and advance payments, delegates to the NASA Lewis Research Center (LeRC) the responsibility for administering the contract with complete authority to take any action on behalf of the Government under the terms and conditions of the contract; provided, however that the contracting agency shall give advance notice to the SBA before it issues a final notice terminating the right of the subcontractor to proceed with further performance, either in whole or in part, under the contract. (3) That payments to be made under the contract will be made directly to the subcontractor by the contracting activity. Page I-9 Contract Clauses 12/17/97 65 RFP3-085970 Section I (4) To notify the LeRC Contracting Officer immediately upon notification by the subcontractor that the owner or owners upon whom 8(a) eligibility was based plan to relinquish ownership or control of the concern. (5) That the subcontractor awarded a subcontract hereunder shall have the right of appeal from decisions of the cognizant Contracting Officer under the "Disputes" clause of the subcontract. (b) The offeror/subcontractor agrees and acknowledges that it will, for and on behalf of the SBA, fulfill and perform all of the requirements of the contract. (c) The offeror/subcontractor agrees that it will not subcontract the performance of any of the requirements of this subcontract to any lower tier subcontractor without the prior written approval of the SBA and the cognizant Contracting Officer of the LeRC. (End of Clause) I.7 NOTIFICATION OF COMPETITION LIMITED TO ELIGIBLE 8(a) CONCERNS (FAR 52.219-18) (JAN 1997) (a) Offers are solicited only from small business concerns expressly certified by the Small Business Administration (SBA) for participation in the SBA's 8(a) Program and which meet the following criteria at the time of submission of offer-- (1) SIC code 8731 is specifically included in the Offeror's approved business plan; (2) The Offeror is in conformance with the 8(a) support limitation set forth in its approved business plan; and (3) The Offeror is in conformance with the Business Activity Targets set forth in its approved business plan or any remedial action directed by the SBA. (b) By submission of its offer, the Offeror represents that it meets all of the criteria set forth in paragraph (a) of this clause. Page I-10 Contract Clauses 12/17/97 66 RFP3-085970 Section I (c) Any award resulting from this solicitation will be made to the Small Business Administration, which will subcontract performance to the successful 8(a) offeror selected through the evaluation criteria set forth in this solicitation. (d) (1) Agreement A small business concern submitting an offer in its own name agrees to furnish, in performing the contract, only end items manufactured or produced by small business concerns in the United States. The term "United States" includes its territories and possessions, the Commonwealth of Puerto Rico, the trust territory of the Pacific Islands, and the District of Columbia. If this procurement is processed under simplified acquisition procedures and the total amount of this contract does not exceed $25,000, a small business concern may furnish the product of any domestic firm. This subparagraph does not apply in connection with construction or service contracts. (2) The Dynacs Engineering Company, Inc., will notify the NASA Lewis Research Center's Contracting Officer in writing immediately upon entering an agreement (either oral or written) to transfer all or part of its stock or other ownership interest to any other party. (End of Clause) I.8 EQUAL OPPORTUNITY (FAR 52.222-26) (APR 1984) ALTERNATE I (APR 1984) Notice: The following terms of this clause are waived for this contract: - --------------------------------------------------- - --------------------------------------------------- - --------------------------------------------------- - --------------------------------------------------- (a) If, during any 12-month period (including the 12 months preceding the award of this contract), the Contractor has been or is awarded nonexempt Federal contracts and/or subcontracts that have an aggregate value in excess of $10,000, the Contractor shall comply with subparagraphs (b)(1) through (11) below. Upon request the Contractor shall provide information necessary to determine the applicability of this clause. (b) During performing this contract, the Contractor agrees as follows: (1) The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Page I-11 Contract Clauses 12/17/97 67 RFP3-085970 Section I (2) The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, or national origin. This shall include, but not be limited to, (i) employment, (ii) upgrading, (iii) demotion, (iv) transfer, (v) recruitment or recruitment advertising, (vi) layoff or termination, (vii) rates of pay or other forms of compensation, and (viii) selection for training, including apprenticeship. (3) The Contractor shall post in conspicuous places available to employees and applicants for employment the notices to be provided by the Contracting Officer that explain this clause. (4) The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. (5) The Contractor shall send, to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, the notice to be provided by the Contracting Officer advising the labor union or workers' representative of the Contractor's commitments under this clause, and post copies of the notice in conspicuous places available to employees and applicants for employment. (6) The Contractor shall comply with Executive Order 11246, as amended, and the rules, regulations, and orders of the Secretary of Labor. (7) The Contractor shall furnish to the contracting agency all information required by Executive Order 11246, as amended, and by the rules, regulations, and orders of the Secretary of Labor. Standard Form 100 (EEO-1), or any successor form, is the prescribed form to be filed within 30 days following the award, unless filed within 12 months preceding the date of award. (8) The Contractor shall permit access to its books, records, and accounts by the contracting agency or the Office of Federal Contract Compliance Programs (OFCCP) for the purposes of investigation to ascertain the Contractor's compliance with the applicable rules, regulations, and orders. (9) If the OFCCP determines that the Contractor is not in compliance with this clause or any rule, regulation, or order of the Secretary of Labor, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts, under the procedures authorized in Executive Order 11246, as amended. In addition, sanctions may be Page I-12 Contract Clauses 12/17/97 68 RFP3-085970 Section I imposed and remedies invoked against the Contractor as provided in Executive Order 11246, as amended, the rules, regulations, and orders of the Secretary of Labor, or as otherwise provided by law. (10) The Contractor shall include the terms and conditions of subparagraph (b)(1) through (11) of this clause in every subcontract or purchase order that is not exempted by the rules, regulations, or orders of the Secretary of Labor issued under Executive Order 11246, as amended, so that these terms and conditions will be binding upon each subcontractor or vendor. (11) The Contractor shall take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing these terms and conditions, including sanctions for noncompliance; provided, that if the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of any direction, the Contractor may request the United States to enter into the litigation to protect the interests of the United States. (c) Notwithstanding any other clause in this contract, disputes relative to this clause will be governed by the procedures in 41 CFR 60-1.1. (End of Clause) I.9 AFFIRMATIVE ACTION FOR SPECIAL DISABLED AND VIETNAM ERA VETERANS (FAR 52.222-35) (APR 1984) ALTERNATE I (APR 1984) Notice: The following term(s) of this clause are waived for this contract - ------------------------------------------ - ------------------------------------------ - ------------------------------------------ (a) Definitions. "Appropriate office of the State employment service system," as used in this clause, means the local office of the Federal-State national system of public employment offices assigned to serve the area where the employment opening is to be filled, including the District of Columbia, Guam, Puerto Rico, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands. "Openings that the Contractor proposes to fill from within its own organization," as used in this clause, means employment openings for which no one outside the Contractor's organization (including any affiliates, subsidiaries, and the parent Page I-13 Contract Clauses 12/17/97 69 RFP3-085970 Section I companies) will be considered and includes any openings that the Contractor proposes to fill from regularly established "recall" lists. "Openings that the Contractor proposes to fill under a customary and traditional employer-union hiring arrangement," as used in this clause, means employment openings that the Contractor proposes to fill from union halls, under their customary and traditional employer-union hiring relationship. "Suitable employment openings," as used in this clause-- (1) Includes, but is not limited to, openings that occur in jobs categorized as-- (i) Production and nonproduction; (ii) Plant and office; (iii) Laborers and mechanics; (iv) Supervisory and nonsupervisory; (v) Technical; and (vi) Executive, administrative, and professional positions compensated on a salary basis of less than $25,000 a year; and (2) Includes full-time employment, temporary employment of over 3 days, and part-time employment, but not openings that the Contractor proposes to fill from within its own organization or under a customary and traditional employer-union hiring arrangement, nor openings in an educational institution that are restricted to students of that institution. (b) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against the individual because the individual is a special disabled or Vietnam Era veteran. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified special disabled and Vietnam Era veterans without discrimination based upon their disability or veterans' status in all employment practices such as-- (i) Employment; Page I-14 Contract Clauses 12/17/97 70 RFP3-085970 Section I (ii) Upgrading; (iii) Demotion or transfer; (iv) Recruitment; (v) Advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. (2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor (Secretary) issued under the Vietnam Era Veterans' Readjustment Assistance Act of 1972 (the Act), as amended. (c) Listing openings. (1) The Contractor agrees to list all suitable employment openings existing at contract award or occurring during contract performance, at an appropriate office of the State employment service system in the locality where the opening occurs. These openings include those occurring at any Contractor facility, including one not connected with performing this contract. An independent corporate affiliate is exempt from this requirement. (2) State and local government agencies holding Federal contracts of $10,000 or more shall also list all their suitable openings with the appropriate office of the State employment service. (3) The listing of suitable employment openings with the State employment service system is required at least concurrently with using any other recruitment source or effort and involves the obligations of placing a bona fide job order, including accepting referrals of veterans and nonveterans. This listing does not require hiring any particular job applicant or hiring from any particular group of job applicants and is not intended to relieve the Contractor from any requirements of Executive orders or regulations concerning nondiscrimination in employment (4) Whenever the Contractor becomes contractually bound to the listing terms of this clause, it shall advise the State employment service system, in each State where it has establishments, of the name and location of each hiring location in the State. As long as the Contractor is contractually bound to these terms and has so Page I-15 Contract Clauses 12/17/97 71 RFP3-085970 Section I advised the State system, it need not advise the State system of subsequent contracts. The Contractor may advise the State system when it is no longer bound by this contract clause. (5) Under the most compelling circumstances, an employment opening may not be suitable for listing, including situations when (i) the Government's needs cannot reasonably be supplied, (ii) listing would be contrary to national security, or (iii) the requirement of listing would not be in the Government's interest. (d) Applicability. (1) This clause does not apply to the listing of employment openings which occur and are filled outside the 50 states, the District of Columbia, Puerto Rico, Guam, Virgin Islands, American Samoa, and the Trust Territory of the Pacific Islands. (2) The terms of paragraph (c) above of this clause do not apply to openings that the Contractor proposes to fill from within its own organization or under a customary and traditional employer-union hiring arrangement. This exclusion does not apply to a particular opening once an employer decides to consider applicants outside of its own organization or employer-union arrangement for that opening. (e) Postings. (1) The Contractor agrees to post employment notices stating (i) the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified special disabled veterans and veterans of the Vietnam era, and (ii) the rights of applicants and employees. (2) These notices shall be posted in conspicuous places that are available to employees and applicants for employment. They shall be in a form prescribed by the Director, Office of Federal Contract Compliance Programs, Department of Labor (Director), and provided by or through the Contracting Officer. (3) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of the Act, and is committed to take affirmative action to employ, and advance in employment, qualified special disabled and Vietnam Era veterans. (f) Noncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the rules, regulations, and relevant orders of the Secretary issued pursuant to the Act. Page I-16 Contract Clauses 12/17/97 72 RFP3-085970 Section I (g) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary. The Contractor shall act as specified by the Director to enforce the terms, including action for noncompliance. (End of Clause) I.10 AFFIRMATIVE ACTION FOR HANDICAPPED WORKERS (FAR 52.222-36) (APR 1984) ALTERNATE I (APR 1984). Notice: The following term(s) of this clause are waived for this contract: NONE - -------------------------------------------------------- - -------------------------------------------------------- - -------------------------------------------------------- (a) General. (1) Regarding any position for which the employee or applicant for employment is qualified, the Contractor shall not discriminate against any employee or applicant because of physical or mental handicap. The Contractor agrees to take affirmative action to employ, advance in employment and otherwise treat qualified handicapped individuals without discrimination based upon their physical or mental handicap in all employment practices such as--. (i) Employment; (ii) Upgrading; (iii) Demotion or transfer; (iv) Recruitment; (v) Advertising; (vi) Layoff or termination; (vii) Rates of pay or other forms of compensation; and (viii) Selection for training, including apprenticeship. Page I-17 Contract Clauses 12/17/97 73 RFP3-085970 Section I (2) The Contractor agrees to comply with the rules, regulations, and relevant orders of the Secretary of Labor (Secretary) issued under the Rehabilitation Act of 1973 (29 U.S.C. 793) (the Act), as amended. (b) Postings. (1) The Contractor agrees to post employment notices stating (i) the Contractor's obligation under the law to take affirmative action to employ and advance in employment qualified handicapped individuals and (ii) the rights of applicants and employees. (2) These notices shall be posted in conspicuous places that are available to employees and applicants for employment. They shall be in a form prescribed by the Director, Office of Federal Contract Compliance Programs, Department of Labor (Director), and provided by or through the Contracting Officer. (3) The Contractor shall notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Section 503 of the Act and is committed to take affirmative action to employ, and advance in employment, qualified physically and mentally handicapped individuals. (c) Noncompliance. If the Contractor does not comply with the requirements of this clause, appropriate actions may be taken under the rules, regulations, and relevant orders of the Secretary issued pursuant to the Act. (d) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $2,500 unless exempted by rules, regulations, or orders of the Secretary. The Contractor shall act as specified by the Director to enforce the terms, including action for noncompliance. (End of Clause) I.11 SERVICE CONTRACT ACT OF 1965, AS AMENDED (FAR 52.22241) (MAY 1989) (a) Definitions. "Act," as used in this clause, means the Service Contract Act of 1965, as amended (41 U.S.C. 351, et seq.). Page I-18 Contract Clauses 12/17/97 74 RFP3-085970 Section I "Contractor," as used in this clause or in any subcontract, shall be deemed to refer to the subcontractor, except in the term "Government Prime Contractor." "Service employee," as used in this clause, 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 Tide 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 the Act 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. 356, 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, Employment Standards Administration, U.S. Department of Labor. The Page I-19 Contract Clauses 12/17/97 75 RFP3-085970 Section I 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 of 1938, as amended. (v) The wage rate and fringe benefits finally determined under this subparagraph (c)(2) of this clause shall be paid to all employees performing in the Page I-20 Contract Clauses 12/17/97 76 RFP3-085970 Section I 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 in violation of the Act and this contract. (vi) Upon discovery of failure to comply with subparagraph (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 subparagraph (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 then the minimum wage specified by section 6(a)(1) of the Fair Labor Standards Act of 1938. 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 Act 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 Page I-21 Contract Clauses 12/17/97 77 RFP3-085970 Section I limitations of 29 CFR 4.1b(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 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 Parts 6 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 Board of Service Contract Appeals, 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 worksite. Failure to comply with this requirement is a violation of section 2(a)(4) of the Act 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 Act 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 Page I-22 Contract Clauses 12/17/97 78 RFP3-085970 Section I Wage and Hour Division, Employment Standards Administration, a record of the following: (i) For each employee subject to the Act-- (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 worksite during normal working hours. (j) Pay Periods. The Contractor shall unconditionally pay to each employee subject to the Act all wages due free and clear and without subsequent deduction Page I-23 Contract Clauses 12/17/97 79 RFP3-085970 Section I (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 Act 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 Act all or part of the wages or fringe benefits due under the Act, 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 Act. (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 Page I-24 Contract Clauses 12/17/97 80 RFP3-085970 Section I 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 Act 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 he or she) 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 section 5 of the Act. (2) No part of this contract shall be subcontracted to any person or firm ineligible for award of a Government contract under section 5 of the Act (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 section 4(b) of the Act prior to its amendment by Pub. L. 92473, 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 section 2(a)(1) or 2(b)(1) of the Act without diminishing any fringe benefits or cash payments in lieu thereof required under section 2(a)(2) of the Act, in accordance with the conditions and procedures prescribed for the employment of apprentices, student-learners, handicapped persons, and handicapped clients of sheltered workshops 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 Act for the employment of apprentices, student-learners, handicapped persons, or handicapped clients of sheltered workshops not subject to the Fair Labor Standards Act of 1938, or subject to different minimum rates of pay under the two acts, authorizing appropriate Page I-25 Contract Clauses 12/17/97 81 RFP3-085970 Section I 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 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 Bureau of Apprenticeship and Training, Employment and Training Administration, 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 section 2(a)(1) or section 2(b)(1) of the Act, 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 Act minimum wage through the combination of direct wages and tip credit; and Page I-26 Contract Clauses 12/17/97 82 RFP3-085970 Section I (4) The use of such tip credit must have been permitted under any predecessor collective bargaining agreement applicable by virtue of section 4(c) of the Act. (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. (End of Clause) I.12 SERVICE CONTRACT ACT (SCA) MINIMUM WAGES AND FRINGE BENEFITS (FAR 52.222-47) (MAY 1989) An SCA wage determination applicable to this work has been requested from the U.S. Department of Labor. If an SCA wage determination is not incorporated herein, the bidders/offerors shall consider the economic terms of the collective bargaining agreement (CBA) between the incumbent Contractors Cortez III Service Corporation and International Brotherhood of Teamsters Local 293 and Ozanne Construction Company and International Brotherhood of Teamsters, Chaufeurs, Warehousemen and Helpers of America, Local Union 416. If the economic terms of the collective bargaining agreement or the collective bargaining agreement itself is not attached to the solicitation, copies can be obtained from the Contracting Officer. Pursuant to Department of Labor Regulation, 29 CFR 4.1b and paragraph (g) of the clause at 52.222-41, Service Contract Act of 1965, as amended, the economic terms of that agreement will apply to the contract resulting from this solicitation, notwithstanding the absence of a wage determination reflecting such terms, unless it is determined that the agreement was not the result of arm's length negotiations or that after a hearing pursuant to section 4(c) of the Act, the economic terms of the agreement are substantially at variance with the wages prevailing in the area. (End of Clause) Page I-27 Contract Clauses 12/17/97 83 RFP3-085970 Section I I.13 HAZARDOUS MATERIAL IDENTIFICATION AND MATERIAL SAFETY DATA (FAR 52.223-3) (JAN 1997) ALTERNATE I (JUL 1995) (a) "Hazardous material," as used in this clause, includes any material defined as hazardous under the latest version of Federal Standard No. 313 (including revisions adopted during the term of the contract). (b) The offeror must list any hazardous material, as defined in paragraph (a) of this clause, to be delivered under this contract The hazardous material shall be properly identified and include any applicable identification number, such as National Stock Number or Special Item Number. This information shall also be included on the Material Safety Data Sheet submitted under this contract. Material (If none, insert "None") Identification No. - ----------------------- ------------------------ - ----------------------- ------------------------ - ----------------------- ------------------------ (c) This list must be updated during performance of the contract whenever the Contractor determines that any other material to be delivered under this contract is hazardous. (d) The apparently successful offeror agrees to submit, for each item as required prior to award, a Material Safety Data Sheet, meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous material identified in paragraph (b) of this clause. Data shall be submitted in accordance with Federal Standard No. 313, whether or not the apparently successful offeror is the actual manufacturer of these items. Failure to submit the Material Safety Data Sheet prior to award may result in the apparently successful offeror being considered nonresponsible and ineligible for award. (e) If, after award, there is a change in the composition of the item(s) or a revision to Federal Standard No. 313, which renders incomplete or inaccurate the data submitted under paragraph (d) of this clause, the Contractor shall promptly notify the Contracting Officer and resubmit the data. (f) Neither the requirements of this clause nor any act or failure to act by the Government shall relieve the Contractor of any responsibility or liability for the safety of Government, Contractor, or subcontractor personnel or property. Page I-28 Contract Clauses 12/17/97 84 RFP3-085970 Section I (g) Nothing contained in this clause shall relieve the Contractor from complying with applicable Federal, State, and local laws, codes, ordinances, and regulations (including the obtaining of licenses and permits) in connection with hazardous material. (h) The Government's rights in data furnished under this contract with respect to hazardous material are as follows: (1) To use, duplicate and disclose any data to which this clause is applicable. The purposes of this right are to-- (i) Apprise personnel of the hazards to which they may be exposed in using, handling, packaging, transporting, or disposing of hazardous materials; (ii) Obtain medical treatment for those affected by the material; and (iii) Have others use, duplicate, and disclose the data for the Government for these purposes. (2) To use, duplicate, and disclose data furnished under this clause, in accordance with subparagraph (h)(1) of this clause, in precedence over any other clause of this contract providing for rights in data. (3) The Government is not precluded from using similar or identical data acquired from other sources. (i) Except as provided in paragraph (i)(2), the Contractor shall prepare and submit a sufficient number of Material Safety Data Sheets (MSDS's), meeting the requirements of 29 CFR 1910.1200(g) and the latest version of Federal Standard No. 313, for all hazardous materials identified in paragraph (b) of this clause. (1) For items shipped to consignees, the Contractor shall include a copy of the MSDS's with the packing list or other suitable shipping document which accompanies each shipment. Alternatively, the Contractor is permitted to transmit MSDS's to consignees in advance of receipt of shipments by consignees, if authorized in writing by the Contracting Officer. (2) For items shipped to consignees identified by mailing address as agency depots, distribution centers or customer supply centers, the Contractor shall provide one copy of the MSDS's in or on each shipping container. If Page I-29 Contract Clauses 12/17/97 85 RFP3-085970 Section I affixed to the outside of each container, the MSDS's must be placed in a weather resistant envelope. (End of Clause) I.14 RIGHTS TO PROPOSAL DATA (TECHNICAL) (FAR 52.227-23) (JUN 1987) Except for data contained on pages TBD, it is agreed that as a condition of award of this contract, and notwithstanding the conditions of any notice appearing thereon, the Government shall have unlimited rights (as defined in the "Rights in Data-- General" clause contained in this contract) in and to the technical data contained in the proposal dated TBD, upon which this contract is based. (End of Clause) I.15 AVAILABILITY OF FUNDS FOR THE NEXT FISCAL YEAR (FAR 52.232-19) (APR 1984) Funds are not presently available for performance under this contract beyond TBD. The Government's obligation for performance of this contract beyond that date is contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of the Government for any payment may arise for performance under this contract beyond TBD, until funds are made available to the Contracting Officer for performance and until the Contractor receives notice of availability, to be confirmed in writing by the Contracting Officer. (End of Clause) I.16 SUBCONTRACTS (COST-REIMBURSEMENT AND LETTER CONTRACTS) (FAR 52.244-2) (OCT 1997) ALTERNATE I (AUG 1996) (a) "Subcontract" as used in this clause, includes but is not limited to purchase orders, and changes and modifications to purchase orders. The Contractor shall notify the Contracting Officer reasonably in advance of entering into any subcontract if-- (1) The proposed subcontract is of the cost-reimbursement, time-and-materials, or labor-hour type; Page I-30 Contract Clauses 12/17/97 86 RFP3-085970 Section I (2) The proposed subcontract is fixed-price and exceeds the greater of-- (i) The simplified acquisition threshold; or (ii) 5 percent of the total estimated cost of this contract. (3) The proposed subcontract has experimental, developmental, or research work as one of its purposes; or (4) This contract is not a facilities contract and the proposed subcontract provides for the fabrication, purchase, rental, installation, or other acquisition of special test equipment valued in excess of $25,000 or of any items of facilities. (b) (1) In the case of a proposed subcontract that-- (i) Is of the cost-reimbursement time-and-materials, or labor- hour type and is estimated to exceed $25,000, including any fee; (ii) Is proposed to exceed $100,000; or (iii) Is one of a number of subcontracts with a single subcontractor, under this contract for the same or related supplies or services that, in the aggregate, are expected to exceed $100,000, the advance notification required by paragraph (a) above shall include the information specified in subparagraph (b)(2) of this clause. (2) (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 and an explanation of why and how the proposed subcontractor was selected, including the competition obtained. (iv) The proposed subcontract price and the Contractor's cost or price analysis. (v) The subcontractor's current, complete, and accurate cost or pricing data and Certificate of Current Cost or Pricing Data, if required by other contract provisions. Page I-31 Contract Clauses 12/17/97 87 RFP3-085970 Section I (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 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 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 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. (c) The Contractor shall obtain the Contracting Officer's written consent before placing any subcontract for which advance notification is required under paragraph (a) above. However, the Contracting Officer may ratify in writing any such subcontract. Ratification shall constitute the consent of the Contracting Officer. (d) If the Contractor has an approved purchasing system and the subcontract is within the scope of such approval, the Contractor may enter into the subcontracts described in subparagraphs (a)(1) and (a)(2) of this clause without the consent of the Contracting Officer. Page I-32 Contract Clauses 12/17/97 88 RFP3-085970 Section I (e) Even if the Contractor's purchasing system has been approved, the Contractor shall obtain the Contracting Officer's written consent before placing subcontracts identified below: - ---------------------------------------------- - ---------------------------------------------- - ---------------------------------------------- (f) Unless the consent of 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 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 paragraph 15.404-4(c)(4)(i) of the Federal Acquisition Regulation (FAR). (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) To facilitate small business participation in subcontracting, the Contractor agrees to provide progress payments on subcontracts under this contract that are fixed-price subcontracts with small business concerns in conformity with the standards for customary progress payments stated in FAR 32.502-1 and 32.504(f), as in effect on the date of this contract. The Contractor further agrees that the need for such progress payments will not be considered a handicap or adverse factor in the award of subcontracts. (j) The Government reserves the right to review the Contractor's purchasing system as set forth in FAR Subpart 44.3. (End of Clause) Page I-33 Contract Clauses 12/17/97 89 RFP3-085970 Section I I.17 MANDATORY INFORMATION FOR ELECTRONIC FUNDS TRANSFER PAYMENT (FAR 52.232-33) (AUG 1996) (a) Method of payment. Payments by the Government under this contract, including invoice and contract financing payments, may be made by check or electronic funds transfer (EFT) at the option of the Government. If payment is made by EFT, the Government may, at its option, also forward the associated payment information by electronic transfer. As used in this clause, the term "EFT" refers to the funds transfer and may also include the information transfer. (b) Mandatory submission of Contractor's EFT information. (1) The Contractor is required, as a condition to any payment under this contract, to provide the Government with the information required to make payment by EFT as described in paragraph (d) of this clause, unless the payment office determines that submission of the information is not required. However, until January 1, 1999, in the event the Contractor certifies in writing to the payment office that the Contractor does not have an account with a financial institution or an authorized payment agent, payment shall be made by other than EFT. For any payments to be made after January 1, 1999, the Contractor shall provide EFT information as described in paragraph (d) of this clause. (2) If the Contractor provides EFT information applicable to multiple contracts, the Contractor shall specifically state the applicability of this EFT information in terms acceptable to the payment office. (c) Contractor's EFT information. Prior to submission of the first request for payment (whether for invoice or contract financing payment) under this contract, the Contractor shall provide the information required to make contract payment by EFT, as described in paragraph (d) of this clause, directly to the Government payment office named in this contract. If more than one payment office is named for the contract, the Contractor shall provide a separate notice to each office. In the event that the EFT information changes, the Contractor shall be responsible for providing the changed information to the designated payment office(s). (d) Required EFT information. The Government may make payment by EFT through either an Automated Clearing House (ACH) subject to the banking laws of the United States or the Federal Reserve Wire Transfer System at the Government's option. The Contractor shall provide the following information for both methods in a form acceptable to the designated payment office. The Contractor may supply this data for this or multiple contracts (see paragraph (b) of this clause). Page I-34 Contract Clauses 12/17/97 90 RFP3-085970 Section I (1) The contract number to which this notice applies. (2) The Contractor's name and remittance address, as stated in the contract and account number at the Contractor's financial agent. (3) The signature (manual or electronic, as appropriate), title, and telephone number of the Contractor official authorized to provide this information. (4) For ACH payments only: (i) Name, address, and 9-digit Routing Transit Number of the Contractor's financial agent. (ii) Contractor's account number and the type of account (checking, saving, or lockbox). (5) For Federal Reserve Wire Transfer System payments only: (i) Name, address, telegraphic abbreviation, and the 9-digit Routing Transit Number for the Contractor's financial agent. (ii) If the Contractor's financial agent is not directly on-line to the Federal Reserve Wire Transfer System and, therefore, not the receiver of the wire transfer payment, the Contractor shall also provide the name, address, and 9-digit Routing Transit Number of the correspondent financial institution receiving the wire transfer payment. (e) Suspension of payment. (1) Notwithstanding the provisions of any other clause of this contract, the Government is not required to make any payment under this contract until after receipt, by the designated payment office, of the correct EFT payment information from the Contractor or a certificate submitted in accordance with paragraph (b) of this clause. Until receipt of the correct EFT information, any invoice or contract financing request shall be deemed not to be a valid invoice or contract financing request as defined in the Prompt Payment clause of this contract. (2) If the UT information changes after submission of correct EFT information, the Government shall begin using the changed EFT information no later than the 30th day after its receipt to the extent payment is made by EFT. However, the Contractor may request that no further payments be made until the changed EFT information is implemented by the payment office. If such suspension would result in a late payment under the Prompt Payment clause of this contract, the Contractor's request Page I-35 Contract Clauses 12/17/97 91 RFP3-085970 Section I for suspension shall extend the due date for payment by the number of days of the suspension. (f) Contractor EFT arrangements. The Contractor shall designate a single financial agent capable of receiving and processing the electronic funds transfer using the EFT methods described in paragraph (d) of this clause. The Contractor shall pay all fees and charges for receipt and processing of transfers. (g) Liability for uncompleted or erroneous transfers. (1) If an uncompleted or erroneous transfer occurs because the Government failed to use the Contractor-provided EFT information in the correct manner, the Government remains responsible for (i) making a correct payment, (ii) paying any prompt payment penalty due, and (iii) recovering any erroneously directed funds. (2) If an uncompleted or erroneous transfer occurs because Contractor-provided EFT information was incorrect at the time of Government release of the EFT payment transaction instruction to the Federal Reserve System, and-- (i) If the funds are no longer under the control of the payment office, the Government is deemed to have made payment and the Contractor is responsible for recovery of any erroneously directed funds; or (ii) If the funds remain under the control of the payment office, the Government retains the right to either make payment by mail or suspend the payment in accordance with paragraph (e) of this clause. (h) EFT and prompt payment. (1) A payment shall be deemed to have been made in a timely manner in accordance with the Prompt Payment clause of this contract if, in the EFT payment transaction instruction given to the Federal Reserve System, the date specified for settlement of the payment is on or before the prompt payment due date, provided the specified payment date is a valid date under the rules of the Federal Reserve System. (2) When payment cannot be made by EFT because of incorrect EFT information provided by the Contractor, no interest penalty is due after the date of the uncompleted or erroneous payment transaction, provided that notice of the defective EFT information is issued to the Contractor within 7 days after the Government is notified of the defective EFT information. Page I-36 Contract Clauses 12/17/97 92 RFP3-085970 Section I (i) EFT and assignment of claims. If the Contractor assigns the proceeds of this contract as provided for in the Assignment of Claims clause of this contract the assignee shall provide the assignee EFT information required by paragraph (d) of this clause. In all respects, the requirements of this clause shall apply to the assignee as if it were the Contractor. EFT information which shows the ultimate recipient of the transfer to be other than the Contractor, in the absence of a proper assignment of claims acceptable to the Government, is incorrect EFT information within the meaning of paragraph (e) of this clause. (j) Payment office discretion. If the Contractor does not wish to receive payment by EFT methods for one or more payments, the Contractor may submit a request to the designated payment office to refrain from requiring EFT information or using the EFT payment method. The decision to grant the request is solely that of the Government. (k) Change of EFT information by financial agent. The Contractor agrees that the Contractor's financial agent may notify the Government of a change to the routing transit number, Contractor account number, or account type. The Government shall use the changed data in accordance with paragraph (e)(2) of this clause. The Contractor agrees that the information provided by the agent is deemed to be correct information as if it were provided by the Contractor. The Contractor agrees that the agent's notice of changed EFT data is deemed to be a request by the Contractor in accordance with paragraph (e)(2) that no further payments be made until the changed EFT information is implemented by the payment office. (End of Clause) I.18 CLAUSES INCORPORATED BY REFERENCE (FAR 52.252-2) (JUN 1988) This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request the Contracting Officer will make their full text available. (End of Clause) I.19 MINIMUM INSURANCE COVERAGE (NASA 18-52.228-75) (OCT 1988) The Contractor shall obtain and maintain insurance coverage as follows for the performance of this contract: Page I-37 Contract Clauses 12/17/97 93 RFP3-085970 Section I (a) Worker's compensation and employer's liability insurance as required by applicable Federal and state workers' compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the employer's liability section of the insurance policy, except when contract operations are so commingled with the Contractor's commercial operations that it would not be practical. The employer's liability coverage shall be at least $100,000, except in States with exclusive or monopolistic funds that do not permit workers' compensation to be written by private carriers. (b) Comprehensive general (bodily injury) liability insurance of at least $500,000 per occurrence. (c) Motor vehicle liability insurance written on the comprehensive form of policy which provides for bodily injury and property damage liability covering the operation of all motor vehicles used in connection with performing the contract. Policies covering motor vehicles operated in the United States shall provide coverage of at least $200,000 per person and $500,000 per occurrence for bodily injury liability and $20,000 per occurrence for property damage. The amount of liability coverage on other policies shall be commensurate with any legal requirements of the locality and sufficient to meet normal and customary claims. (d) Comprehensive general and motor vehicle liability policies shall contain a provision worded as follows: "The insurance company waives any right of subrogation against the United States of America which may arise by reason of any payment under the policy." (e) When aircraft are used in connection with performing the contract, aircraft public and passenger liability insurance of at least $200,000 per person and $500,000 per occurrence for bodily injury, other than passenger liability, and $200,000 per occurrence for property damage. Coverage for passenger liability bodily injury shall be at least $200,000 multiplied by the number of seats or passengers, whichever is greater. (End of Clause) I.20 LIMITATION OF FUNDS (FIXED-PRICE CONTRACT) (NASA 18-52.232-77) (MAR 1989) (a) Of the total price of items TBD through TBD, the sum of $TBD is presently available for payment and allotted to this contract It is Page I-38 Contract Clauses 12/17/97 94 RFP3-085970 Section I anticipated that from time to time additional funds will be allocated to the contract in accordance with the following schedule, until the total price of said items is allotted: SCHEDULE FOR ALLOTMENT OF FUNDS Date Amounts [Insert schedule for allotment of funds] TBD - ----------------------------------------------------- - ----------------------------------------------------- - ----------------------------------------------------- - ----------------------------------------------------- (b) The Contractor agrees to perform or have performed work on the items specified in paragraph (a) above up to the point at which, if this contract is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause would, in the exercise of reasonable judgment by the Contractor, approximate the total amount at the time allotted to the contract. The Contractor is not obligated to continue performance of the work beyond that point. The Government is not obligated in any event to pay or reimburse the Contractor more than the amount from time to time allotted to the contract, anything to the contrary in the Termination for Convenience of the Government clause notwithstanding. (c) (1) It is contemplated that funds presently allotted to this contract will cover the work to be performed until TBD. (2) If funds allotted are considered by the Contractor to be inadequate to cover the work to be performed until that date, or an agreed date substituted for it, the Contractor shall notify the Contracting Officer in writing when within the next 60 days the work will reach a point at which, if the Contractor is terminated pursuant to the Termination for Convenience of the Government clause of this contract, the total amount payable by the Government (including amounts payable for subcontracts and settlement costs) pursuant to paragraphs (f) and (g) of that clause will approximate 75 percent of the total amount then allotted to the contract. Page I-39 Contract Clauses 12/17/97 95 RFP3-085970 Section I (3) (i) The notice shall state the estimated date when the point referred to in subparagraph (2) above will be reached and the estimated amount of additional funds required to continue performance to the date specified in subparagraph (1) above, or an agreed date substituted for it. (ii) The Contractor shall, 60 days in advance of the date specified in subparagraph (1) above, or an agreed date substituted for it advise the Contracting Officer in writing as to the estimated amount of additional funds required for the timely performance of the contract for a further period as may be specified in the contract or otherwise agreed to by the parties. (4) If, after the notification referred to in subdivision (3)(ii) above, additional funds are not allotted by the date specified in subparagraph (1) above, or an agreed date substituted for it, the Contracting Officer shall, upon the Contractor's written request terminate this contract on that date or on the date set forth in the request, whichever is later, pursuant to the Termination for Convenience of the Government clause. (d) When additional funds are allotted from time to time for continued performance of the work under this contract, the parties shall agree on the applicable period of contract performance to be covered by these funds. The provisions of paragraphs (b) and (c) above shall apply to these additional allotted funds and the substituted date pertaining to them, and the contract shall be modified accordingly. (e) If, solely by reason of the Government's failure to allot additional funds in amounts sufficient for the timely performance of this contract, the Contractor incurs additional costs or is delayed in the performance of the work under this contract, and if additional funds are allotted, an equitable adjustment shall be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the items to be delivered, or in the time of delivery, or both. (f) The Government may at any time before termination, and, with the consent of the Contractor, after notice of termination, allot additional funds for this contract. (g) The provisions of this clause with respect to termination shall in no way be deemed to limit the rights of the Government under the default clause of this contract. The provisions of this Limitation of Funds clause are limited to the work on and allotment of funds for the items set forth in paragraph (a) above. This clause shall become inoperative upon the allotment of funds for the total price of said work except for rights and obligations then existing under this clause. Page I-40 Contract Clauses 12/17/97 96 RFP3-085970 Section I (h) Nothing in this clause shall affect the right of the Government to terminate this contract pursuant to the Termination for Convenience of the Government clause of this contract. (End of Clause) (END OF SECTION) Page I-41 Contract Clauses 12/17/97 97 RFP3-085970 Section J PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS SECTION J LIST OF ATTACHMENTS ------------------- The following document or lists are available on the internet or included as hard copy in the RFP. Exceptions to this are noted below. No. Attachment Description Pages - ---------- ----------- ----- A List of Installation-Provided Government Property 58 (Available in hard copy in Reading Room) Page J-1 List of Attachments 12/17/97 98 RFP3-085970 Section J SECTION J ATTACHMENT A LIST OF INSTALLATION-PROVIDED GOVERNMENT PROPERTY (Available in hard copy in Reading Room) List of Installation-Provided Government Property 09/29/97 99 June 11, 1998 To: Mr. Ed Tribble From: Suren Singhal Subject: List of SETAR II Deliverables. Based on Contract # NAS3-98008 Solicitation Offer & Award Document, issued 9-30-97, a preliminary list of SETAR II deliverables follows. Warning: Although this list should be near complete, it is not based on a thorough study & may have missed some deliverables. 100 SETAR II DELIVERABLES - page 1 of xx (A Preliminary List) Task Order Technical & Cost Information Deliverable Due Date To Whom Ref. (page #) - ----------- -------- ------- ------------ Task Order Database COTR & ACOTR C-7 Description: Computer Support Services to maintain a comprehensive task order status database. The database shall provide administrative & financial information to track & monitor funding and costing for each task order. The database shall also be capable of award fee score input and data reduction. Technical Progress Report TR C-7 for each task Description: The monthly Technical Progress Report will detail key technical accomplishments, issues, and action items. Computer Disk containing all COTR C-7 Technical Progress Reports Cost Report for each task TR C-7 Description: The monthly Cost Report will contain a detailed cost breakdown by cost element for the current month, fiscal year, and contract to date charges. The report will also reflect funding to date, funding balance, and the current burnrate for the task. Monthly 533 Report C-7 Other Reports C-7 Description: From time to time, Co or COTR may request special reports which shall be provided. New Task orders COTR H-ll&12 Description: All work on the contract will be accomplished through the issuance of performance based task orders. Individual task orders may be either fixed-price or cost reimbursable (10% of total contract tasks limit on fixed-price??) Celine, p1. type C from page H-11 & 12. Please see pages H-12&13 for Task Order Response Format (attached herewith) 101 SETAR II DELIVERABLES - page 2 of xx (A Preliminary List) Cost Reimbursement Information Deliverable Due Date To Whom Ref. (page #) - ----------- -------- ------- ------------ Cost Vouchers G-1l&12 Description: (a) Cost vouchers for payment of cost-reimbursement task orders shall include a reference to this contract and task order number on the "Order for Supplies or Services" Form 347 which sets forth the available funding (see Clause B.3 Contract Funding) (b) Cost vouchers, as submitted through DCAA, shall be accompanied by 2 copies of the NASA Form 533 designated to be delivered to the Cost Accounting and Commercial Payments Branch as set forth in the Attachment H, entitled "Individual Task Reporting Requirements" in Section J of this contract. (c) The contractor shall prepare vouchers identifying all cost (including G&A, COM, OH, etc.) for each task order as a separate line item as follows: (1) One original Standard Form (SF) 1034, SF 1035 or equivalent Contractor's attachment. (2) Seven copies of SF 1034A, or equivalent Contractor's attachment. (3) The contractor shall mark SF1034A copies 1,2,3,4 and such other copies as may be directed by the Contracting Officer by insertion in the memorandum block the names and addresses as follows: (i) Copy 1 - NASA Contracting Officer; (ii) Copy 2 - DCAA Auditor; (iii) Copy 3 - Contractor; (iv) Copy 4 - Contract administration office, if delegated (d) Fee vouchers for payment of fee shall be prepared similarly identifying each task as a separate line item in accordance with 18-52.216-76, "Award Fee for Service contracts" and be forwarded to: NASA Lewis Research Center Cost Accounting and Commercial Payment Branch Mail Stop 500-303 21000 Brookpark Road Cleveland, OH 44135 This is the designated billing office for fee vouchers for 102 purposes of the Prompt Payment clause of the contract. (e) In the event that amounts are withheld from payment in accordance with provisions of this contract, a separate voucher for the amount withheld will be required before payment for that amount may be made. 103 SETAR II DELIVERABLES - page 2 of xx (A Preliminary List) Request for Government-Owned Equipment Deliverable Due Date To Whom Ref. (page #) - ----------- -------- ------- ------------ Written Request 30 days CO G-4 before use Description: Upon determination of need for any Government-owned equipment item for performance of this contract, the contractor shall provide to CO a written request justifying the need for the equipment and the reasons why contractor-owned property can not be used, citing the applicable FAR or contract authority for use of Government-owned equipment. Equipment being acquired as a deliverable end item listed in the contract or as a component for incorporation into a deliverable end item listed in the contract is exempt from this requirement. The contractor's - Celine, p1. insert A from page G-4 104 SETAR II DELIVERABLES - page 2 of xx (A Preliminary List) Key Personnel and Facilities Deliverable Due Date To Whom Ref. (page #) - ----------- -------- ------- ------------ Written Justification reasonably CO H-4 in advance Description: Celine, p1. insert B from page H-4 105 Contract Ceilings/Surprises/Requirements to Watch Award Fee/Profit Data: o Profit = $?? (page B-2) o Max Total Fixed Fee = $?? (page B-2) o Max Award Fee Pool = $?? (page B-2) o No Fee/Profit on acquisition of govt. property (page G-18) o AF plan may be revised unilaterally by govt. prior to beginning of a new rating period (page B-3) o Govt. may put AF>85% in a reserve (page B-3) Contract Data: o Contract Minimum = $6M (page B-2) o Contract Maximum = $43.760345M (page B-2) o Max Fixed Price Contract = 86,940 hours (page B-2) Cost: o Indirect cost ceilings (page G-13) o Under/Over billing ceilings (page G-15) o Overtime $2K (page G-l5) Government Owned Equipment: o Contractor can buy equipment on task if it is a deliverable or is a component for incorporation into a deliverable. Except for this, need CO approval to get equipment as GOE 30 days prior to need. May buy with CO consent after 30 days if not available as GOE (page G-4). o Contractor use of govt. property at off-site locations needs SEMO approval (page G-6). o Contractor Liability (page G-6&7) o Contractor needs approval to take contractor property on-site (page G-8) Patents & Rights in Data: Page G-10 and I-30 Personnel Issues: o Notify COTR 5 days prior to release of contractor employee. Return badge on last day (page H-2). o Any change in certain key personnel and facilities be reported to CO in advance with justification to permit evaluation of impact on contract and to get written consent of CO (page H-4). 106 o List of key personnel & facilities may, with govt. consent, be amended from time to time (page H-4) o Employees be informed of 911 for emergencies (page H-8). o Nonemergency accidents be notified to COTR (page H-8) Reporting: o Monthly Technical Progress Report comprised of key technical accomplishments, issues, and action items for each task to TRs and a disk containing all Monthly Progress Reports to COTR within 10 days of closing of accounting month, exception: 30 days only for June, 1998 (page C-7) o Monthly Cost Report comprised of cost details for current month, FY, and contract to date charges, funding to date, funding balance, and current burn rate to for each task to TRs and 533M and Administrative & Financial Information Database to COTR within 10 days of closing of accounting month, exception: 30 days only for June, 1998 (page C-7). The CO may direct contractor to submit 533 at a different interval (page G-2). Security Requirements: o Vision tests, annual training in computer security (pages H-4&8) Vouchers: o Submit invoice for FFP payment no more frequently than monthly (page G-10) and paid monthly (page G-18). o Cost vouchers should include 1034, 1035, and 1034A (page G-ll). 107 NASA NAS3-98008 Mods & Amendments Add to Basic contract 108 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES 1 of 2 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) 1 11-9-98 N/A - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 0616/TAS 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Lewis Research Center Thomas A. Spicer Services and Construction Branch 21000 Brookpark Road, Mail Stop 500-312 Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |_| 9A. AMENDMENT OF SOLICITATION NO. Dynacs Engineering Company Inc. --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- 10B. DATED (SEE ITEM 13) CODE (PF)(9) FACILITY CODE 12-17-98 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: Mutual Agreement - ------------------------------------------------------------------------------------------------------------------------------------ |_| D. OTHER (Specify type of modification and authority) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 1 copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) (1) On October 28, 1998, consent was given to subcontract for assets owned by Federal Data Corporation(FDC). The assets shall be depreciated over the 24 months remaining on the contract using the sum-of-years-digits depreciation method. These assets are subject to clause G.9, "Option to Purchase Contractor Equipment (Nov 1996): - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) KEVIN M. MCQUADE; DIR. BUSINESS & ADMIN Thomas A. Spicer, Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Kevin M. McQuade 11-9-98 BY /s/ Thomas A. Spicer 11/9/98 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-807030-105 30-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243 DUPLICATE ORIGINAL
109 At the end of the contract period of performance, the contractor grants the Government options for the following: (l) the Contractor agrees to sell any Contractor-owned property used in the performance of this contract to a successor Contractor at its depreciated value based on the Contractor's depreciation schedule; or (2) The Contractor agrees to sell any Contractor-owned property used in performance of this contract to the Government at its depreciated value based on the Contractor's depreciation schedule; or (3) The contractor agrees to utilize the depreciated property on a follow-on contract if the Contractor is the Successor Contractor; or (4) the Contractor will sell the property for fair market value within ninety days after the end of period of performance and will credit the contract for the amount in excess of the sale price minus the depreciated value and selling expenses. The Government may exercise one of the above options by unilateral modification issued to the Contractor not later than thirty (30) days after the end of the contract period of performance. (2) The following requirements are made a part of The Statement of Work: (a) "Year 2000 compliant," as used herein, means that the information technology (hardware, software and firmware, including embedded systems or any other electro-mechanical or processor-based systems used in accordance with its associated documentation) accurately processes date and date-related data (including, but not limited to, calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology being acquired, properly exchanges date and date-related data with it. (b) Any information technology provided, operated and/or maintained under this must be Year 2000 compliant. To ensure this result, the Contractor shall provide documentation describing how the information technology (IT) items or services demonstrate Year 2000 compliance. (c) Milestones for Renovation, Validation and Implementation: Any IT determined to be non-year 2000 compliant shall be replaced, retired, or repaired in accordance with the following schedule: o "Renovation" includes making and documenting software and hardware changes, developing replacement systems, and decommissioning systems to be retired. The Contractor-must complete renovation of affected software, hardware and firmware by December 31, 1998. o "Validation includes unit, integration, system, and end-to-end testing for 2000 compliance. The contractor must complete validation and testing of converted or replaced systems into a production environment. The Contractor must complete implementation by March 31, 1999. o "Implementation includes acceptance testing and integration of converted and replaced systems into a production environment. The contractor must complete implementation by March 31, 1999. (d) At a minimum, the contractor shall provide documentation, including project plans and status reports, which demonstrate that the Contractor is meeting the milestones listed above. 110 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES NAS3-98008 1 407 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) Modification Number Three (03) 7/23/99 NONE SETAR II - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 7830/Lupson 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Glenn Research Center Services & Construction Branch (M.S. 500-312) 21000 Brookpark Road Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |X| 9A. AMENDMENT OF SOLICITATION NO. Dynacs Engineering Company Inc. --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- |X| 10B. DATED (SEE ITEM 13) CODE FACILITY CODE 12/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: 52.233-1 entitled "Disputes", 52.243-4 entitled "Changes" and mutual agreement - ------------------------------------------------------------------------------------------------------------------------------------ |_| D. OTHER (Specify type of modification and authority) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor |_| is not, |_| is required to sign this document and return __ copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) (SEE ATTACHED PAGES) - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) [ILLEGIBLE] Thomas A. Spicer / Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY Vice President & Program Manager 7/7/99 BY /s/ Thomas A. Spicer 7/23/99 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-807030-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
111 MODIFICATION NUMBER THREE (3) PAGE 2 OF 407 WHEREAS, The Government has directed and requested certain changes in the contract, and the Contractor has submitted the appropriate proposals for the additional Changes requested; and WHEREAS, The Parties hereto have negotiated and agreed to an equitable adjustment in the contract; NOW THEREFORE, In consideration of the premises and of the obligations herein set forth, the parties hereto do mutually agree as follows: "In Section B of the contract, page B-2 is deleted in its entirety and the attached Section B page B-2/Revised is substituted therefore and made a part hereof; In Section 6 of the contract, pages G-13 and G-14 are deleted in their entirety and the attached Section 6 pages G-13/Revised and G-14/Revised is substituted therefor. Pages G-19 through G-26 /Revised are hereby added to Section G and include the contract clauses G.20 "Government Property (52.245-5)", G.21 "Financial Reporting Of NASA Property In The Custody Of Contractors(1852.24.5-73)" and G.22 "List Of Government-Furnished Property(1852.245-76)" and are made a part hereof; In Section I of the Contract, pages 1-42 through I-50/Revised are hereby added to Section I and include the contract clauses I-21 "Employment Reports On Disabled Veterans and Veterans Of The Vietnam Era(52.222-37)" and I-22 "New Technology (1852.227-70) and are made a part hereof; In Section J of the Contract, Section J is deleted in it's entirety and the Attached Section J Revised is substituted therefor and made a part hereof;" The Period of Performance remains unchanged from June 1,1998 to August 31, 2000. The Parties hereto acknowledge and agree that any and all claims for equitable adjustment of the contract price and time pursuant to the provisions of the clause(s) 52.243-04 entitled "CHANGES", and 52.233-01 entitled "DISPUTES" and Mutual Agreement are hereby fully satisfied and discharged with respect to this Supplemental Agreement Number Three (3). [END OF MODIFICATION] 112 SECTION B / REVISED Contract Maximum: The Government issued Task Order(s) under this contract shall not exceed a maximum of $66,797,004 (Cost=$64,795,583; Fee/Profit=$2,001,421) for the 27 months of performance. Task Order(s) shall be issued on either a Firm Fixed Price (FFP) basis or on a Cost Reimbursable (CR) basis. Ten percent of the technical hours (111,065 hours) have the potential of being worked under fixed priced task order(s). The profit will be $2.34/technical hour agreed to at task acceptance. The maximum total fixed fee for 27 months is $259,892. Ninety percent of the technical hours (999,582 hours) have the potential of being worked under cost plus award fee task order(s). The Award Fee periods, award fee per technical hour, and the maximum award fee pool is as follows:
Period Fee Per Tech. Hour Maximum Award Fee Pool - ------ ------------------ ---------------------- 1 Jun 1/98-Feb 28/99 [ * ] [ * ] 2 Mar 1/99-Aug 31/99 [ * ] [ * ] 3 Sep 1/99-Feb 28/00 [ * ] [ * ] 4 Mar 1/00-Aug 31/00 [ * ] [ * ] TOTAL
(a) FIRM FIXED PRICE TASK ORDERS Firm Fixed Price task order(s) shall be issued for work that can be well defined and for which a fair and reasonable price can be obtained. The price is not subject to any adjustment on the basis of contract cost experience. (b) COST - REIMBURSEMENT TASK ORDERS Work performed by the contractor shall be reimbursed based upon allowable costs incurred, subject to negotiated limitations. (c) AWARD FEE Based upon the Contractor's overall performance, an award fee may be provided to the Contractor. The amount of fee will be determined by the Government. The award fee pool will be divided into two parts. The first part will consider the contract administration and cost control. The second part will consider task order performance. (End Of Clause) Page B-2 / Revised * Confidential information has been omitted and filed separately with the Commission. 113 SECTION G / REVISED (1) Final payment for Distributed Cost, including General and Administrative (G&A) expenses will be based on the application of the actual audited rate, but not in excess of the following ceilings:
- -------------------------------------------------------------------------------- RATE BASE TO WHICH RATE CFY 1998 CFY 1999 CATEGORY APPLIES JUNE 1 - DEC.31 JAN.1-JUNE 3O - -------------------------------------------------------------------------------- SUPPORT TECHNICAL PRODUCTIVE LABOR LABOR COST [ * ] [ * ] - -------------------------------------------------------------------------------- LABOR TECHNICAL PRODUCTIVE OVERHEAD LABOR COST [ * ] [ * ] - -------------------------------------------------------------------------------- GENERAL & TOTAL ALLOWABLE ADMINISTRATIVE EXCLUDING TASK DIRECT EXPENSE [ * ] [ * ] - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RATE CATEGORY BASE TO WHICH RATE CFY 1999 CFY 2000 APPLIES JULY 1 - DEC.31 JAN. 1-AUG.31 - -------------------------------------------------------------------------------- DISTRIBUTED TECHNICAL PRODUCTIVE COSTS LABOR COST [ * ] [ * ] - -------------------------------------------------------------------------------- GENERAL & TOTAL ALLOWABLE ADMINISTRATIVE EXCLUDING TASK DIRECT & EXPENSE APPLICABLE. G&A* [ * ] [ * ] - --------------------------------------------------------------------------------
*Note: This 4% cap is included in the total ceiling rate of 75% (2) Definitions: "Distributed Costs" is the Support Labor, Labor Overhead, ODC's-Facilities, Other ODC's and G&A. (i) "Technical Productive Labor Cost" is the direct labor cost, without any burdens, of ALL personnel charging directly to task orders, in accordance with the contractors DCAA approved accounting system EXCLUDING the following personnel and/or functions: (A) Program Manager (B) Department Directors (C) Executive Secretary (D) Support Overhead Labor (ii) "Program Manager" is the individual who runs the Dynacs organization at GRC. This person, regardless of title classification, would be responsible for the directing and carrying on of Dynacs' business and/or affairs as they relate to the overall performance of this contract. (iii) "Department Directors" are those individuals who are one level below the "Program Manager" and who are entrusted with the overall direction and operation of the "technical departments" at GRC. The "technical departments" are Aeromechanics, Aerospace Technology. Aeropropulsion Systems, and Space Sciences. (iv)"Executive Secretary" is the individual(s) who to a substantial degree, directly or indirectly, provides the "Program Manager" with secretarial support. Page G-13 / Revised * Confidential information has been omitted and filed separately with the Commission. 114 SECTION G / REVISED (v) "Support Labor" labor in addition to labor defined in (ii), (iii) and (iv) above, associated with the following administrative functions: Accounting, Payroll, Human Resources, Contract Management, Purchasing, and Safety & Quality Assurance. (vi) "Direct Labor Cost" is that cost associated with any personnel who is not in a paid absence status such as vacation, sick, or holiday leave AND which is properly recorded and charged to the contract as Direct Labor Cost in accordance with both written company policy AND the contractor's DCAA approved accounting system. (vii) "Task Direct Charges" is that cost which is directly chargeable to a task order such as, but not limited to, travel and training directly related to a specific task AND any equipment and material directly related to, and/or necessary for, the performance of a specific task. (viii) "Labor Overhead" is the cost associated with employee absences, taxes, and benefits. Specific cost elements include but is not limited to: vacation, sick, administrative leave, FICA, FUTA, SUTA, workers compensation, employee morale and welfare, 401-(k), medical coverage, and long-term disability coverage. (ix) "G&A" is the Home Office residual costs allocated in accordance with CAS 403. (x) "Distributed Costs" are ALL CONTRACT DIRECT AND INDIRECT costs other than those costs specifically identified as "Technical Productive Labor Costs," "Task Direct Charges," and "Award Fee." "Distributed Costs" include cost elements such as: Labor Overhead, Facilities, Support Labor, Other Support and G&A. (3) Exceptions: (i) Increased Distributed Costs during the term of this contract that result from such items as statute, court decision or written rulings or regulations by the Internal Revenue Service or other taxing authority may be cause for adjustment of the distributed rate. (ii) Notwithstanding the above paragraph, in the event that the actual distributed rate exceeds the ceiling rate; all costs in excess of the ceiling rate are not reimbursable under this contract. (iii) The Contractor shall advise the Contracting Officer of any planned or approved accounting changes that would impact the subject rates and demonstrate how the changes will impact the negotiated ceilings. Page G-14 / Revised 115 SECTION G / REVISED GOVERNMENT PROPERTY CLAUSES FAR/NASA-FAR G.20 GOVERNMENT PROPERTY(Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts). (Jan 1986) 52.245-5 (a) Government-furnished property. (1) The term "Contractor's managerial personnel," as used in paragraph (g) of this clause, means any of the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of-- (i) All or substantially all of the Contractor's business; (ii) All or substantially all of the Contractor's operation at any one plant, or separate location at which the contract is being performed; or (iii) A separate and complete major industrial operation connected with performing this contract. (2) The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the property (hereinafter referred to as "Government-Furnished Property"). (3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contract's delivery or performance dates. (4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause. (5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the Contractor's timely written request, Page G-19 / Revised 116 SECTION G / REVISED make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause. (b) Changes in Government-furnished property. (1) The Contracting Officer may, by written notice, (i) decrease the Government-furnished property provided or to be provided under this contract or (ii) substitute other Government-furnished property for the property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice. (2) Upon the Contractor's written request, the Contracting Officer shall make an equitable adjustment to the contact in accordance with paragraph (h) of this clause, if the Government has agreed in the Schedule to make such property available for performing this contract and there is any-- (i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or (ii) Withdrawal of authority to use property, if provided under any other contract or lease. (c) Title. (1) The Government shall retain title to all Government-furnished property. (2) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendor's delivery of such property. (3) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon-- (i) Issuance of the property for use in contract performance; (ii) Commencement of processing of the property for use in contract performance; or (iii) Reimbursement of the cost of the property by the Government, whichever occurs first. (4) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as "Government property"), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property. Page G-20 / Revised 117 SECTION G / REVISED (d) Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer. (e) Property administration. (1) The Contractor shall be responsible and accountable for all Government property provided under the contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract. (2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions of FAR Subpart 45.5. (3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause. (f) Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the Government property. (g) Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)-- (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; Page G-21 / Revised 118 SECTION G / REVISED (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) Upon loss or destruction of, or damage to, Government property provided under this contract, the Contractor shall so notify the Contracting Officer and shall communicate with the loss and salvage organization, if any, designated by the Contracting Officer. With the assistance of any such organization, the Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- Page G-22 / Revised 119 SECTION G / REVISED (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, covering any paRT of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor's liability under this paragraph (g) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of, or damage to, Government property, Page G-23 / Revised 120 SECTION G / REVISED the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage. (h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor's exclusive remedy. the Government shall not be liable to suit for breach of contract for-- (1) Any delay in delivery of Government-furnished property; (2) Delivery of Government-furnished property in a condition not suitable for its intended use; (3) A decrease in or substitution of Government-furnished property; or (4) Failure to repair or replace Government property for which the Government is responsible. (i) Final accounting and disposition of Government property. Upon completing this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property not consumed in performing this contract or delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by this contract or paid to the Government as directed by the Contracting Officer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor's normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with the Contractor's established accounting procedures. (j) Abandonment and restoration of Contractor premises. Unless otherwise provided herein, the Government-- (1) May abandon any Government property in place, at which time all obligations of the Government regarding such abandoned property shall cease; and Page G-24 / Revised 121 SECTION G / REVISED (2) Has no obligation to restore or rehabilitate the Contractor's premises under any circumstances (e.g., abandonment, disposition upon completion of need, or contract completion). However, if the Government-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs. (k) Communications. All communications under this clause shall be in writing. (l) Overseas contracts. If this contract is to be performed outside the United States of America, its territories, or possessions, the words "Government" and "Government-furnished" (wherever they appear in this clause) shall be construed as "United States Government" and "United States Government-furnished," respectively. (End of clause) G.21 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS (SEPTEMBER 1996) 1852.245-73 (a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with 1845.505-14, the instructions on the form, and subpart 1845.71. Subcontractor use of NF 1018 is not required by this clause; however, the contractor shall include data on property in the possession of subcontractors in the annual NF-1018. (b) If administration of this contract has been delegated to the Department of Defense, the original of NASA Form 1018 shall be submitted to the NASA installation Financial Management Officer and three copies shall be sent concurrently through the DOD Property Administrator to the NASA office identified below. If the contract is administered by NASA, the original of NF - 1018 shall be submitted to the installation Financial Management Officer, and three copies shall be sent concurrently to the following NASA office: NASA GLENN RESEARCH CENTER INDUSTRIAL PROPERTY OFFICE M.S. 21-6 (c) The annual reporting period shall be from October 1 of each year through September 30 of the following year. The report shall be submitted in time to be received by October 31. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 31. The Contracting Officer may, in the Government's interest, withhold payment until Page G-25 / Revised 122 SECTION G / REVISED a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports when due, Such reserve shall be withheld until the Contracting Officer has determined that the required reports have been received by the Government. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. (d) A final report is required within 30 days after disposition of all property subject to reporting when the contract performance period is complete. (End of clause) G.22 LIST OF GOVERNMENT-FURNISHED PROPERTY (OCTOBER 1988) 1852.245-76 For performance of work under this contract, the Government will make available Government property identified below or in Attachment A of this contract on a no-charge-for-use basis. The Contractor shall use this property in the performance of this contract at the 2K1 Building and at other location(s) as may be approved by the Contracting Officer. Under the FAR 52.245 Government property clause of this contract, the Contractor is accountable for the identified property. See Attachment A for Item, Quantity, Acquisition Cost, and Date to be Furnished to the Contractor. (End of clause) [REVISED END OF SECTION] Page G-26 / Revised 123 SECTION I / REVISED I.21 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era. 52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (Jan 1999) (a) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on-- (1) The number of disabled veterans and the number of veterans of the Vietnam era in the workforce of the contractor by job category and hiring location; and (2) The total number of new employees hired during the period covered by the report, and of that total, the number of disabled veterans, and the number of veterans of the Vietnam era. (b) The above items shall be reported by completing the form entitled "Federal Contractor Veterans' Employment Report VETS-l00." (c) Reports shall be submitted no later than September 30 of each year beginning September 30, 1988. (d) The employment activity report required by paragraph (a)(2) of this clause shall reflect total hires during the most recent 12-month period as of the ending date selected for the employment profile report required by paragraph (a)(1) of this clause. Contractors may select an ending date: (1) As of the end of any pay period during the period January through March 1st of the year the report is due, or (2) As of December 31, if the contractor has previous written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100). (e) The count of veterans reported according to paragraph (a) of this clause shall be based on voluntary disclosure. Each Contractor subject to the reporting requirements at 38 U.S.C. 4212 shall invite all disabled veterans and veterans of the Vietnam era who wish to benefit under the affirmative action program at 38 U.S.C. 4212 to identify themselves to the Contractor. The invitation shall state that the information is voluntarily provided; that the information will be kept confidential; that disclosure or refusal to provide the information will not subject the applicant or employee to any adverse treatment; and that the information will be used only in accordance with the regulations promulgated under 38 U.S.C. 4212. Page I-42 / Revised 124 SECTION I / REVISED (f) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary. (End of clause) 1.22 NEW TECHNOLOGY (NOVEMBER 1998) 1852.227-70 (a) Definitions. "Administrator," as used in this clause, means the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative. "Contract," as used in this clause, means any actual or proposed contract, agreement, understanding, or other arrangement, and includes any assignment, substitution of parties, or subcontract executed or entered into thereunder. "Made," as used in this clause, means conception or first actual reduction to practice; provided, that in the case of a variety of plant, the date of determination (as defined in Section 4 1(d) of the Plant Variety Protection Act, 7 U.S.C. 240 1(d)) must also occur during the period of contract performance. "Nonprofit organization," as used in this clause, means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization qualified under a State nonprofit organization statute. "Practical application," as used in this clause, means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. "Reportable item," as used in this clause, means any invention, discovery, improvement, or innovation of the contractor, whether or not patentable or otherwise protectible under Title 35 of the United States Code, made in the performance of any work under any NASA contract or in the performance of any work that is reimbursable under any clause Page I-43 / Revised 125 SECTION I / REVISED in any NASA contract providing for reimbursement of costs incurred before the effective date of the contract. Reportable items include, but are not limited to, new processes, machines, manufactures, and compositions of matter, and improvements to, or new applications of, existing processes, machines, manufactures, and compositions of matter. Reportable items also include new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable or otherwise protectible under Title 17 of the United States Code. "Small business firm," as used in this clause, means a domestic small business concern as defined at 15 U.S.C. 632 and implementing regulations of the Administrator of the Small Business Administration. (For the purpose of this definition, the size standard contained in 13 CFR 121.3-8 for small business contractors and in 13 CFR 121.3-12 for small business subcontractors will be used.) "Subject invention," as used in this clause, means any reportable item which is or may be patentable or otherwise protectible under Title 35 of the United States Code, or any novel variety of plant that is or may be protectible under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.). (b) Allocation of principal rights. (1) Presumption of title. (i) Any reportable item that the Administrator considers to be a subject invention shall be presumed to have been made in the manner specified in paragraph (1) or (2) of Section 305(a) of the National Aeronautics and Space Act of 1958 (42 U.S.C. 2457(a)) (hereinafter called "the Act"), and the above presumption shall be conclusive unless at the time of reporting the reportable item the Contractor submits to the Contracting Officer a written statement, containing supporting details, demonstrating that the reportable item was not made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act. (ii) Regardless of whether title to a given subject invention would otherwise be subject to an advance waiver or is the subject of a petition for waiver, the Contractor may nevertheless file the statement described in paragraph (b)(1)(i) of this clause. The Administrator will review the information furnished by the Contractor in any such statement and any other available information relating to the circumstances surrounding the making of the subject invention and will notify the Contractor whether the Administrator has determined that the subject invention was made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act. (2) Property rights in subject inventions. Each subject invention for which the presumption of paragraph (b)(1)(i) of this clause is conclusive or for which there has been Page I-44 / Revised 126 SECTION I / REVISED a determination that it was made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act shall be the exclusive property of the United States as represented by NASA unless the Administrator waives all or any part of the rights of the United States, as provided in paragraph (b)(3) of this clause. (3) Waiver of rights. (i) Section 305(f) of the Act provides for the promulgation of regulations by which the Administrator may waive the rights of the United States with respect to any invention or class of inventions made or that may be made under conditions specified in paragraph (1) or (2) of Section 305(a) of the Act. The promulgated NASA Patent Waiver Regulations, 14 CFR Section 1245, Subpart 1, have adopted the Presidential Memorandum on Government Patent Policy of February 18, 1983, as a guide in acting on petitions (requests) for such waiver of rights. (ii) As provided in 14 CFR 1245, Subpart 1, Contractors may petition, either prior to execution of the contract or within 30 days after execution of the contract, for advance waiver of rights to any or all of the inventions that may be made under a contract. If such a petition is not submitted, or if after submission it is denied, the Contractor (or an employee inventor of the Contractor) may petition for waiver of rights to an identified subject invention within eight months of first disclosure of invention in accordance with paragraph (e)(2) of this clause, or within such longer period as may be authorized in accordance with 14 CFR 1245.105. (c) Minimum rights reserved by the Government. (1) With respect to each subject invention for which a waiver of rights is applicable in accordance with 14 CFR Section 1245, Subpart 1, the Government reserves-- (i) An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of such invention throughout the world by or on behalf of the United States or any foreign government in accordance with any treaty or agreement with the United States; and (ii) Such other rights as stated in 14 CFR 1245.107. (2) Nothing contained in this paragraph (c) shall be considered to grant to the Government any rights with respect to any invention other than a subject invention. (d) Minimum rights to the Contractor. (1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a subject invention and any resulting patent in which the Government acquires title, unless the Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. Page I-45 / Revised 127 SECTION I / REVISED The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a party and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the Administrator except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (2) The Contractor's domestic license may be revoked or modified by the Administrator to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR Part 404, Licensing of Government Owned Inventions. This license will not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Administrator to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (3) Before revocation or modification of the license, the Contractor will be provided a written notice of the Administrator's intention to revoke or modify the license, and the Contractor will be allowed 30 days (or such other time as may be authorized by the Administrator for good cause shown by the Contractor) after the notice to show cause why the license should not be revoked or modified. The Contractor has the right to appeal to the Administrator any decision concerning the revocation or modification of its license. (e) Invention identification, disclosures, and reports. (1) The Contractor shall establish and maintain active and effective procedures to assure that reportable items are promptly identified and disclosed to Contractor personnel responsible for the administration of this New Technology clause within six months of conception and/or first actual reduction to practice, whichever occurs first in the performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of the reportable items, and records that show that the procedures for identifying and disclosing reportable items are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures for evaluation and for determination as to their effectiveness. (2) The Contractor will disclose each reportable item to the Contracting Officer within two months after the inventor discloses it in writing to Contractor personnel responsible for the administration of this New Technology clause or, if earlier, within six Page I-46 / Revised 128 SECTION I / REVISED months after the Contractor becomes aware that a reportable item has been made, but in any event for subject inventions before any on sale, public use, or publication of such invention known to the Contractor. The disclosure to the agency shall be in the form of a written report and shall identify the contract under which the reportable item was made and the inventor(s) or innovator(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the reportable item. The disclosure shall also identify any publication, on sale, or public use of any subject invention and whether a manuscript describing such invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the Contractor will promptly notify the agency of the acceptance of any manuscript describing a subject invention for publication or of any on sale or public use planned by the Contractor for such invention. (3) The Contractor shall furnish the Contracting Officer the following: (i) Interim reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing reportable items during that period, and certifying that all reportable items have been disclosed (or that there are no such inventions) and that the procedures required by paragraph (e)(l) of this clause have been followed. (ii) A final report, within 3 months after completion of the contracted work, listing all reportable items or certifying that there were no such reportable items, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts. (4) The Contractor agrees, upon written request of the Contracting Officer, to furnish additional technical and other information available to the Contractor as is necessary for the preparation of a patent application on a subject invention and for the prosecution of the patent application, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. (5) The Contractor agrees, subject to paragraph 27.302(i), of the Federal Acquisition Regulation (FAR), that the Government may duplicate and disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause. (f) Examination of records relating to inventions. Page I-47 / Revised 129 SECTION I / REVISED (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-- (i) Any such inventions are subject inventions; (ii) The Contractor has established and maintained the procedures required by paragraph (e)(1) of this clause; and (iii) The Contractor and its inventors have complied with the procedures. (2) If the Contracting Officer learns of an unreported Contractor invention that the Contracting Officer believes may be a subject invention, the Contractor may be required to disclose the invention to the agency for a determination of ownership rights. (3) Any examination of records under this paragraph will be subject to appropriate conditions to protect the confidentiality of the information involved. (g) Withholding of payment (this paragraph does not apply to subcontracts). (1) Any time before final payment under this contract, the Contracting Officer may, in the Government's interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting Officer's opinion, the Contractor fails to-- (i) Establish, maintain, and follow effective procedures for identifying and disclosing reportable items pursuant to paragraph (e)(1) of this clause; (ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause; (iii) Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4) of this clause. (2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause. (3) Final payment under this contract shall not be made before the Contractor delivers to Page I-48 / Revised 130 SECTION I / REVISED the Contracting Officer all disclosures of reportable items required by paragraph (e)(2) of this clause, and an acceptable final report pursuant to paragraph (e)(3)(ii) of this clause. (4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government rights. (h) Subcontracts. (1) Unless otherwise authorized or directed by the Contracting Officer, the Contractor shall-- (i) Include this clause (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with other than a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; and (ii) Include the clause at FAR 52.227-11 (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work. (2) In the event of a refusal by a prospective subcontractor to accept such a clause the Contractor-- (i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and (ii) Shall not proceed with such subcontract without the written authorization of the Contracting Officer. (3) In the case of subcontracts at any tier, the agency, subcontractor, and Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and NASA with respect to those matters covered by this clause. (4) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded. Page I-49 / Revised 131 SECTION I / REVISED (5) The subcontractor will retain all rights provided for the Contractor in the clause of subparagraph (h)(1)(i) or (ii) of this clause, whichever is included in the subcontract, and the Contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions. (i) Preference for United States industry. Unless provided otherwise, no Contractor that receives title to any subject invention and no assignee of any such Contractor shall grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement may be waived by the Administrator upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. (end of clause) Page I-50 / Revised 132 SECTION J / REVISED PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS -------------------------------------- SECTION J - LIST OF ATTACHMENTS -------------------------------------- NO. ATTACHMENT TITLE DATE PAGES - ---------- ------------------------------- --------- A. LIST OF INSTALLATION - PROVIDED 01/JUL/99 197 GOVERNMENT PROPERTY B. LIST OF INSTALLATION - PROVIDED 01/JUL/99 186 GOVERNMENT PROPERTY ASSIGNED TO DYNACS EMPLOYEES ON SITE Page J-1 / Revised 133 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE 1 of 2 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) 2 May 20, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 0616/TAS 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Glenn Research Center Attn: Thomas A Spicer Services and Construction Branch 21000 Brookpark Road, Mail Stop 500-312 Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |_| 9A. AMENDMENT OF SOLICITATION NO. DYNACS ENGINEERING COMPANY INC. --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- - ---------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) CODE (PF)(9) FACILITY CODE 12-17-97 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |_| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - ------------------------------------------------------------------------------------------------------------------------------------ |X| D. OTHER (Specify type of modification and authority) B.4 Award Fee Pool (SEPT 97) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return __ copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Thomas A. Spicer, Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY BY /s/ Thomas A. Spicer May 20, 1999 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
DUPLICATE ORIGINAL 134 NAS3-98008 Modification No. 2 Page 2 The contract is modified to reflect the Award Fee determination for the evaluation period from from June 1, 1998 through February 28, 1999 as follows:
Prior Amount This Action New Amount ------------ ----------- ---------- Estimated Cost $42,185,846 -- $42,185,846 Earned Award Fee -- $ 549,755.00 $649,755.00 Potential Award Fee Pool $ 1,371,261 $(676,828.00) $694,433.00 ----------- ------------ ----------- TOTAL CONTRACT $43,557,107 $ (27,073.00) $43,530,034
135 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE 1 of 2 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) 1 11-9-98 N/A - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 0616/TAS 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Lewis Research Center Attn: Thomas A Spicer Services and Construction Branch 21000 Brookpark Road, Mail Stop 500-312 Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |_| 9A. AMENDMENT OF SOLICITATION NO. Dynacs Engineering Company Inc. --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- - ---------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) CODE (PF)(9) FACILITY CODE 12-17-98 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: Mutual Agreement - ------------------------------------------------------------------------------------------------------------------------------------ |_| D. OTHER (Specify type of modification and authority) B.4 Award Fee Pool (SEPT 97) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor |_| is not, |X| is required to sign this document and return 1 copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) (1) On October 28, 1998, consent was given to subcontract for assets owned by Federal Data Corporation (FDC). The assets shall be depreciated over the 24 months remaining on the contract using the sum-of-years-digits depreciation method. These assets are subject to clause G.9, "Option to Purchase Contractor Equipment (Nov 1996): - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) KEVIN M McQUADE; DIR. BUSINESS & ADMIN Thomas A. Spicer, Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY /s/ Kevin M McQuade 11-9-98 BY /s/ Thomas A. Spicer 11/9/98 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
DUPLICATE ORIGINAL 136 At the end of the contract period of performance, the Contractor grants the Government options for the following: (1) the Contractor agrees to sell any Contractor-owned property used in the performance of this contract to a successor Contractor at its depreciated value based on the Contractor's depreciation schedule; or (2) The Contractor agrees to sell any Contractor-Owned property used in performance of this contract to the Government at its depreciated value based on the Contractor's depreciation schedule; or (3) The contractor agrees to utilize the depreciated property on a follow-on contract if the Contractor is the Successor Contractor; or (4) the Contractor will sell the property for fair market value within ninety days after the end of period of performance and will credit the contract for the amount in excess of the sale price minus the depreciated value and selling expenses. The Government may exercise one of the above options by unilateral modification issued to the Contractor not later than thirty (30) days after the end of the contract period of performance. (2) The following requirements are made a part of The Statement of Work: (a) "Year 2000 compliant," as used herein, means that the information technology (hardware, software and firmware, including embedded systems or any other electro-mechanical or processor-based systems used in accordance with its associated documentation) accurately processes date and date-related data (including, but not limited to, calculating, comparing and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other information technology being acquired, properly exchanges date and date-related data with it. (b) Any information technology provided, operated and/or maintained under this must be Year 2000 compliant. To ensure this result, the Contractor shall provide documentation describing how the information technology (IT) items or services demonstrate Year 2000 compliance. (c) Milestones for Renovation, Validation and Implementation: Any IT determined to be non-year 2000 compliant shall be replaced, retired, or repaired in accordance with the following schedule: o "Renovation" includes making and documenting software and hardware changes, developing replacement systems, and decommissioning systems to be retired. The Contractor must complete renovation of affected software, hardware and firmware by December 31, 1998. o "Validation includes unit, integration, system, and end-to-end testing for 2000 compliance. The contractor must complete validation and testing of converted or replaced systems into a production environment. The Contractor must complete implementation by March 31, 1999. o "Implementation includes acceptance testing and integration of converted and replaced systems into a production environment. The contractor must complete implementation by March 31, 1999. (d) At a minimum, the contractor shall provide documentation, including project plans and status reports, which demonstrate that the Contractor is meeting the milestones listed above. 137 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE PAGE OF PAGES NAS3-98008 1 407 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) Modification Number Three (03) 7/23/99 NONE SETAR II - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 7830/Lupson 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Glenn Research Center Services & Construction Branch (M.S. 500-312) 21000 Brookpark Road Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |X| 9A. AMENDMENT OF SOLICITATION NO. Dynacs Engineering Company --------------------------------------------- 2001 Aerospace Parkway 9B. DATED (SEE ITEM 11) Brookpark, Ohio 44142 --------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- - ---------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) CODE FACILITY CODE 12/17/97 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |X| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |X| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: Federal Acquisition Regulations (FAR) clauses 52.233-1 entitled "Disputes", 52.243-4 entitled "Changes" and mutual agreement - ------------------------------------------------------------------------------------------------------------------------------------ |_| D. OTHER (Specify type of modification and authority) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor is required to sign this document and return ONE copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) (SEE ATTACHED PAGES) - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) /s/ [Illegible] Thomas A. Spicer / Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED VICE PRESIDENT & BY PROGRAM MANAGER 7/7/99 BY /s/ Thomas A. Spicer 7/23/99 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-807030-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
DUPLICATE ORIGINAL 138 MODIFICATION NUMBER THREE (3) PAGE 2 OF 407 WHEREAS, The Government has directed and requested certain changes in the contract, and the Contractor has submitted the appropriate proposals for the additional changes requested; and WHEREAS, The Parties hereto have negotiated and agreed to an equitable adjustment in the contract; NOW THEREFORE, In consideration of the premises and of the obligations herein set forth, the parties hereto do mutually agree as follows: "In Section B of the contract, page B-2 is deleted in its entirety and the attached Section B page B-2/Revised is substituted therefore and made a part hereof; In Section G of the contract, pages G-13 and G-14 are deleted in their entirety and the attached Section G pages G-13/Revised and G-14/Revised is substituted therefor. Pages G-19 through G-26 /Revised are hereby added to Section G and include the contract clauses G.20 "Government Property (52.245-5)", G.21 "Financial Reporting Of NASA Property In The Custody Of Contractors(1852.245-73)" and G.22 "List Of Government-Furnished Property(1852.245-76)" and are made a part hereof; In Section I of the Contract, pages I-42 through I-50/Revised are hereby added to Section I and include the contract clauses I-21 "Employment Reports On Disabled Veterans and Veterans Of The Vietnam Era(52.222-37)" and I-22 "New Technology(1852.227-70) and are made a part hereof; In Section J of the Contract, Section J is deleted in it's entirety and the Attached Section J Revised is substituted therefor and made a part hereof; The Period of Performance remains unchanged from June 1, 1998 to August 31, 2000. The Parties hereto acknowledge and agree that any and all claims for equitable adjustment of the contract price and time pursuant to the provisions of the clause(s) 52.243-04 entitled "CHANGES", and 52.233-01 entitled "DISPUTES" and Mutual Agreement are hereby fully satisfied and discharged with respect to this Supplemental Agreement Number Three (3). [END OF MODIFICATION) 139 SECTION B / REVISED Contract Maximum: The Government issued Task Order(s) under this contract shall not exceed a maximum of $66,797,004 (Cost=$64,795,583; Fee/Profit=$2,001,421) for the 27 months of performance. Task Order(s) shall be issued on either a Firm Fixed Price (FFP) basis or on a Cost Reimbursable (CR) basis. Ten percent of the technical hours (111,065 hours) have the potential of being worked under fixed priced task order(s). The profit will be $2.34/technical hour arced to at task acceptance. The maximum total fixed fee for 27 months is $259,892. Ninety percent of the technical hours (999,582 hours) have the potential of being worked under cost plus award fee task order(s). The Award Fee periods, award fee per technical hour, and the maximum award fee pool is as follows:
Period Fee Per Tech. Hour Maximum Award Fee Pool - ------ ------------------ ---------------------- 1 Jun 1/98-Feb 28/99 $1.78 $649,755 2 Mar 1/99-Aug 31/99 $1.81 $454,404 3 Sep 1/99-Feb 28/00 $1.81 $443,269 4 Mar l/00-Aug 31/00 $1.81 $453,993 TOTAL $2,001,421
(a) FIRM FIXED PRICE TASK ORDERS Firm Fixed Price task order(s) shall be issued for work that can be well defined and for which a fair and reasonable price can be obtained. The price is not subject to any adjustment on the basis of contract cost experience. (b) COST - REIMBURSEMENT TASK ORDERS Work performed by the contractor shall be reimbursed based upon allowable costs incurred, subject to negotiated limitations. (c) AWARD FEE Based upon the Contractor's overall performance, an award fee may be provided to the Contractor. The amount of fee will be determined by the Government. The award fee pool will be divided into two parts. The first part will consider the contract administration and cost control. The second part will consider task order performance. (End Of Clause) Page B-2 / Revised 140 SECTION G / REVISED (1) Final payment for Distributed Cost, including General and Administrative (G&A) expenses will be based on the application of the actual audited rate, but not in excess of the following ceilings:
- -------------------------------------------------------------------------------- RATE BASE TO WHICH RATE CFY 1998 CFY 1999 CATEGORY APPLIES JUNE 1 - DEC.31 JAN.1-JUNE 3O - -------------------------------------------------------------------------------- SUPPORT TECHNICAL PRODUCTIVE 5.25% 7.70% LABOR LABOR COST - -------------------------------------------------------------------------------- LABOR TECHNICAL PRODUCTIVE 33.40% 33.80% OVERHEAD LABOR COST - -------------------------------------------------------------------------------- GENERAL & TOTAL ALLOWABLE 1.70% 1.90% ADMINISTRATIVE EXCLUDING TASK DIRECT EXPENSE - --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------- RATE CATEGORY BASE TO WHICH RATE CFY 1999 CFY 2000 APPLIES JULY 1 - DEC.31 JAN. 1-AUG.31 - -------------------------------------------------------------------------------- DISTRIBUTED TECHNICAL PRODUCTIVE 75% 75% COSTS LABOR COST - -------------------------------------------------------------------------------- GENERAL & TOTAL ALLOWABLE 4% 4% ADMINISTRATIVE EXCLUDING TASK DIRECT & EXPENSE APPLICABLE. G&A* - --------------------------------------------------------------------------------
*Note: This 4% cap is included in the total ceiling rate of 75% (2) Definitions: "Distributed Costs" is the Support Labor, Labor Overhead. ODC's-Facilities. Other ODC's and G&A. (i) "Technical Productive Labor Cost" is the direct labor cost, without any burdens, of ALL personnel charging directly to task orders, in accordance with the contractor & DCAA approved accounting system EXCLUDING the following personnel and/or functions: (A) Program Manager (B) Department Directors (C) Executive Secretary (D) Support Overhead Labor (ii) "Program Manager" is the individual who runs the Dynacs organization at GRC. This person. regardless of title classification, would be responsible for the directing and carrying on of Dynacs' business and/or affairs as they relate to the overall performance of this contract. (iii) "Department Directors" are those individuals who are one level below the "Program Manager" and who are entrusted with the overall direction and operation of the "technical departments" at GRC. The "technical departments" are Aeromechanics. Aerospace Technology. Aeropropulsion Systems. and Space Sciences. (iv) "Executive Secretary" is the individual(s) who to a substantial degree, directly or indirectly, provides the "Program Manager" with secretarial support. Page G-13 / Revised 141 SECTION G / REVISED (v) "Support Labor" labor in addition to labor defined in (ii), (iii) and (iv) above, associated with the following administrative functions: Accounting, Payroll, Human Resources, Contract Management, Purchasing, and Safety & Quality Assurance. (vi) "Direct Labor Cost" is that cost associated with any personnel who is not in a paid absence status such as vacation, sick, or holiday leave AND which is properly recorded and charged to the contract as Direct Labor Cost in accordance with both written company policy AND the contractors DCAA approved accounting system. (vii) "Task Direct Charges" is that cost which is directly chargeable to a task order such as. but not limited to, travel and training directly related to a specific task AND any equipment and material directly related to, and/or necessary for, the performance of a specific task. (viii) "Labor Overhead" is the cost associated with employee absences, taxes, and benefits. Specific cost elements include but is not limited to: vacation, sick, administrative leave, RCA, FUTA, SUTA, workers compensation, employee morale and welfare, 401-(k), medical coverage, and long-term disability coverage. (ix) "G&A" is the Home Office residual costs allocated in accordance with CAS 403. (x) "Distributed Costs" are ALL CONTRACT DIRECT AND INDIRECT costs other than those costs specifically identified as "Technical Productive Labor Costs," "Task Direct Charges," and " Award Fee." "Distributed Costs" include cost elements such as: Labor Overhead, Facilities, Support Labor, Other Support and G&A. (3) Exceptions: (i) Increased Distributed Costs during the term of this contract that result from such items as statute, court decision or written rulings or regulations by the Internal Revenue Service or other taxing authority may be cause for adjustment of the distributed rate. (ii) Notwithstanding the above paragraph, in the event that the actual distributed rate exceeds the ceiling rate; all costs in excess of the ceiling rate are not reimbursable under this contract. (iii) The Contractor shall advise the Contracting Officer of any planned or approved accounting changes that would impact the subject rates and demonstrate how the changes will impact the negotiated ceilings. Page G-14 / Revised 142 SECTION G / REVISED GOVERNMENT PROPERTY CLAUSES FAR/NASA-FAR G.20 GOVERNMENT PROPERTY(Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts). (Jan 1986) 52.245-5 (a) Government-furnished property. (1) The term "Contractor's managerial personnel," as used in paragraph (g) of this clause, means any of the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of-- (i) All or substantially all of the Contractor's business; (ii) All or substantially all of the Contractor's operation at any one plant, or separate location at which the contract is being performed; or (iii) A separate and complete major industrial operation connected with performing this contract. (2)The Government shall deliver to the Contractor, for use in connection with and under the terms of this contract, the Government-furnished property described in the Schedule or specifications, together with such related data and information as the Contractor may request and as may be reasonably required for the intended use of the property (hereinafter referred to as "Government-Furnished Property"). (3) The delivery or performance dates for this contract are based upon the expectation that Government-furnished property suitable for use will be delivered to the Contractor at the times stated in the Schedule or, if not so stated, in sufficient time to enable the Contractor to meet the contract's delivery or performance dates. (4) If Government-furnished property is received by the Contractor in a condition not suitable for the intended use, the Contractor shall, upon receipt, notify the Contracting Officer, detailing the facts, and, as directed by the Contracting Officer and at Government expense, either effect repairs or modification or return or otherwise dispose of the property. After completing the directed action and upon written request of the Contractor, the Contracting Officer shall make an equitable adjustment as provided in paragraph (h) of this clause. (5) If Government-furnished property is not delivered to the Contractor by the required time or times, the Contracting Officer shall, upon the Contractor's timely written request, Page G-19 / Revised 143 SECTION G / REVISED make a determination of the delay, if any, caused the Contractor and shall make an equitable adjustment in accordance with paragraph (h) of this clause. (b) Changes in Government-furnished property. (1) The Contracting Officer may, by written notice, (i) decrease the Government-furnished property provided or to be provided under this contract or (ii) substitute other Government-furnished property for the property to be provided by the Government or to be acquired by the Contractor for the Government under this contract. The Contractor shall promptly take such action as the Contracting Officer may direct regarding the removal, shipment, or disposal of the property covered by this notice. (2) Upon the Contractor's written request, the Contracting Officer shall make an equitable adjustment to the contact in accordance with paragraph (h) of this clause, if the Government has agreed in the Schedule to make such property available for performing this contract and there is any-- (i) Decrease or substitution in this property pursuant to subparagraph (b)(1) above; or (ii) Withdrawal of authority to use property, if provided under any other contract or lease. (c) Title. (1) The Government shall retain title to all Government-furnished property. (2) Title to all property purchased by the Contractor for which the Contractor is entitled to be reimbursed as a direct item of cost under this contract shall pass to and vest in the Government upon the vendor's delivery of such property. (3) Title to all other property, the cost of which is reimbursable to the Contractor, shall pass to and vest in the Government upon-- (i) Issuance of the property for use in contract performance; (ii) Commencement of processing of the property for use in contract performance; or (iii) Reimbursement of the cost of the property by the Government, whichever occurs first. (4) All Government-furnished property and all property acquired by the Contractor, title to which vests in the Government under this paragraph (collectively referred to as "Government property"), are subject to the provisions of this clause. Title to Government property shall not be affected by its incorporation into or attachment to any property not owned by the Government, nor shall Government property become a fixture or lose its identity as personal property by being attached to any real property. Page G-20 / Revised 144 SECTION G / REVISED (d) Use of Government property. The Government property shall be used only for performing this contract, unless otherwise provided in this contract or approved by the Contracting Officer. (e) Property administration. (1) The Contractor shall be responsible and accountable for all Government property provided under the contract and shall comply with Federal Acquisition Regulation (FAR) Subpart 45.5, as in effect on the date of this contract. (2) The Contractor shall establish and maintain a program for the use, maintenance, repair, protection, and preservation of Government property in accordance with sound business practice and the applicable provisions of FAR Subpart 45.5. (3) If damage occurs to Government property, the risk of which has been assumed by the Government under this contract, the Government shall replace the items or the Contractor shall make such repairs as the Government directs. However, if the Contractor cannot effect such repairs within the time required, the Contractor shall dispose of the property as directed by the Contracting Officer. When any property for which the Government is responsible is replaced or repaired, the Contracting Officer shall make an equitable adjustment in accordance with paragraph (h) of this clause. (f) Access. The Government and all its designees shall have access at all reasonable times to the premises in which any Government property is located for the purpose of inspecting the Government property. (g) Limited risk of loss. (1) The Contractor shall not be liable for loss or destruction of, or damage to, the Government property provided under this contract or for expenses incidental to such loss, destruction, or damage, except as provided in subparagraphs (2) and (3) below. (2) The Contractor shall be responsible for loss or destruction of, or damage to, the Government property provided under this contract (including expenses incidental to such loss, destruction, or damage)-- (i) That results from a risk expressly required to be insured under this contract, but only to the extent of the insurance required to be purchased and maintained or to the extent of insurance actually purchased and maintained, whichever is greater; (ii) That results from a risk that is in fact covered by insurance or for which the Contractor is otherwise reimbursed, but only to the extent of such insurance or reimbursement; (iii) For which the Contractor is otherwise responsible under the express terms of this contract; Page G-21 / Revised 145 SECTION G / REVISED (iv) That results from willful misconduct or lack of good faith on the part of the Contractor's managerial personnel; or (v) That results from a failure on the part of the Contractor, due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel, to establish and administer a program or system for the control, use, protection, preservation, maintenance, and repair of Government property as required by paragraph (e) of this clause. (3)(i) If the Contractor fails to act as provided by subdivision (g)(2)(v) above, after being notified (by certified mail addressed to one of the Contractor's managerial personnel) of the Government's disapproval, withdrawal of approval, or nonacceptance of the system or program, it shall be conclusively presumed that such failure was due to willful misconduct or lack of good faith on the part of the Contractor's managerial personnel. (ii) In such event, any loss or destruction of, or damage to, the Government property shall be presumed to have resulted from such failure unless the Contractor can establish by clear and convincing evidence that such loss, destruction, or damage-- (A) Did not result from the Contractor's failure to maintain an approved program or system; or (B) Occurred while an approved program or system was maintained by the Contractor. (4) If the Contractor transfers Government property to the possession and control of a subcontractor, the transfer shall not affect the liability of the Contractor for loss or destruction of, or damage to, the property as set forth above. However, the Contractor shall require the subcontractor to assume the risk of, and be responsible for, any loss or destruction of, or damage to, the property while in the subcontractor's possession or control, except to the extent that the subcontract, with the advance approval of the Contracting Officer, relieves the subcontractor from such liability. In the absence of such approval, the subcontract shall contain appropriate provisions requiring the return of all Government property in as good condition as when received, except for reasonable wear and tear or for its use in accordance with the provisions of the prime contract. (5) Upon loss or destruction of, or damage to, Government property provided under this contract, the Contractor shall so notify the Contracting Officer and shall communicate with the loss and salvage organization, if any, designated by the Contracting Officer. With the assistance of any such organization, the Contractor shall take all reasonable action to protect the Government property from further damage, separate the damaged and undamaged Government property, put all the affected Government property in the best possible order, and furnish to the Contracting Officer a statement of-- Page G-22 / Revised 146 SECTION G / REVISED (i) The lost, destroyed, or damaged Government property; (ii) The time and origin of the loss, destruction, or damage; (iii) All known interests in commingled property of which the Government property is a part; and (iv) The insurance, if any, cove ring any pan of or interest in such commingled property. (6) The Contractor shall repair, renovate, and take such other action with respect to damaged Government property as the Contracting Officer directs. If the Government property is destroyed or damaged beyond practical repair, or is damaged and so commingled or combined with property of others (including the Contractor's) that separation is impractical, the Contractor may, with the approval of and subject to any conditions imposed by the Contracting Officer, sell such property for the account of the Government. Such sales may be made in order to minimize the loss to the Government, to permit the resumption of business, or to accomplish a similar purpose. The Contractor shall be entitled to an equitable adjustment in the contract price for the expenditures made in performing the obligations under this subparagraph (g)(6) in accordance with paragraph (h) of this clause. However, the Government may directly reimburse the loss and salvage organization for any of their charges. The Contracting Officer shall give due regard to the Contractor's liability under this paragraph (g) when making any such equitable adjustment. (7) The Contractor shall not be reimbursed for, and shall not include as an item of overhead, the cost of insurance or of any reserve covering risk of loss or destruction of or damage to, Government property, except to the extent that the Government may have expressly required the Contractor to carry such insurance under another provision of this contract. (8) In the event the Contractor is reimbursed or otherwise compensated for any loss or destruction of, or damage to, Government property, the Contractor shall use the proceeds to repair, renovate, or replace the lost, destroyed, or damaged Government property or shall otherwise credit the proceeds to, or equitably reimburse, the Government, as directed by the Contracting Officer. (9) The Contractor shall do nothing to prejudice the Government's rights to recover against third parties for any loss or destruction of, or damage to, Government property. Upon the request of the Contracting Officer, the Contractor shall, at the Government's expense, furnish to the Government all reasonable assistance and cooperation (including the prosecution of suit and the execution of instruments of assignment in favor of the Government) in obtaining recovery. In addition, where a subcontractor has not been relieved from liability for any loss or destruction of or damage to, Government property, Page G-23 / Revised 147 SECTION G / REVISED the Contractor shall enforce for the benefit of the Government the liability of the subcontractor for such loss, destruction, or damage. (h) Equitable adjustment. When this clause specifies an equitable adjustment, it shall be made to any affected contract provision in accordance with the procedures of the Changes clause. When appropriate, the Contracting Officer may initiate an equitable adjustment in favor of the Government. The right to an equitable adjustment shall be the Contractor's exclusive remedy, the Government shall not be liable to suit for breach of contract for-- (1) Any delay in delivery of Government-furnished property; (2) Delivery of Government-furnished property in a condition not suitable for its intended use; (3) A decrease in or substitution of Government-furnished property; or (4) Failure to repair or replace Government property for which the Government is responsible. (i) Final accounting and disposition of Government property. Upon completing this contract, or at such earlier dates as may be fixed by the Contracting Officer, the Contractor shall submit, in a form acceptable to the Contracting Officer, inventory schedules covering all items of Government property not consumed in performing this contract or delivered to the Government. The Contractor shall prepare for shipment, deliver f.o.b. origin, or dispose of the Government property as may be directed or authorized by the Contracting Officer. The net proceeds of any such disposal shall be credited to the cost of the work covered by this contract or paid to the Government as directed by the Contracting Officer. The foregoing provisions shall apply to scrap from Government property; provided, however, that the Contracting Officer may authorize or direct the Contractor to omit from such inventory schedules any scrap consisting of faulty castings or forgings or of cutting and processing waste, such as chips, cuttings, borings, turnings, short ends, circles, trimmings, clippings, and remnants, and to dispose of such scrap in accordance with the Contractor's normal practice and account for it as a part of general overhead or other reimbursable costs in accordance with the Contractor's established accounting procedures. (j) Abandonment and restoration of Contractor premises. Unless otherwise provided herein, the Government-- (1) May abandon any Government property in place, at which time all obligations of the Government regarding such abandoned property shall cease; and Page G-24 / Revised 148 SECTION G / REVISED (2) Has no obligation to restore or rehabilitate the Contractor's premises under any circumstances (e.g., abandonment, disposition upon completion of need, or contract completion). However, if the Government-furnished property (listed in the Schedule or specifications) is withdrawn or is unsuitable for the intended use, or if other Government property is substituted, then the equitable adjustment under paragraph (h) of this clause may properly include restoration or rehabilitation costs. (k) Communications. All communications under this clause shall be in writing. (l) Overseas contracts. If this contract is to be performed outside the United States of America, its territories, or possessions, the words "Government" and "Government-furnished" (wherever they appear in this clause) shall be construed as "United States Government" and "United States Government-furnished," respectively. (End of clause) G.21 FINANCIAL REPORTING OF NASA PROPERTY IN THE CUSTODY OF CONTRACTORS (SEPTEMBER 1996) 1852.245-73 (a) The Contractor shall submit annually a NASA Form (NF) 1018, NASA Property in the Custody of Contractors, in accordance with 1845.505-14, the instructions on the form, and subpart 1845.71. Subcontractor use of NF 1018 is not required by this clause; however, the contractor shall include data on property in the possession of subcontractors in the annual NF-1018. (b) If administration of this contract has been delegated to the Department of Defense, the original of NASA Form 1018 shall be submitted to the NASA installation Financial Management Officer and three copies shall be sent concurrently through the DOD Property Administrator to the NASA office identified below. If the contract is administered by NASA, the original of NF - 1018 shall be submitted to the installation Financial Management Officer, and three copies shall be sent concurrently to the following NASA office: NASA GLENN RESEARCH CENTER INDUSTRIAL PROPERTY OFFICE M.S. 21-6 (c) The annual reporting period shall be from October 1 of each year through September 30 of the following year. The report shall be submitted in time to be received by October 31. The information contained in these reports is entered into the NASA accounting system to reflect current asset values for agency financial statement purposes. Therefore, it is essential that required reports be received no later than October 31. The Contracting Officer may, in the Government's interest, withhold payment until Page G-25 / Revised 149 SECTION G / REVISED a reserve not exceeding $25,000 or 5 percent of the amount of the contract, whichever is less, has been set aside, if the Contractor fails to submit annual NF 1018 reports when due, Such reserve shall be withheld until the Contracting Officer has determined that the required reports have been received by the Government. The withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government right. (d) A final report is required within 30 days after disposition of all property subject to reporting when the contract performance period is complete. (End of clause) G.22 LIST OF GOVERNMENT-FURNISHED PROPERTY (OCTOBER 1988) 1852.245-76 For performance of work under this contract, the Government will make available Government property identified below or in Attachment A of this contract on a no-charge-for-use basis. The Contractor shall use this property in the performance of this contract at the 2K1 Building and at other location(s) as may be approved by the Contracting Officer. Under the FAR 5 2.245 Government property clause of this contract, the Contractor is accountable for the identified property. See Attachment A for Item, Quantity, Acquisition Cost, and Date to be Furnished to the Contractor. (End of clause) [REVISED END OF SECTION] Page G-26 / Revised 150 SECTION I / REVISED I.21 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era. 52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (Jan 1999) (a) Unless the Contractor is a State or local government agency, the Contractor shall report at least annually, as required by the Secretary of Labor, on-- (1) The number of disabled veterans and the number of veterans of the Vietnam era in the workforce of the contractor by job category and hiring location; and (2) The total number of new employees hired during the period covered by the report, and of that total, the number of disabled veterans, and the number of veterans of the Vietnam era. (b) The above items shall be reported by completing the form entitled "Federal Contractor Veterans' Employment Report VETS-l00." (c) Reports shall be submitted no later than September 30 of each year beginning September 30, 1988. (d) The employment activity report required by paragraph (a)(2) of this clause shall reflect total hires during the most recent 12-month period as of the ending date selected for the employment profile report required by paragraph (a)(1) of this clause. Contractors may select an ending date: (1) As of the end of any pay period during the period January through March 1st of the year the report is due, or (2) As of December 31, if the contractor has previous written approval from the Equal Employment Opportunity Commission to do so for purposes of submitting the Employer Information Report EEO-1 (Standard Form 100). (e) The count of veterans reported according to paragraph (a) of this clause shall be based on voluntary disclosure. Each Contractor subject to the reporting requirements at 38 U.S.C. 4212 shall invite all disabled veterans and veterans of the Vietnam era who wish to benefit under the affirmative action program at 38 U.S.C. 4212 to identify themselves to the Contractor. The invitation shall state that the information is voluntarily provided; that the information will be kept confidential; that disclosure or refusal to provide the information will not subject the applicant or employee to any adverse treatment; and that the information will be used only in accordance with the regulations promulgated under 38 U.S.C. 4212. Page I-42 / Revised 151 SECTION I / REVISED (f) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order of $10,000 or more unless exempted by rules, regulations, or orders of the Secretary. (End of clause) 1.22 NEW TECHNOLOGY (NOVEMBER 1998) 1852.227-70 (a) Definitions. "Administrator," as used in this clause, means the Administrator of the National Aeronautics and Space Administration (NASA) or duly authorized representative. "Contract," as used in this clause, means any actual or proposed contract, agreement, understanding, or other arrangement, and includes any assignment, substitution of parties, or subcontract executed or entered into thereunder. "Made," as used in this clause, means conception or first actual reduction to practice; provided, that in the case of a variety of plant, the date of determination (as defined in Section 4 1(d) of the Plant Variety Protection Act, 7 U.S.C. 240 1(d)) must also occur during the period of contract performance. "Nonprofit organization," as used in this clause, means a domestic university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any domestic nonprofit scientific or educational organization qualified under a State nonprofit organization statute. "Practical application," as used in this clause, means to manufacture, in the case of a composition or product; to practice, in the case of a process or method; or to operate, in case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms. "Reportable item," as used in this clause, means any invention, discovery, improvement, or innovation of the contractor, whether or not patentable or otherwise protectible under Title 35 of the United States Code, made in the performance of any work under any NASA contract or in the performance of any work that is reimbursable under any clause Page I-43 / Revised 152 SECTION I / REVISED in any NASA contract providing for reimbursement of costs incurred before the effective date of the contract. Reportable items include, but are not limited to, new processes, machines, manufactures, and compositions of matter, and improvements to, or new applications of, existing processes, machines, manufactures, and compositions of matter. Reportable items also include new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable or otherwise protectible under Title 17 of the United States Code. "Small business firm," as used in this clause, means a domestic small business concern as defined at 15 U.S.C. 632 and implementing regulations of the Administrator of the Small Business Administration. (For the purpose of this definition, the size standard contained in 13 CFR 121.3-8 for small business contractors and in 13 CFR 121.3-12 for small business subcontractors will be used.) "Subject invention," as used in this clause, means any reportable item which is or may be patentable or otherwise protectible under Title 35 of the United States Code, or any novel variety of plant that is or may be protectible under the Plant Variety Protection Act (7 U.S.C. 2321, et seq.). (b) Allocation of principal rights. (1) Presumption of title. (i) Any reportable item that the Administrator considers to be a subject invention shall be presumed to have been made in the manner specified in paragraph (1) or (2) of Section 305(a) of the National Aeronautics and Space Act of 1958 (42 U.S.C. 2457(a)) (hereinafter called "the Act"), and the above presumption shall be conclusive unless at the time of reporting the reportable item the Contractor submits to the Contracting Officer a written statement, containing supporting details, demonstrating that the reportable item was not made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act. (ii) Regardless of whether title to a given subject invention would otherwise be subject to an advance waiver or is the subject of a petition for waiver, the Contractor may nevertheless file the statement described in paragraph (b)(1)(i) of this clause. The Administrator will review the information furnished by the Contractor in any such statement and any other available information relating to the circumstances surrounding the making of the subject invention and will notify the Contractor whether the Administrator has determined that the subject invention was made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act. (2) Property rights in subject inventions. Each subject invention for which the presumption of paragraph (b)(1)(i) of this clause is conclusive or for which there has been Page I-44 / Revised 153 SECTION I / REVISED a determination that it was made in the manner specified in paragraph (1) or (2) of Section 305(a) of the Act shall be the exclusive property of the United States as represented by NASA unless the Administrator waives all or any part of the rights of the United States, as provided in paragraph (b)(3) of this clause. (3) Waiver of rights. (i) Section 305(f) of the Act provides for the promulgation of regulations by which the Administrator may waive the rights of the United States with respect to any invention or class of inventions made or that may be made under conditions specified in paragraph (1) or (2) of Section 305(a) of the Act. The promulgated NASA Patent Waiver Regulations, 14 CFR Section 1245, Subpart 1, have adopted the Presidential Memorandum on Government Patent Policy of February 18, 1983, as a guide in acting on petitions (requests) for such waiver of rights. (ii) As provided in 14 CFR 1245, Subpart 1, Contractors may petition, either prior to execution of the contract or within 30 days after execution of the contract, for advance waiver of rights to any or all of the inventions that may be made under a contract. If such a petition is not submitted, or if after submission it is denied, the Contractor (or an employee inventor of the Contractor) may petition for waiver of rights to an identified subject invention within eight months of first disclosure of invention in accordance with paragraph (e)(2) of this clause, or within such longer period as may be authorized in accordance with 14 CFR 1245.105. (c) Minimum rights reserved by the Government. (1) With respect to each subject invention for which a waiver of rights is applicable in accordance with 14 CFR Section 1245, Subpart I, the Government reserves-- (i)An irrevocable, nonexclusive, nontransferable, royalty-free license for the practice of such invention throughout the world by or on behalf of the United States or any foreign government in accordance with any treaty or agreement with the United States; and (ii) Such other rights as stated in 14 CFR 1245.107. (2) Nothing contained in this paragraph (c) shall be considered to grant to the Government any rights with respect to any invention other than a subject invention. (d) Minimum rights to the Contractor. (1) The Contractor is hereby granted a revocable, nonexclusive, royalty-free license in each patent application filed in any country on a subject invention and any resulting patent in which the Government acquires title, unless the Contractor fails to disclose the subject invention within the times specified in paragraph (e)(2) of this clause. Page I-45 / Revised 154 SECTION I / REVISED The Contractor's license extends to its domestic subsidiaries and affiliates, if any, within the corporate structure of which the Contractor is a party and includes the right to grant sublicenses of the same scope to the extent the Contractor was legally obligated to do so at the time the contract was awarded. The license is transferable only with the approval of the Administrator except when transferred to the successor of that part of the Contractor's business to which the invention pertains. (2) The Contractor's domestic license may be revoked or modified by the Administrator to the extent necessary to achieve expeditious practical application of the subject invention pursuant to an application for an exclusive license submitted in accordance with 37 CFR Part 404, Licensing of Government Owned Inventions. This license will not be revoked in that field of use or the geographical areas in which the Contractor has achieved practical application and continues to make the benefits of the invention reasonably accessible to the public. The license in any foreign country may be revoked or modified at the discretion of the Administrator to the extent the Contractor, its licensees, or its domestic subsidiaries or affiliates have failed to achieve practical application in that foreign country. (3) Before revocation or modification of the license, the Contractor will be provided a written notice of the Administrator's intention to revoke or modify the license, and the Contractor will be allowed 30 days (or such other time as may be authorized by the Administrator for good cause shown by the Contractor) after the notice to show cause why the license should not be revoked or modified. The Contractor has the right to appeal to the Administrator any decision concerning the revocation or modification of its license. (e) Invention identification, disclosures, and reports. (1) The Contractor shall establish and maintain active and effective procedures to assure that reportable items are promptly identified and disclosed to Contractor personnel responsible for the administration of this New Technology clause within six months of conception and/or first actual reduction to practice, whichever occurs first in the performance of work under this contract. These procedures shall include the maintenance of laboratory notebooks or equivalent records and other records as are reasonably necessary to document the conception and/or the first actual reduction to practice of the reportable items, and records that show that the procedures for identifying and disclosing reportable items are followed. Upon request, the Contractor shall furnish the Contracting Officer a description of such procedures for evaluation and for determination as to their effectiveness. (2) The Contractor will disclose each reportable item to the Contracting Officer within two months after the inventor discloses it in writing to Contractor personnel responsible for the administration of this New Technology clause or, if earlier, within six Page I-46 / Revised 155 SECTION I / REVISED months after the Contractor becomes aware that a reportable item has been made, but in any event for subject inventions before any on sale, public use, or publication of such invention known to the Contractor. The disclosure to the agency shall be in the form of a written report and shall identify the contract under which the reportable item was made and the inventor(s) or innovator(s). It shall be sufficiently complete in technical detail to convey a clear understanding, to the extent known at the time of the disclosure, of the nature, purpose, operation, and physical, chemical, biological, or electrical characteristics of the reportable item. The disclosure shall also identify any publication, on sale, or public use of any subject invention and whether a manuscript describing such invention has been submitted for publication and, if so, whether it has been accepted for publication at the time of disclosure. In addition, after disclosure to the agency, the Contractor will promptly notify the agency of the acceptance of any manuscript describing a subject invention for publication or of any on sale or public use planned by the Contractor for such invention. (3) The Contractor shall furnish the Contracting Officer the following: (i) Interim reports every 12 months (or such longer period as may be specified by the Contracting Officer) from the date of the contract, listing reportable items during that period, and certifying that all reportable items have been disclosed (or that there are no such inventions) and that the procedures required by paragraph (e)(l) of this clause have been followed. (ii) A final report, within 3 months after completion of the contracted work, listing all reportable items or certifying that there were no such reportable items, and listing all subcontracts at any tier containing a patent rights clause or certifying that there were no such subcontracts. (4) The Contractor agrees, upon written request of the Contracting Officer, to furnish additional technical and other information available to the Contractor as is necessary for the preparation of a patent application on a subject invention and for the prosecution of the patent application, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. (5) The Contractor agrees, subject to paragraph 27.302(i), of the Federal Acquisition Regulation (FAR), that the Government may duplicate and disclose subject invention disclosures and all other reports and papers furnished or required to be furnished pursuant to this clause. (f) Examination of records relating to inventions. Page I-47 / Revised 156 SECTION I / REVISED (1) The Contracting Officer or any authorized representative shall, until 3 years after final payment under this contract, have the right to examine any books (including laboratory notebooks), records, and documents of the Contractor relating to the conception or first actual reduction to practice of inventions in the same field of technology as the work under this contract to determine whether-- (i) Any such inventions are subject inventions; (ii) The Contractor has established and maintained the procedures required by paragraph (e)(1) of this clause; and (iii) The Contractor and its inventors have complied with the procedures. (2) If the Contracting Officer learns of an unreported Contractor invention that the Contracting Officer believes may be a subject invention, the Contractor may be required to disclose the invention to the agency for a determination of ownership rights. (3) Any examination of records under this paragraph will be subject to appropriate conditions to protect the confidentiality of the information involved. (g) Withholding of payment (this paragraph does not apply to subcontracts). (1) Any time before final payment under this contract, the Contracting Officer may, in the Government's interest, withhold payment until a reserve not exceeding $50,000 or 5 percent of the amount of this contract, whichever is less, shall have been set aside if, in the Contracting Officer's opinion, the Contractor fails to-- (i) Establish, maintain, and follow effective procedures for identifying and disclosing reportable items pursuant to paragraph (e)(1) of this clause; (ii) Disclose any reportable items pursuant to paragraph (e)(2) of this clause; (iii) Deliver acceptable interim reports pursuant to paragraph (e)(3)(i) of this clause; or (iv) Provide the information regarding subcontracts pursuant to paragraph (h)(4) of this clause. (2) Such reserve or balance shall be withheld until the Contracting Officer has determined that the Contractor has rectified whatever deficiencies exist and has delivered all reports, disclosures, and other information required by this clause. (3) Final payment under this contract shall not be made before the Contractor delivers to Page I-48 / Revised 157 SECTION I / REVISED the Contracting Officer all disclosures of reportable items required by paragraph (e)(2) of this clause, and an acceptable final report pursuant to paragraph (e)(3)(ii) of this clause. (4) The Contracting Officer may decrease or increase the sums withheld up to the maximum authorized above. No amount shall be withheld under this paragraph while the amount specified by this paragraph is being withheld under other provisions of the contract, the withholding of any amount or the subsequent payment thereof shall not be construed as a waiver of any Government rights. (h) Subcontracts. (1) Unless otherwise authorized or directed by the Contracting Officer, the Contractor shall-- (i) Include this clause (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with other than a small business firm or nonprofit organization for the performance of experimental, developmental, or research work; and (ii) Include the clause at FAR 52.227-11 (suitably modified to identify the parties) in any subcontract hereunder (regardless of tier) with a small business firm or nonprofit organization for the performance of experimental, developmental, or research work. (2) In the event of a refusal by a prospective subcontractor to accept such a clause the Contractor-- (i) Shall promptly submit a written notice to the Contracting Officer setting forth the subcontractor's reasons for such refusal and other pertinent information that may expedite disposition of the matter; and (ii) Shall not proceed with such subcontract without the written authorization of the Contracting Officer. (3) In the case of subcontracts at any tier, the agency, subcontractor, and Contractor agree that the mutual obligations of the parties created by this clause constitute a contract between the subcontractor and NASA with respect to those matters covered by this clause. (4) The Contractor shall promptly notify the Contracting Officer in writing upon the award of any subcontract at any tier containing a patent rights clause by identifying the subcontractor, the applicable patent rights clause, the work to be performed under the subcontract, and the dates of award and estimated completion. Upon request of the Contracting Officer, the Contractor shall furnish a copy of such subcontract, and, no more frequently than annually, a listing of the subcontracts that have been awarded. Page I-49 / Revised 158 SECTION I / REVISED (5) The subcontractor will retain all rights provided for the Contractor in the clause of subparagraph (h)(1)(i) or (ii) of this clause, whichever is included in the subcontract, and the Contractor will not, as part of the consideration for awarding the subcontract, obtain rights in the subcontractor's subject inventions. (i) Preference for United States industry. Unless provided otherwise, no Contractor that receives title to any subject invention and no assignee of any such Contractor shall grant to any person the exclusive right to use or sell any subject invention in the United States unless such person agrees that any products embodying the subject invention will be manufactured substantially in the United States. However, in individual cases, the requirement may be waived by the Administrator upon a showing by the Contractor or assignee that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. (End of clause) Page I-50 / Revised 159 SECTION J / REVISED PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS -------------------------------------- SECTION J - LIST OF ATTACHMENTS -------------------------------------- NO. ATTACHMENT TITLE DATE PAGES - ---------- ------------------------------- --------- A. LIST OF INSTALLATION - PROVIDED 01/JUL/99 197 GOVERNMENT PROPERTY B. LIST OF INSTALLATION - PROVIDED 01/JUL/99 186 GOVERNMENT PROPERTY ASSIGNED TO DYNACS EMPLOYEES ON SITE Page J-1 / Revised 160 - ------------------------------------------------------------------------------------------------------------------------------------ AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1. CONTRACT ID CODE 1 of 2 - ------------------------------------------------------------------------------------------------------------------------------------ 2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ.NO. 5. PROJECT NO. (if applicable) 2 May 20, 1999 - ------------------------------------------------------------------------------------------------------------------------------------ 6. ISSUED BY CODE 0616/TAS 7. ADMINISTERED BY (IF OTHER THAN ITEM 6) CODE ------------ ------------ NASA Glenn Research Center Attn: Thomas A Spicer Services and Construction Branch 21000 Brookpark Road, Mail Stop 500-312 Cleveland, OH 44135-3191 - ------------------------------------------------------------------------------------------------------------------------------------ 8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and Zip Code) |_| 9A. AMENDMENT OF SOLICITATION NO. --------------------------------------------- 9B. DATED (SEE ITEM 11) --------------------------------------------- |X| 10A. MODIFICATION OF CONTRACT/ORDER NO. NAS3-98008 --------------------------------------------- - ---------------------------------------------------------------------------------- 10B. DATED (SEE ITEM 13) CODE (PF)(9) FACILITY CODE 12-17-97 - ------------------------------------------------------------------------------------------------------------------------------------ 11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS - ------------------------------------------------------------------------------------------------------------------------------------ |_| The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offers |_| is extended, |_| is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning ___ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified. - ------------------------------------------------------------------------------------------------------------------------------------ 12. ACCOUNTING AND APPROPRIATION DATA (if required) N/A - ------------------------------------------------------------------------------------------------------------------------------------ 13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS, IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14. - ------------------------------------------------------------------------------------------------------------------------------------ |_| A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. IN ITEM 10A. - ------------------------------------------------------------------------------------------------------------------------------------ |_| B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b). - ------------------------------------------------------------------------------------------------------------------------------------ |_| C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF: - ------------------------------------------------------------------------------------------------------------------------------------ |X| D. OTHER (Specify type of modification and authority) B.4 Award Fee Pool (SEPT 97) - ------------------------------------------------------------------------------------------------------------------------------------ E. IMPORTANT: Contractor |X| is not, |_| is required to sign this document and return __ copies to the issuing office. - ------------------------------------------------------------------------------------------------------------------------------------ 14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.) See Page 2 - ------------------------------------------------------------------------------------------------------------------------------------ Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect. - ------------------------------------------------------------------------------------------------------------------------------------ 15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print) Thomas A. Spicer, Contracting Officer - ------------------------------------------------------------------------------------------------------------------------------------ 15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED BY BY /s/ Thomas A. Spicer May 20, 1999 ---------------------------------------- --------------------------------------- (Signature of person authorized to sign) (Signature of Contracting Officer) - ------------------------------------------------------------------------------------------------------------------------------------ NSN 7540-01-152-8070 30-105 STANDARD FORM 30 (REV. 10-83) PREVIOUS EDITION UNUSABLE Prescribed by GSA FAR (48 CFR) 53.243
DUPLICATE ORIGINAL 161 NAS3-98008 Modification No. 2 Page 2 The contract is modified to reflect the Award Fee determination for the evaluation period from from June 1, 1998 through February 28, 1999 as follows:
Prior Amount This Action New Amount ------------ ----------- ---------- Estimated Cost $42,185,846 -- $42,185,846 Earned Award Fee -- $ 549,755.00 $649,755.00 Potential Award Fee Pool $ 1,371,261 $(676,828.00) $694,433.00 ----------- ------------ ----------- TOTAL CONTRACT $43,557,197 $ (27,073.00) $43,530,034
EX-10.5 5 ex10-5.txt FORM OF EMPLOYMENT AGREEMENT 1 Exhibit 10.5 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Ramendra P. Singh (the "Executive"). WHEREAS, the Executive has been employed by the Company for more than 15 years and is currently President and Chief Executive Officer; and WHEREAS, the Executive possesses an intimate knowledge of the business and affairs of the Company; and WHEREAS, the Board of Directors of the Company (the "Board") recognizes the Executive's contribution to the growth and success of the Company and desires to assure the Company of the Executive's continued employment in an executive capacity and to compensate him therefor; and WHEREAS, the Executive is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Executive and the Executive hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on [3 years after the commencement date] (the "Term"). 2. Position and Duties. Executive shall serve as the President and Chief Executive Officer of the Company, reporting only to the Board, and shall have supervision and control over, and responsibility for, the general management and operation of the Company, and shall have such other powers and duties as may from time to time be prescribed by the Board, provided that such duties are consistent with his present duties and with the Executive's position as a senior executive officer in charge of the general management of the Company. The Executive shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Executive shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Executive shall be based at the Company's principal executive offices. 3. Compensation and Related Matters. (a) Base Salary. The Executive shall receive a minimum base salary ("Base Salary") at the annual rate of $295,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or 2 reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Executive's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Executive shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Executive shall be entitled to receive prompt reimbursement for all properly substantiated reasonable expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Board of Directors of the Company for its senior executive officers. (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Executive participates which would adversely affect the Executive's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all executives of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Executive as compared with any other executive of the Company. The Executive shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its executives and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Executive under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Executive pursuant to paragraph (a) of this Section 3. (e) Vacations. The Executive shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior executive officers, but not less than six weeks in any calendar year (prorated in any calendar year during which the Executive is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Executive shall also be entitled to all paid holidays given by the Company to its senior executive officers. 4. Offices. The Executive agrees to serve without additional compensation, if elected or appointed thereto, as a director of the Company and any of its subsidiaries and in one or more executive offices of any of the Company's subsidiaries, provided he is indemnified for serving in any and all such capacities on a basis no less favorable than is currently provided by the Company's Certificate of Incorporation and By-laws. 5. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Executive shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, -2- 3 employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies or providing services in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animation (the "Restricted Business"). If the Executive is terminated by the Company for cause pursuant to Section 9(c) or the Executive terminates his employment other than pursuant to Section 9(d), the Restricted Period shall be two (2) years from the termination date of the Executive's employment by the Company. If the Executive is terminated without cause, the Restricted Period shall be one (1) year from the termination date of the Executive's employment by the Company, if the Executive is paid twelve (12) months salary as a severance payment (payable monthly) pursuant to Section 10(d). (b) During the Restricted Period, the Executive shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Executive shall not interfere in any manner with any customer, consultant, supplier or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Executive from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Executive and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Executive acknowledges that a material breach of any of the covenants contained in this Section 5 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Executive from engaging in activities prohibited by this Section 5, and such other relief as may be required to specifically enforce any of the covenants in this Section 5. 6. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Executive, the Executive shall not, without the written consent of the Board of Directors or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably -3- 4 necessary or appropriate in connection with the performance by the Executive of his duties as an executive of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Executive) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Executive agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Executive's duties to the Company. The Executive agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. 7. Ownership of Proprietary Information. (a) The Executive agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Executive during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Executive further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Executive acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Executive, if at all, in confidence in the course of his performance of his duties hereunder, and that any -4- 5 disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Executive is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 8. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Executive agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Executive agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Executive hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Executive further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 9. Termination. The Executive's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Executive's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Executive's incapacity due to physical or mental illness, that the Executive shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Executive's employment hereunder. -5- 6 (c) Cause. The Company may terminate the Executive's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Board of Directors of the Company specifically identifying the manner in which the Board of Directors believes the Executive has not substantially performed his duties, or (B) the willful engaging by the Executive in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Executive of the provisions of Sections 6, 7 and 8 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Executive, finding that in the good faith opinion of the Board, the Executive was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. (d) Termination by the Executive. The Executive may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) any assignment to the Executive of any duties other than those contemplated by, or any limitation of the powers of the Executive in any respect not contemplated by, Section 2 hereof, (C) any removal of the Executive from or any failure to re-elect the Executive to any of the positions indicated in Section 2 hereof, except in connection with termination of the Executive's employment for Cause or Disability, (D)a reduction in the Executive's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 11 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of -6- 7 such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Executive's employment by the Board of Directors of the Company or by the Executive (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Executive's employment is terminated by his death, the date of his death, (ii) if the Executive's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of Termination is given (provided that the Executive shall not have returned to the performance of his duties on a full-time basis during such thirty (30) day period), (iii) if the Executive's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Executive's employment is terminated for any other reason, the date on which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 10. Compensation Upon Termination or During Disability. (a) If the Executive's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Executive's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (such condition having been confirmed by a qualified doctor in a written statement to the Company and that at the Company's request and expense the Executive shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Executive's doctor), the Executive shall continue to receive his full Base Salary and bonus payments until the Executive's employment is terminated pursuant to Section 9(b) hereof, or until the Executive terminates his employment pursuant to Section 9(d) hereof, whichever first occurs. After termination, the Executive shall be paid 100% of his Base Salary at the rate in effect at the time Notice of -7- 8 Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Executive in substantially equal monthly installments. (c) If the Executive's employment shall be terminated for Cause, the Company shall pay the Executive his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Executive under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Executive's employment other than pursuant to Sections 9(b) or 9(c) hereof (it being understood that a purported termination pursuant to Section 9(b) or 9(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Executive shall terminate his employment for Good Reason, then (i) the Company shall pay the Executive his full Base Salary through the last day of the Term at the rate in effect at the time Notice of Termination is given and the amount, if any, with respect to any year then ended, such bonus which would have accrued to the Executive on the basis of the Company's performance but which has not yet been paid to him; (ii) in addition to salary payments pursuant to Section 10(d)(i), the Company shall pay as severance pay to the Executive on the fifth day following the Date of Termination, a lump sum amount equal to the annual Base Salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination; and (iii) the Company shall pay all other damages to which the Executive may be entitled as a result of the Company's termination of his employment under this Agreement, including damages for any and all loss of benefits to the Executive under the Company's employee benefit plans which he would have received if the Company had not breached this Agreement and had his employment confirmed for the full term provided in Section 1 hereof, and including all legal fees and expenses incurred by him in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit provided by this Agreement. (e) Unless the Executive is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Executive to the last day of the Term all employee benefit plans and programs in which the Executive was entitled to participate immediately prior to the Date of Termination provided that the Executive's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Executive's participation in any such plan or program is barred, the Company shall arrange to provide the Executive with benefits substantially similar to those which the Executive would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. -8- 9 (f) The Executive shall not be required to mitigate the amount of any payment provided for in this Section 10 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 10 be reduced by any compensation earned by the Executive as the result of employment by another Company after the Date of Termination, or otherwise. 11. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 11 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Executive hereunder shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive's devisee, legatee, or other designee or, if there be no such designee, to the Executive's estate. -9- 10 12. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive: Dr. Ramendra P. Singh --------------------- --------------------- If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 13. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 14. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. 15. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 16. Remedies for Breach. The Executive understands and agrees that any breach of Sections 5, 6, 7 or 8 of this Agreement by the Executive would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, -10- 11 the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 17. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 18. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 19. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 20. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. -11- 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By: -------------------------------- Name: Title: ----------------------------------- Ramendra P. Singh -12- EX-10.6 6 ex10-6.txt FORM OF EMPLOYMENT AGREEMENT 1 Exhibit 10.6 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Ravi Venugopal (the "Employee"). WHEREAS, the Employee is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Employee and the Employee hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on [3 years after the commencement date] (the "Term"). 2. Position and Duties. Employee shall serve as Senior Vice President Digital Media & Entertainment and Corporate Secretary of the Company, reporting only to the President and Chief Executive Officer, and shall have the powers and duties set forth in Annex A, as may be amended from time to time by the Company, provided that such duties are consistent with his present duties. The Employee shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Employee shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Employee shall be based at the Company's principal executive offices. 3. Compensation and Related Matters. (a) Base Salary. The Employee shall receive a minimum base salary ("Base Salary") at the annual rate of $150,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Employee's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Employee shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Employee shall be entitled to receive prompt reimbursement for all properly substantiated reasonable 2 expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Company. (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Employee participates which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all Employees of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other Employee of the Company. The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its Employees and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to paragraph (a) of this Section 3. (e) Vacations. The Employee shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior Employee officers, but not less than four weeks in any calendar year (prorated in any calendar year during which the Employee is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Employee shall also be entitled to all paid holidays given by the Company to its senior Employee officers. 4. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Employee shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animation (the "Restricted Business"). If the Employee is terminated by the Company for cause pursuant to Section 8(c) or the Employee terminates his employment other than pursuant to Section 8(d), the Restricted Period shall be two (2) years from the termination date of the Employee's employment by the Company. If the Employee is terminated without cause, the Restricted Period shall be six (6) months from the termination date of the Employee's employment by the Company, if the Employee is paid six (6) months salary as a severance payment (payable monthly) at his highest salary rate in effect during the twelve months prior to termination. (b) During the Restricted Period, the Employee shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates -2- 3 with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Employee shall not interfere in any manner with any customer, consultant, supplier or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Employee from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Employee and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Employee acknowledges that a material breach of any of the covenants contained in this Section 4 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any of the covenants in this Section 4. 5. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Employee, the Employee shall not, without the written consent of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an Employee of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Employee's duties to the Company. The Employee agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. -3- 4 6. Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 7. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Employee agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, -4- 5 designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Employee agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Employee hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 8. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder. (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the willful and continued failure by the Employee to substantially perform his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Employee has not substantially performed his duties, or (B) the willful engaging by the Employee in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the -5- 6 Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Employee, finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. (d) Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) any assignment to the Employee of any duties other than those contemplated by, or any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (C) any removal of the Employee from or any failure to re-elect the Employee to either of the positions indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a reduction in the Employee's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Employee's employment by the Company or by the Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his death, (ii) if the Employee's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of -6- 7 Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis daring such thirty (30) day period), (iii) if the Employee's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Employee's employment is terminated for any other reason, the date an which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 9. Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full Base Salary and bonus payments until the Employee's employment is terminated pursuant to Section 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. After termination, the Employee shall be paid 100% of his Base Salary at the rate in effect at the time Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Employee in substantially equal monthly installments. (c) If the Employee's employment shall be terminated for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Employee shall terminate his employment for Good Reason, then -7- 8 the Company shall pay as severance pay to the Employee on the fifth day following the Date of Termination, a lump sum amount equal to six months salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination. (e) Unless the Employee is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Employee to the last day of the Term all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Date of Termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another Company after the Date of Termination, or otherwise. 10. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to -8- 9 hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate. 11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Ravi Venugopal ------------------- ------------------- If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 12. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which -9- 10 are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. 14. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 15. Remedies for Breach. The Employee understands and agrees that any breach of Sections 4,5, 6 or 7 of this Agreement by the Employee would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 16. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 17. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 18. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 19. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, -10- 11 partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By: --------------------------- Name: Title: ------------------------------ Ramendra P. Singh -11- 12 ANNEX "A" EMPLOYEES DUTIES Ravi Venugopal Sr. Vice President Digital Media & Entertainment Corporate Secretary I AS SECRETARY: - - Responsible for the custody and maintenance of all of the corporate records except the financial records. - - Records the minutes of all meetings of the Shareholders and the Board of Directors. - - Sends all notices of meetings. - - Performs such other duties as may be prescribed by the President not inconsistent with his duties and those duties set forth within the By-laws of the Company. II AS SR. VP, DIGITAL MEDIA AND ENTERTAINMENT: - - Acts as overall administrative, financial and technical leader of the Media & Entertainment Division. - - Receives corporate support for Business Development and Financial Management and coordinates with them as appropriate. - - Overall P/L level responsibility for the Division. - - Responsible for developing and implementing a business unit operating plan. - - Responsible for budgets, schedules and cost containment within the Division. - - Responsible for ensuring customer satisfaction and maintaining customer relationships. - - Responsible for supporting corporate business development efforts within the DM&E area. - - Responsible for supporting corporate business office in ensuring efficient invoicing and payment. -12- 13 - - Responsible for providing information to business office needed for sufficient oversight on business matters. -13- EX-10.7 7 ex10-7.txt FORM OF EMPLOYMENT AGREEMENT 1 EXHIBIT 10.7 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Harry W. Schubele III (the "Employee"). WHEREAS, the Employee is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Employee and the Employee hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on [3 years after the commencement date] (the "Term"). 2. Position and Duties. Employee shall serve as Senior Vice President - Business Office and Corporate Treasurer of the Company, reporting only to the President and Chief Executive Officer, and shall have the powers and duties set forth in Annex A, as may be amended from time to time by the Company, provided that such duties are consistent with his present duties. The Employee shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Employee shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Employee shall be based at the Company's principal executive offices. 3. Compensation and Related Matters. (a) Base Salary. The Employee shall receive a minimum base salary ("Base Salary") at the annual rate of $150,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Employee's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Employee shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Employee shall be entitled to receive prompt reimbursement for all properly substantiated reasonable expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Company. 2 (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Employee participates which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all Employees of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other Employee of the Company. The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its Employees and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to paragraph (a) of this Section 3. (e) Vacations. The Employee shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior Employee officers, but not less than four weeks in any calendar year (prorated in any calendar year during which the Employee is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Employee shall also be entitled to all paid holidays given by the Company to its senior Employee officers. 4. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Employee shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animations (the "Restricted Business"). If the Employee is terminated by the Company for cause pursuant to Section 8(c) or the Employee terminates his employment other than pursuant to Section 8(d), the Restricted Period shall be two (2) years from the termination date of the Employee's employment by the Company. If the Employee is terminated without cause, the Restricted Period shall be six (6) months from the termination date of the Employee's employment by the Company, if the Employee is paid six (6) months salary as a severance payment (payable monthly) at his highest salary rate in effect during the twelve months prior to termination. (b) During the Restricted Period, the Employee shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Employee shall not interfere in any manner with any customer, consultant, supplier -2- 3 or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Employee from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Employee and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Employee acknowledges that a material breach of any of the covenants contained in this Section 4 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any of the covenants in this Section 4. 5. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Employee, the Employee shall not, without the written consent of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an Employee of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Employee's duties to the Company. The Employee agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. 6. Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of employment with the Company -3- 4 and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 7. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Employee agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part -4- 5 applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Employee agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Employee hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 8. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder. (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the willful and continued failure by the Employee to substantially perform his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Employee has not substantially performed his duties, or (B) the willful engaging by the Employee in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Employee, finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. -5- 6 (d) Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) any assignment to the Employee of any duties other than those contemplated by, or any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (C) any removal of the Employee from or any failure to re-elect the Employee to either of the positions indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a reduction in the Employee's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Employee's employment by the Company or by the Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his death, (ii) if the Employee's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis daring such thirty (30) day period), (iii) if the Employee's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Employee's employment is terminated for any other reason, the date an which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the -6- 7 dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 9. Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full Base Salary and bonus payments until the Employee's employment is terminated pursuant to Section 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. After termination, the Employee shall be paid 100% of his Base Salary at the rate in effect at the time Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Employee in substantially equal monthly installments. (c) If the Employee's employment shall be terminated for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Employee shall terminate his employment for Good Reason, then -7- 8 the Company shall pay as severance pay to the Employee on the fifth day following the Date of Termination, a lump sum amount equal to six months salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination. (e) Unless the Employee is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Employee to the last day of the Term all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Date of Termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another Company after the Date of Termination, or otherwise. 10. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid -8- 9 which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate. 11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Harry W. Schubele III 14929 Devonshire Woods Place Tampa, FL 33624 If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 12. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. -9- 10 14. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 15. Remedies for Breach. The Employee understands and agrees that any breach of Sections 4,5, 6 or 7 of this Agreement by the Employee would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 16. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 17. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 18. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 19. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. -10- 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By:___________________________ Name: Title: ______________________________ Ramendra P. Singh -11- 12 ANNEX "A" EMPLOYEES DUTIES Harry W. Schubele, III Senior Vice President-Business Office and Corporate Treasurer 1. SENIOR VICE PRESIDENT, BUSINESS OFFICE - - Responsible for finance and accounting, contract administration, pricing, DCAA coordination, policy and policy administration and general administration for the Company. - - Responsible for overall financial health of Company. - - Responsible for administrative matters, including policy, policy administration and management. - - Responsible for offices of accounting, payroll, general cash management. - - Responsible for pricing and pricing policies of I&AT efforts. - - Responsible for developing and implementing a business office, operating plan and budget. 2. CORPORATE TREASURER - - Responsible for money management and serve as custodian of Company's funds. - - Responsible for banking and other financial institution relations. - - Establish and maintain sources of short term borrowing. - - Establish and maintain a market for Company's debt and equity securities and perform such other duties as may be delegated from time to time by the Board of Directors or President. -12- EX-10.8 8 ex10-8.txt FORM OF EMPLOYMENT AGREEMENT 1 EXHIBIT 10.8 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Jayant Ramakrishnan (the "Employee"). WHEREAS, the Employee is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Employee and the Employee hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on [3 years after the commencement date] (the "Term"). 2. Position and Duties. Employee shall serve as Senior Vice President - Information and Applied Technology of the Company, reporting only to the President and Chief Executive Officer, and shall have the powers and duties set forth in Annex A, as may be amended from time to time by the Company, provided that such duties are consistent with his present duties. The Employee shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Employee shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Employee shall be based at the Company's offices located in Houston, Texas, unless the Company otherwise requires the Employee to be based at another location. 3. Compensation and Related Matters. (a) Base Salary. The Employee shall receive a minimum base salary ("Base Salary") at the annual rate of $150,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Employee's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Employee shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Employee shall be entitled to receive prompt reimbursement for all properly substantiated reasonable 2 expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Company. (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Employee participates which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all Employees of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other Employee of the Company. The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its Employees and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to paragraph (a) of this Section 3. (e) Vacations. The Employee shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior Employee officers, but not less than four weeks in any calendar year (prorated in any calendar year during which the Employee is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Employee shall also be entitled to all paid holidays given by the Company to its senior Employee officers. 4. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Employee shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animation (the "Restricted Business"). If the Employee is terminated by the Company for cause pursuant to Section 8(c) or the Employee terminates his employment other than pursuant to Section 8(d), the Restricted Period shall be two (2) years from the termination date of the Employee's employment by the Company. If the Employee is terminated without cause, the Restricted Period shall be six (6) months from the termination date of the Employee's employment by the Company, if the Employee is paid six (6) months salary as a severance payment (payable monthly) at his highest salary rate in effect during the twelve months prior to termination. (b) During the Restricted Period, the Employee shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates -2- 3 with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Employee shall not interfere in any manner with any customer, consultant, supplier or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Employee from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Employee and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Employee acknowledges that a material breach of any of the covenants contained in this Section 4 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any of the covenants in this Section 4. 5. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Employee, the Employee shall not, without the written consent of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an Employee of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Employee's duties to the Company. The Employee agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. -3- 4 6. Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 7. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Employee agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, -4- 5 designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Employee agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Employee hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 8. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder. (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the willful and continued failure by the Employee to substantially perform his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Employee has not substantially performed his duties, or (B) the willful engaging by the Employee in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the -5- 6 Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Employee, finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. (d) Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) any assignment to the Employee of any duties other than those contemplated by, or any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (C) any removal of the Employee from or any failure to re-elect the Employee to the position indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a reduction in the Employee's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Employee's employment by the Company or by the Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his death, (ii) if the Employee's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of -6- 7 Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis daring such thirty (30) day period), (iii) if the Employee's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Employee's employment is terminated for any other reason, the date an which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 9. Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full Base Salary and bonus payments until the Employee's employment is terminated pursuant to Section 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. After termination, the Employee shall be paid 100% of his Base Salary at the rate in effect at the time Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Employee in substantially equal monthly installments. (c) If the Employee's employment shall be terminated for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Employee shall terminate his employment for Good Reason, then -7- 8 the Company shall pay as severance pay to the Employee on the fifth day following the Date of Termination, a lump sum amount equal to six months salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination. (e) Unless the Employee is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Employee to the last day of the Term all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Date of Termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another Company after the Date of Termination, or otherwise. 10. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to -8- 9 hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate. 11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Jayant Ramakrishnan _____________________ _____________________ If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 12. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which -9- 10 are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. 14. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 15. Remedies for Breach. The Employee understands and agrees that any breach of Sections 4,5, 6 or 7 of this Agreement by the Employee would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 16. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 17. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 18. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 19. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, -10- 11 partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By:___________________________ Name: Title: ______________________________ Ramendra P. Singh -11- 12 ANNEX "A" EMPLOYEES DUTIES Jayant Ramakrishnan Sr. Vice President Information and Applied Technology - - Overall administrative, financial and technical leader of the Information and Applied Technology business unit. - - Responsible for meeting the income targets based on existing contracts for the Division. - - Work with the Business Development unit to develop sales targets for the I&AT area. - - Receive corporate support for Business Development and Financial Management, and coordinates with them as appropriate. All major contract program managers report directly to this position. - - Overall P/L level responsibility for the I&AT Division. - - Responsible for developing and implementing a business unit operating plan. - - Responsible for budgets, schedules and cost containment within the Division. - - Responsible for ensuring customer satisfaction and maintaining customer relationships. - - Responsible for employee hiring, retention satisfaction and morale. - - Responsible for supporting corporate business development efforts within the I&AT area. - - Responsible for supporting Corporate Business Office in ensuring efficient invoicing and payment. - - Responsible for providing information to business office needed for sufficient oversight on business matters. -12- EX-10.9 9 ex10-9.txt FORM OF EMPLOYMENT AGREEMENT 1 EXHIBIT 10.9 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Javier E. Benavente (the "Employee"). WHEREAS, the Employee is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Employee and the Employee hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on [3 years after the commencement date] (the "Term"). 2. Position and Duties. Employee shall serve as Senior Vice President - Strategy and Business Development of the Company, reporting only to the President and Chief Executive Officer, and shall have the powers and duties set forth in Annex A, as may be amended from time to time by the Company, provided that such duties are consistent with his present duties. The Employee shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Employee shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Employee shall be based at the Company's principal executive offices. 3. Compensation and Related Matters. (a) Base Salary. The Employee shall receive a minimum base salary ("Base Salary") at the annual rate of $150,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Employee's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Employee shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Employee shall be entitled to receive prompt reimbursement for all properly substantiated reasonable expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Company. 2 (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Employee participates which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all Employees of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other Employee of the Company. The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its Employees and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to paragraph (a) of this Section 3. (e) Vacations. The Employee shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior Employee officers, but not less than four weeks in any calendar year (prorated in any calendar year during which the Employee is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Employee shall also be entitled to all paid holidays given by the Company to its senior Employee officers. 4. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Employee shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animation (the "Restricted Business"). If the Employee is terminated by the Company for cause pursuant to Section 8(c) or the Employee terminates his employment other than pursuant to Section 8(d), the Restricted Period shall be two (2) years from the termination date of the Employee's employment by the Company. If the Employee is terminated without cause, the Restricted Period shall be six (6) months from the termination date of the Employee's employment by the Company, if the Employee is paid six (6) months salary as a severance payment (payable monthly) at his highest salary rate in effect during the twelve months prior to termination. (b) During the Restricted Period, the Employee shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Employee shall not interfere in any manner with any customer, consultant, supplier -2- 3 or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Employee from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Employee and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Employee acknowledges that a material breach of any of the covenants contained in this Section 4 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any of the covenants in this Section 4. 5. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Employee, the Employee shall not, without the written consent of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an Employee of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Employee's duties to the Company. The Employee agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. 6. Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of -3- 4 employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 7. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Employee agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part -4- 5 applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Employee agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Employee hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 8. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder. (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the willful and continued failure by the Employee to substantially perform his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Employee has not substantially performed his duties, or (B) the willful engaging by the Employee in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Employee, finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. -5- 6 (d) Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) any assignment to the Employee of any duties other than those contemplated by, or any limitation of the powers of the Employee in any respect not contemplated by, Section 2 hereof, (C) any removal of the Employee from or any failure to re-elect the Employee to the position indicated in Section 2 hereof, except in connection with termination of the Employee's employment for Cause or Disability, (D) a reduction in the Employee's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (E) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d- 3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Employee's employment by the Company or by the Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his death, (ii) if the Employee's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis daring such thirty (30) day period), (iii) if the Employee's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Employee's employment is terminated for any other reason, the date an which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which -6- 7 the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). 9. Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full Base Salary and bonus payments until the Employee's employment is terminated pursuant to Section 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. After termination, the Employee shall be paid 100% of his Base Salary at the rate in effect at the time Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Employee in substantially equal monthly installments. (c) If the Employee's employment shall be terminated for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Employee shall terminate his employment for Good Reason, then -7- 8 (ii) in addition to salary payments pursuant to Section 9(d)(i), the Company shall pay as severance pay to the Employee on the fifth day following the Date of Termination, a lump sum amount equal to six months salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination; and (e) Unless the Employee is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Employee to the last day of the Term all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Date of Termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another Company after the Date of Termination, or otherwise. 10. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid -8- 9 which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate. 11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Javier E. Benavente _____________________ _____________________ If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 12. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. -9- 10 14. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 15. Remedies for Breach. The Employee understands and agrees that any breach of Sections 4,5, 6 or 7 of this Agreement by the Employee would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 16. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 17. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 18. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 19. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. -10- 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By:___________________________ Name: Title: ______________________________ Ramendra P. Singh -11- 12 ANNEX "A" EMPLOYEES DUTIES Javier E. Benavente Sr. Vice President Strategy and Business Development - - Overall responsibility for new business development and the development and implementation of strategies for business growth. - - Develops and implements strategies for business growth. - - Coordinates with field units to develop local business. - - Responsible for developing a strategic plan for the Company with input from other units. - - Responsible for budgets, schedules and cost containment with the Business Development office. - - Responsible for developing and meeting multi-year back-log growth targets for the Company. - - Responsible for bid strategy. - - Responsible for tracking large government and commercial opportunities and teaming, subcontracting, and joint ventures or partnering arrangements during proposal phase. - - Responsible for business growth, new ventures and diversification efforts. - - Responsible for identifying mergers and/or acquisition targets in conjunction with the President. - - Responsible for internal research & development efforts. -12- EX-10.10 10 ex10-10.txt FORM OF EMPLOYMENT AGREEMENT 1 EXHIBIT 10.10 EMPLOYMENT AGREEMENT AGREEMENT made as of the ___ day of ______________, 2000, between Dynacs, Inc., a Delaware corporation (the "Company") and Robert Rodriguez (the "Employee"). WHEREAS, the Employee is desirous of committing himself to serve the Company on the terms herein provided. NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, the parties hereto agree as follows: 1. Employment. The Company hereby agrees to continue to employ the Employee and the Employee hereby agrees to continue to serve the Company, on the terms and conditions set forth herein for the period commencing on the date hereof and expiring on 3 years after the commencement date (the "Term"). 2. Position and Duties. Employee shall serve as the Chief Financial Officer of the Company(subject to change), reporting only to the President and Chief Executive Officer, and shall have the powers and duties set forth in Annex A, as may be amended from time to time by the Company, provided that such duties are consistent with his present duties. The Employee shall devote his full business time and efforts as shall be necessary to the proper discharge of his duties and responsibilities under this Agreement. The Employee shall perform his duties hereunder with due care and with professionalism commensurate with his duties in the manner he has heretofore performed such duties and will comply with all policies which from time to time may be in effect or adopted by the Company. In connection with his employment by the Company, the Employee shall be based at the Company's principal executive offices. 3. Compensation and Related Matters. (a) Base Salary. The Employee shall receive a minimum base salary ("Base Salary") at the annual rate of $100,000 during each year of the Term hereof payable in equal bi-weekly installments. Any increase in Base Salary or other compensation granted by the Compensation Committee of the Board ("the Compensation Committee") shall in no way limit or reduce any other obligation of the Company hereunder and, once established at an increased specified rate, the Employee's Base Salary hereunder shall not thereafter be reduced. (b) Bonus Payments. In addition to Base Salary, the Employee shall be entitled to receive such bonus payments as the Compensation Committee may determine from time to time. (c) Expenses. During the term of his employment hereunder, the Employee shall be entitled to receive prompt reimbursement for all properly substantiated reasonable expenses incurred by him in performing services hereunder in accordance with the policies and procedures presently established by the Company. 2 (d) Other Benefits. The Company shall not make any changes in any employee benefit plans or arrangements in effect on the date hereof in which the Employee participates which would adversely affect the Employee's rights or benefits thereunder, unless such change occurs pursuant to a program applicable to all Employees of the Company and does not result in a proportionately greater reduction in the rights of or benefits to the Employee as compared with any other Employee of the Company. The Employee shall be entitled to participate in or receive benefits under any employee benefit plan or arrangement made available by the Company in the future to its Employees and key management employees, subject to and on a basis consistent with the terms, conditions and overall administration of such plan or arrangement. Nothing paid to the Employee under any plan or arrangement presently in effect or made available in the future shall be deemed to be in lieu of the salary payable to the Employee pursuant to paragraph (a) of this Section 3. (e) Vacations. The Employee shall be entitled to the number of paid vacation days in each calendar year determined by the Company from time to time for its senior Employee officers, but not less than four weeks in any calendar year (prorated in any calendar year during which the Employee is employed hereunder for less than the entire such year in accordance with the number of days in such calendar year during which he is so employed). The Employee shall also be entitled to all paid holidays given by the Company to its senior Employee officers. 4. Non-Competition (a) For the applicable period set forth below (the "Restricted Period"), the Employee shall not, directly or indirectly, own an interest in, manage, operate, join, control, consult, advise, or render other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any individual, partnership, firm, corporation or other business organization or entity ("Person") that, at such time, is engaged in any business which may be deemed competitive with the Company's business of developing technologies in the areas of information systems development and management and satellite and aerospace systems and operations for U.S. Government agencies or digital color remastering and animation (the "Restricted Business"). If the Employee is terminated by the Company for cause pursuant to Section 8(c) or the Employee terminates his employment other than pursuant to Section 8(d), the Restricted Period shall be two (2) years from the termination date of the Employee's employment by the Company. If the Employee is terminated without cause, the Restricted Period shall be six (6) months from the termination date of the Employee's employment by the Company, if the Employee is paid six (6) months salary as a severance payment (payable monthly) at his highest salary rate in effect during the twelve months prior to termination. (b) During the Restricted Period, the Employee shall not directly or indirectly (i) hire or employ on any basis, (ii) solicit or endeavor to entice away from the Company or its and each of its subsidiaries, affiliates, licensors, licensees, successors or assigns (collectively, the "Affiliates"), or (iii) otherwise interfere with the relationship of the Company or its Affiliates with, any person who is employed by the Company or any of its Affiliates or any person who was employed by the Company or its Affiliates within the then most recent six-month period. Further, the Employee shall not interfere in any manner with any customer, consultant, supplier -2- 3 or client of the Company or its Affiliates, or any Person who was a customer, consultant, supplier or client of the Company or its Affiliates within the then most recent six-month period. (c) Nothing in this Agreement shall prohibit the Employee from acquiring or holding up to an aggregate of one per cent (1%) of any issue of stock or securities of any company listed on a national securities exchange or quoted on the automated quotation system of the National Association of Securities Dealers, Inc., which company engages in Restricted Business; provided, however, the Employee and the members of his immediate families shall not own any voting securities or any other interest in, or lend or contribute monies, properties or services to, any other company engaging in a Restricted Business. (d) The Employee acknowledges that a material breach of any of the covenants contained in this Section 4 would result in material irreparable injury to the Company for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that the Company shall be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining the Employee from engaging in activities prohibited by this Section 4, and such other relief as may be required to specifically enforce any of the covenants in this Section 4. 5. Confidential Information. (a) During the period of his employment hereunder, and at any time after his termination of employment by the Company or the Employee, the Employee shall not, without the written consent of the Company or a person authorized thereby, disclose to any person, other than an employee of the Company or a person to whom disclosure is reasonably necessary or appropriate in connection with the performance by the Employee of his duties as an Employee of the Company, any material confidential information obtained by him while in the employ of the Company; provided, however, that confidential information shall not include any information known generally to the public (other than as a result of unauthorized disclosure by the Employee) or any information of a type not otherwise considered confidential by persons engaged in the same business or a business similar to that conducted by the Company. (b) The Employee agrees: (i) not to use any such information for himself or others; and (ii) not to take any such material or reproductions thereof from the Company's facilities at any time or after during his employment by the Company, except as required in the Employee's duties to the Company. The Employee agrees immediately to return all such material and reproductions thereof in his possession to the Company upon request and in any event upon termination of employment. 6. Ownership of Proprietary Information. (a) The Employee agrees that all information that has been created, discovered or developed by the Company or its Affiliates (including, without limitation, information relating to the development of the Company's business created, discovered, developed or made known to the Company or the Affiliates by Employee during the period of -3- 4 employment with the Company and information relating to Company's customers, suppliers, consultants, and licensees) and/or in which property rights have been assigned or otherwise conveyed to the Company or the Affiliates, shall be the sole property of the Company or the Affiliates, as applicable, and the Company or the Affiliates, as the case may be, shall be the sole owner of all patents, copyrights and other rights in connection therewith. All of the aforementioned information is hereinafter called "Proprietary Information." By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, discoveries, structures, inventions, designs, ideas, works of authorship, copyrightable works, trademarks, copyrights, formulas, data, know-how, show-how, improvements, inventions, product concepts, techniques, information or statistics contained in, or relating to, marketing plans, strategies, forecasts, blueprints, sketches, records, notes, devices, drawings, customer lists, patent applications, continuation applications, continuation-in-part applications, file wrapper continuation applications, and divisional applications and information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, the compensation, job responsibility and job performance of such employees and/or consultants). (b) The Employee further agrees that at all times, both during the period of employment with the Company and any time after his termination of this Agreement, he will keep in confidence and trust all Proprietary Information, and he will not use or disclose any Proprietary Information or anything directly relating to it without the written consent of the Company or the Affiliates, as appropriate, except as may be necessary in the ordinary course of performing his duties hereunder. The Employee acknowledges that the Proprietary Information constitutes a unique and valuable asset of the Company and each Affiliate acquired at great time and expense, which is secret and confidential and which will be communicated to the Employee, if at all, in confidence in the course of his performance of his duties hereunder, and that any disclosure or other use of the Proprietary Information other than for the sole benefit of the Company or the Affiliates would be wrongful and could cause irreparable harm to the Company or its Affiliates, as the case may be. Notwithstanding the foregoing, the parties agree that, at all such times, the Employee is free to use (i) information in the public domain not as a result of a breach of this Agreement, and (ii) information lawfully received from a third party who had the right to disclose such information. 7. Disclosure and Ownership of Inventions. (a) During the term of employment until the Termination Date, the Employee agrees that he will promptly disclose to the Company, or any persons designated by the Company, all intellectual property rights, including but not limited to, improvements, inventions, designs, ideas, works of authorship, copyrightable works, discoveries, patents, trademarks, copyrights, trade secrets, formulas, processes, structures, product concepts, marketing plans, strategies, customer lists, information about the Company's or the Affiliates' employees and/or consultants (including, without limitation, job performance of such employees and/or consultants), techniques, blueprints, sketches, records, notes, devices, drawings, know-how, data, whether or not patentable, patent applications, continuation applications, continuation-in-part -4- 5 applications, file wrapper continuation applications and divisional applications (collectively hereinafter referred to as the "Inventions"), made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the Term. (b) The Employee agrees that all Inventions shall be the sole property of the Company to the maximum extent permitted by applicable law and to the extent permitted by law shall be "works made for hire" as that term is defined in the United States Copyright Act (17 USCA, Section 101). The Company shall be the sole owner of all intellectual property rights, including but not limited to, patents, copyrights, trade secret rights, and other rights in connection therewith. The Employee hereby assigns to the Company all right, title and interest he may have or acquire in all Inventions. The Employee further agrees to assist the Company in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights on said Inventions in any and all countries. 8. Termination. The Employee's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances: (a) Death. The Employee's employment hereunder shall terminate upon his death. (b) Disability. If, as a result of the Employee's incapacity due to physical or mental illness, the Employee shall have been absent from his duties hereunder on a full time basis for 180 consecutive calendar days, and within thirty (30) days after written notice of termination is given (which may occur before or after the end of such 180 day period) shall not have returned to the performance of his duties hereunder on a full time basis, the Company may terminate the Employee's employment hereunder. (c) Cause. The Company may terminate the Employee's employment hereunder for Cause. For purposes of this Agreement, the Company shall have "Cause" to terminate the Employee's employment hereunder upon (A) the willful and continued failure by the Employee to substantially perform his duties hereunder (other than any such failure resulting from the Employee's incapacity due to physical or mental illness) after demand for substantial performance is delivered by the Company specifically identifying the manner in which the Company believes the Employee has not substantially performed his duties, or (B) the willful engaging by the Employee in misconduct which is materially injurious to the business or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Employee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for "Cause" unless and until there shall have been delivered to the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than a majority of the Members of the Board, excluding the Employee, finding that in the good faith opinion of the Board, the Employee was guilty of conduct set forth above in clause (A), (B), or (C) of the preceding sentence, and specifying the particulars thereof in detail. -5- 6 (d) Termination by the Employee. The Employee may terminate his employment hereunder for Good Reason. For purposes of this Agreement "Good Reason" shall mean (A) a change in control of the Company (as defined below), (B) a reduction in the Employee's base salary as it may have been increased from time to time, or any other failure by the Company to comply with Section 3 hereof, or (C) failure of the Company to obtain the assumption of the agreement to perform this Agreement by any successor as contemplated in Section 10 hereof. For purposes of this Agreement, a "change in control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 5(f) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, such a change in control shall be deemed to have occurred if (Y) any "person" (as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Company or any "person" who on the date hereof is a director or officer of the Company, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities, or (Z) during any period of two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election of each director who was not a director at the beginning of such period has been approved in advance by directors representing at least two-thirds of the directors then in office who were directors at the beginning of the period. (e) Notice of Termination. Any termination of the Employee's employment by the Company or by the Employee (other than termination pursuant to subsection (a) above) shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee's employment under the provision so indicated. (f) Date of Termination. "Date of Termination" shall mean (i) if the Employee's employment is terminated by his death, the date of his death, (ii) if the Employee's employment is terminated pursuant to subsection (b) above, thirty (30) days after Notice of Termination is given (provided that the Employee shall not have returned to the performance of his duties on a full-time basis daring such thirty (30) day period), (iii) if the Employee's employment is terminated pursuant to subsection (c) above, the date specified in the Notice of Termination, and (iv) if the Employee's employment is terminated for any other reason, the date an which a Notice of Termination is given; provided that if within thirty (30) after any Notice of Termination is given the party receiving such Notice of Termination notifies the other party that a dispute exists concerning the termination, the Date of Termination shall be the date on which the dispute is finally determined, either by mutual written agreement of the parties, by a binding and final arbitration award or by a final judgment order or decree of a court of competent jurisdiction (the time for appeal therefrom having expired and no appeal having been perfected). -6- 7 9. Compensation Upon Termination or During Disability. (a) If the Employee's employment shall be terminated by reason of his death, the Company shall pay to such Person as he shall designate in a notice filed with the Company, or, if no such person shall be designated, to his estate as a lump sum death benefit, his full Base Salary to the date of his death in addition to any payments the Employee's spouse, beneficiaries or estate may be entitled to receive pursuant to any pension or employee benefit plan or life insurance policy presently maintained by the Company, and such payments shall fully discharge the Company's obligations hereunder. (b) During any period that the Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (provided that the Employee shall have furnished the Company with a written statement from a qualified doctor to such effect and provided, further, that at the Company's request and expense the Employee shall submit to an examination by a doctor selected by the Company and such doctor shall have concurred in the conclusion of the Employee's doctor), the Employee shall continue to receive his full Base Salary and bonus payments until the Employee's employment is terminated pursuant to Section 8(b) hereof, or until the Employee terminates his employment pursuant to Section 8(d) hereof, whichever first occurs. After termination, the Employee shall be paid 100% of his Base Salary at the rate in effect at the time Notice of Termination is given for one year and thereafter an annual amount equal to 75% of such Base Salary for the remainder of the Term hereunder less, in each case, any disability payments otherwise payable by or pursuant to plans provided by the Company and actually paid to the Employee in substantially equal monthly installments. (c) If the Employee's employment shall be terminated for Cause, the Company shall pay the Employee his full Base Salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to the Employee under this Agreement. (d) If (A) in breach of this Agreement, the Company shall terminate the Employee's employment other than pursuant to Sections 8(b) or 8(c) hereof (it being understood that a purported termination pursuant to Section 8(b) or 8(c) hereof which is disputed and finally determined not to have been proper shall be a termination by the Company in breach of this Agreement) or (B) the Employee shall terminate his employment for Good Reason, then the Company shall pay as severance pay to the Employee on the fifth day following the Date of Termination, a lump sum amount equal to six months salary at the highest rate in effect during the twelve (12) months immediately preceding the Date of Termination. -7- 8 (e) Unless the Employee is terminated for Cause, the Company shall maintain in full force and effect, for the continued benefit of the Employee to the last day of the Term all employee benefit plans and programs in which the Employee was entitled to participate immediately prior to the Date of Termination provided that the Employee's continued participation is possible under the general terms and provisions of such plans and programs. In the event that the Employee's participation in any such plan or program is barred, the Company shall arrange to provide the Employee with benefits substantially similar to those which the Employee would otherwise have been entitled to receive under such plans and programs from which his continued participation is barred. (f) The Employee shall not be required to mitigate the amount of any payment provided for in this Section 9 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 9 be reduced by any compensation earned by the Employee as the result of employment by another Company after the Date of Termination, or otherwise. 10. Successors; Binding Agreement. (a) The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, by agreement in form and substance satisfactory to the Employee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Employee to compensation from the Company in the same amount and on the same terms as he would be entitled to hereunder if he terminated his employment for Good Reason, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination. As used in this Agreement, "Company" shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which executes and delivers the agreement provided for in this Section 10 or which otherwise becomes bound by all the terms and provisions of this Agreement by operation of law. (b) This Agreement and all rights of the Employee hereunder shall inure to the benefit of and be enforceable by the Employee's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Employee should die -8- 9 while any amounts would still be payable to him hereunder if he had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Employee's devisee, legatee, or other designee or, if there be no such designee, to the Employee's estate. 11. Notice. For purposes of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows: If to the Employee: Robert Rodriguez _____________________ _____________________ If to the Company: Dynacs Inc. 35111 U.S. Highway 19 North Suite 300 Palm Harbor, FL 34684 Attention: Corporate Secretary or to such other address as any party may have furnished to the others in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt. 12. Severability of Provisions. If any provision of this Agreement shall be declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable, and no provision shall be deemed dependent upon any other covenant or provision unless so expressed herein. 13. Entire Agreement; Modification. This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement which are not set forth herein. No modification of this Agreement shall be valid unless made in writing and signed by the parties hereto. -9- 10 14. Non-Waiver. The failure of any party to insist upon the strict performance of any of the terms, conditions and provisions of this Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or condition of this Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party. 15. Remedies for Breach. The Employee understands and agrees that any breach of Sections 4,5, 6 or 7 of this Agreement by the Employee would result in irreparable damage to the Company and to the Affiliates, and that monetary damages alone would not be adequate and, in the event of such breach, the Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief necessary to prevent or redress the violation of the Company's obligations under such Sections. 16. Governing Law. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of Florida without regard to such State's principles of conflict of laws. The parties irrevocably and unconditionally agree that the exclusive place of jurisdiction for any action, suit or proceeding ("Actions") relating to this Agreement shall be in the courts of the United States of America sitting in the State of Florida or, if such courts shall not have jurisdiction over the subject matter thereof, in the courts of the State of Florida sitting therein, and each such party hereby irrevocably and unconditionally agrees to submit to the jurisdiction of such courts for purposes of any such Actions. Each party irrevocably and unconditionally waives any objection it may have to the venue of any Action brought in such courts or to the convenience of the forum. Final judgment in any such Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment, a certified or true copy of which shall be conclusive evidence of the fact and the amount of any indebtedness or liability of any party therein described. 17. Headings; Construction. The headings of paragraphs are inserted for convenience and shall not affect any interpretation of this Agreement. The parties hereto agree that should an occasion arise in which interpretation of this Agreement becomes necessary, such construction or interpretation shall not presume that the terms hereof be more strictly construed against one party by reason of any rule of construction or authorship. 18. Counterparts. This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties. 19. Relationship of the Parties. Except as otherwise provided herein, no party shall have any right, power or authority to create any obligation, express or implied, on behalf of any other party. Nothing in this Agreement is intended to create or constitute a joint venture, partnership or revenue sharing arrangement between the parties hereto or persons referred to herein. -10- 11 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. By:___________________________ Name: Title: ______________________________ Ramendra P. Singh -11- 12 ANNEX "A" EMPLOYEES DUTIES Robert Rodriguez Chief Financial Officer - - Responsible for the design, installation and management of the Company's accounting and management information systems and such other duties consistent with the Employee's overall duties as may be presented by the President and Treasurer from time to time. - - Responsible for preparation of financial statements for internal and external uses, including public company filings. - - Responsible for investor relations. - - Coordinates the development of corporate and operating budgets. - - Accumulates and analyzes cost data, providing management with timely financial reporting. - - Provides management with information for specific issue resolution and special decisions. - - Consults with management concerning the meaning of accounting information. - - Responsible for the planning/administering, preparation and filing of corporate taxes and returns. - - Coordinates both Internal and Outside Audits. -12- EX-10.29 11 ex10-29.txt BUSINESS LOAN AGREEMENT 1 Exhibit 10.29 BUSINESS LOAN AGREEMENT (ASSET BASED)
PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS $4,000,000.00 07-07-2000 9100006714 4A 302 178 References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing ***** has been omitted due to text length limitations.
BORROWER: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO LENDER: FIRST NATIONAL BANK OF FLORIDA DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC MAIN OFFICE 35111 U S HIGHWAY 19 N #300 1150 CLEVELAND STREET PALM HARBOR, FL 34684 CLEARWATER, FL 33755 (727) 441-3447
=============================================================================== THIS BUSINESS LOAN AGREEMENT (ASSET BASED) DATED JULY 7, 2000, IS MADE AND EXECUTED BETWEEN DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC ("BORROWER") AND FIRST NATIONAL BANK OF FLORIDA ("LENDER") ON THE FOLLOWING TERMS AND CONDITIONS. BORROWER HAS RECEIVED PRIOR COMMERCIAL LOANS FROM LENDER OR HAS APPLIED TO LENDER FOR A COMMERCIAL LOAN OR LOANS OR OTHER FINANCIAL ACCOMMODATIONS, INCLUDING THOSE WHICH MAY BE DESCRIBED ON ANY EXHIBIT OR SCHEDULE ATTACHED TO THIS AGREEMENT ("LOAN"). BORROWER UNDERSTANDS AND AGREES THAT: (A) IN GRANTING, RENEWING, OR EXTENDING ANY LOAN, LENDER IS RELYING UPON BORROWER'S REPRESENTATIONS, WARRANTIES, AND AGREEMENTS AS SET FORTH IN THIS AGREEMENT, AND (B) ALL SUCH LOANS SHALL BE AND REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. TERM. This Agreement shall be effective as of July 7, 2000, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, in principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the parties may agree in writing to terminate this Agreement. LINE OF CREDIT. Lender agrees to make Advances to Borrower from time to time from the date of this Agreement to the Expiration Date, provided the aggregate amount of such Advances outstanding at any time does not exceed the Borrowing Base. Within the forgoing limits, Borrower may borrow, partially or wholly prepay, and reborrow under this Agreement as follows: CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make any Advance to or for the account of Borrower under this Agreement is subject to the following conditions precedent, with all documents, instruments, opinions, reports, and other items required under this Agreement to be in form and substance satisfactory to Lender: (1) Lender shall have received evidence that this Agreement and all Related Documents have been duly authorized, executed, and delivered by Borrower to Lender. (2) Lender shall have received such opinions of counsel, supplemental opinions, and documents as Lender may request. (3) The security interests in the Collateral shall have been duly authorized, created, and perfected with first lien priority and shall be in full force and effect. (4) All guaranties required by Lender for the credit facility(ies) shall have been executed by each Guarantor, delivered to Lender, and be in full force and effect. (5) Lender, at its option and for its sole benefit, shall have conducted an audit of Borrower's Accounts, books, records, and operations, and Lender shall be satisfied as to their condition. (6) Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. (7) There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement, and Borrower shall have delivered to Lender the compliance certificate called for in the paragraph below titled "Compliance Certificate." MAKING LOAN ADVANCES. Advances under this credit facility, as well as directions for payment from Borrower's accounts, may be requested orally or in writing by authorized persons. Lender may, but need not, require that all oral requests be confirmed in writing. Each Advance shall be conclusively deemed to have been made at the request of and for the benefit of Borrower (1) when credited to any deposit account of Borrower maintained with Lender or (2) when advanced in accordance with the instructions of an authorized person. Lender, at its option, may set a cutoff time, after which all requests for Advances will be treated as having been requested on the next succeeding Business Day. Under no circumstances shall Lender be required to make any Advance in an amount less than $10,000.00. MANDATORY LOAN REPAYMENTS. If at any time the aggregate principal amount of the outstanding Advances shall exceed the applicable Borrowing Base, Borrower, immediately upon written or oral notice from Lender, shall pay to Lender an amount equal to the difference between the outstanding principal balance of the Advances and the Borrowing Base. On the Expiration Date, Borrower shall pay to Lender in full the aggregate unpaid principal amount of all Advances then outstanding and all accrued unpaid interest, together with all other applicable fees, costs and charges, if any, not yet paid. LOAN ACCOUNT. Lender shall maintain on its books a record of account in which Lender shall make entries for each Advance and such other debits and credits as shall be appropriate in connection with the credit facility. Lender shall provide Borrower with periodic statements of Borrower's account, which statements shall be considered to be correct and conclusively binding on Borrower unless Borrower notifies Lender to the contrary within thirty (30) days after Borrower's receipt of any such statement which Borrower deems to be incorrect. COLLATERAL. To secure payment of the Primary Credit Facility and performance of all other Loan, obligations and duties owed by Borrower to Lender, Borrower (and others, if required) shall grant to Lender Security Interests in such property and assets as Lender may require. Lender's Security interests in the Collateral shall be continuing liens and shall include the proceeds and products of the Collateral, including without limitation the proceeds of any insurance. With respect to the Collateral, Borrower agrees and represents and warrants to Lender: PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute such financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's Security Interests in the Collateral. Upon request of Lender, Borrower will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Borrower will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. Contemporaneous with the execution of this Agreement, Borrower will execute one or more UCC financing statements and any similar statements as may be required by applicable law, and will file such financing statements and all such similar statements in the appropriate location or locations. Borrower hereby appoints Lender as its irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue any Security Interest. Lender may at any time, and without further authorization from Borrower, file a carbon, photograph, facsimile, or other reproduction of any financing statement for use as a financing statement. Borrower will reimburse Lender for all expenses for the perfection, termination, and the continuation of the perfection of Lender's security interest in the Collateral. Borrower promptly will notify Lender of any change in Borrower's name including any change to the assumed business names of Borrower. Borrower also promptly will notify Lender of any change in Borrower Social Security Number or Employer Identification Number. Borrower further agrees to notify Lender in writing prior to any change in address or location of Borrower's principal governance office or should Borrower merge or consolidate with any other entity. COLLATERAL RECORDS. Borrower does now, and at all times hereafter shall, keep correct and accurate records of the Collateral, all of which records shall be available to Lender or Lender's representative upon demand for inspection and copying at any reasonable time. With respect to the Accounts, Borrower agrees to keep and maintain such records as Lender may require, including without limitation information concerning Eligible Accounts and Account balances and agings. Records related to Accounts (Receivables) are or will be located at 35111 U S Highway 19 North #300, Palm Harbor, Fl 34684. The above is an accurate and complete list of all locations at which Borrower keeps or maintains business records concerning Borrower's collateral. COLLATERAL SCHEDULES. Concurrently with the execution and delivery of this Agreement, Borrower shall execute and deliver to Lender schedules of Accounts and schedules of Eligible Accounts in form and substance satisfactory to the Lender. Thereafter supplemental schedules shall be delivered according to the following schedule: REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS. With respect to the Accounts, Borrower represents and warrants to Lender: (1) Each Account represented by Borrower to be an Eligible Account for purposes of this Agreement conforms to the requirements of the definition of an Eligible Account; (2) All Account information listed on schedules delivered to Lender will be true and correct, subject to immaterial variance; and (3) Lender, its assigns, or agents shall have the right at any time and at Borrower's expense to inspect, examine, and audit Borrower's records and to confirm with Account Debtors the accuracy of such Accounts. CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the initial Advance and each subsequent Advance under this Agreement shall be subject to the fulfillment to Lender's satisfaction of all of the conditions set forth in this Agreement and in the Related Documents. LOAN DOCUMENTS. Borrower shall provide to Lender the following documents for the Loan: (1) the Note; (2) Security Agreements granting to Lender security interests in the Collateral; (3) financing statements perfecting Lender's Security Interests; (4) evidence of insurance as required below; (5) guaranties; (6) together with all such related Documents as Lender may require for the Loan; all in form and substance satisfactory 2 BUSINESS LOAN AGREEMENT (ASSET BASED) PAGE 2 (CONTINUED) ================================================================================ to Lender and Lender's counsel. BORROWER'S AUTHORIZATION. Borrower shall have provided in form and substance satisfactory to Lender properly certified resolutions, duly authorizing the execution and delivery of this Agreement, the Note and the Related Documents. In addition, Borrower shall have provided such other resolutions, authorizations, documents and instruments as Lender or its counsel, may require. Borrower shall have paid to Lender all fees, costs, and expenses specified in this Agreement and the Related Documents as are then due and payable. REPRESENTATIONS AND WARRANTIES. The representations and warranties set forth in this Agreement, in the Related Documents, and in any document or certificate delivered to Lender under this Agreement are true and correct. NO EVENT OF DEFAULT. There shall not exist at the time of any Advance a condition which would constitute an Event of Default under this Agreement or under any Related Document. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the date of this Agreement, as of the date of each disbursement of loan proceeds, as of the date of any renewal, extension or modification of any Loan, and at all times any indebtedness exists: ORGANIZATION. Borrower is a corporation for profit which is, and at all times shall be, duly organized, validly existing, and in good standing under and by virtue of the laws of the State of Delaware. Borrower is duly authorized to transact business in the State of Florida and all other states in which Borrower is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which Borrower is doing business. Specifically, Borrower is, and at all times shall be, duly qualified as a foreign corporation in all states in which the failure to so qualify would have a material adverse effect on its business or financial condition. Borrower has the full power and authority to own its properties and to transact the business in which it is presently engaged or presently proposes to engage. Borrower maintains an office at 35111 U S Highway 19 N #300, Palm Harbor, FL 34684. Unless Borrower has designated otherwise in writing, the principal office is the office at which Borrower keeps its books and records including its records concerning the Collateral. Borrower will notify Lender of any change in the location of Borrower's principal office. Borrower shall do all things necessary to preserve and to keep in full force and effect its existence, rights and privileges, and shall comply with all regulations, rules, ordinances, statutes, orders and decrees of any governmental or quasi-governmental authority or court applicable to Borrower and Borrower's business activities. ASSUMED BUSINESS NAMES. Borrower has filed or recorded all documents or filings required by law relating to all assumed business names used by Borrower. Excluding the name of Borrower, the following is a complete list of all assumed business names under which Borrower does business: DYNACS WORLDWIDE, INC. AUTHORIZATION. Borrower's execution, delivery, and performance of this Agreement and all the Related Documents have been duly authorized by all necessary action by Borrower and do not conflict with, result in a violation of, or constitute a default under (1) any provision of Borrower's articles of incorporation or organization, or bylaws, or any agreement or other instrument binding upon Borrower or (2) any law, governmental regulation, court decree, or order applicable to Borrower or to Borrower's properties. FINANCIAL INFORMATION. Each of Borrower's financial statements supplied to Lender truly and completely disclosed Borrower's financial condition as of the date of the statement, and there has been no material adverse change in Borrower's financial condition subsequent to the date of the most recent financial statement supplied to Lender. Borrower has no material contingent obligations except as disclosed in such financial statements. LEGAL EFFECT. This Agreement constitutes, and any instrument or agreement Borrower is required to give under this Agreement when delivered will constitute, legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms. HAZARDOUS SUBSTANCES. Except as disclosed to and acknowledged by Lender in writing, Borrower represents and warrants that: (1) During the period of Borrower's ownership of Borrower's Collateral, there has been no use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance by any person on, under, about or from any of the Collateral. (2) Borrower has no knowledge of, or reason to believe that there has been (a) any breach or violation of any Environmental Laws; (b) any use, generation, manufacture, storage, treatment, disposal, release or threatened release of any Hazardous Substance on, under, about or from the Collateral by any prior owners or occupants of any of the Collateral; or (c) any actual or threatened litigation or claims of any kind by any person relating to such matters. (3) Neither Borrower nor any tenant, contractor, agent or other authorized user of any of the Collateral shall use, generate, manufacture, store, treat, dispose of or release any Hazardous Substance on, under, about or from any of the Collateral; and any such activity shall be conducted in compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation all Environmental Laws. Borrower authorizes Lender and its agents to enter upon the Collateral to make such inspections and tests as Lender may deem appropriate to determine compliance of the Collateral with this section of the Agreement. Any inspections or tests made by Lender shall be at Borrower's expense and for Lender's purposes only and shall not be construed to create any responsibility or liability on the part of Lender to Borrower or to any other person. The representations and warranties contained herein are based on Borrower's due diligence in investigating the Collateral for hazardous waste and hazardous substances. Borrower hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Borrower becomes liable for cleanup or other costs under any such laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims, losses, liabilities, damages, penalties, and expenses which Lender may directly or indirectly sustain or suffer resulting from a breach of this section of the Agreement or as a consequence of any use, generation, manufacture, storage, disposal, release or threatened release of a hazardous waste or substance on the properties. The provisions of this section of the Agreement, including the obligation to indemnify, shall survive the payment of the Indebtedness and the termination, expiration or satisfaction of this Agreement and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. LITIGATION AND CLAIMS. No litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Borrower is pending or threatened, and no other event has occurred which may materially adversely affect Borrower's financial condition or properties, other than litigation, claims, or other events, if any, that have been disclosed to and acknowledged by Lender in writing. TAXES. To the best of Borrower's knowledge, all of Borrower's tax returns and reports that are or were required to be filed, have been filed, and all taxes, assessments and other governmental charges have been paid in full, except those presently being or to be contested by Borrower In good faith in the ordinary course of business and for which adequate reserves have been provided. INFORMATION. All information heretofore or contemporaneously herewith furnished by Borrower to Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all information hereafter furnished by or on behalf of Borrower to Lender will be, true and accurate in every material respect on the date as of which such information is dated or certified; and none of such information is or will be incomplete by omitting to state any material fact necessary to make such information not misleading. LIEN PRIORITY. Unless otherwise previously disclosed to Lender in writing, Borrower has not entered into or granted any Security Agreements, or permitted the filing or attachment of any Security Interests on or affecting any of the Collateral directly or indirectly securing repayment of Borrower's Loan and Note, that would be prior or that may in any way be superior to Lender's Security Interests and rights in and to such Collateral. BINDING EFFECT. This Agreement, the Note, all Security Agreements (if any), and all Related Documents are binding upon the signers thereof, as well as upon their successors, representatives and assigns, and are legally enforceable in accordance with their respective terms. AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long as this Agreement remains in effect, Borrower will: NOTICES OF CLAIMS AND LITIGATION. Promptly inform Lender in writing of (1) all material adverse changes in Borrower's financial condition, and (2) all existing and all threatened litigation, claims, investigations, administrative proceedings or similar actions affecting Borrower or any Guarantor which could materially affect the financial condition of Borrower or the financial condition of any Guarantor. FINANCIAL RECORDS. Maintain its books and records in accordance with GAAP, applied on a consistent basis, and permit Lender to examine and audit Borrower's books and records at all reasonable times. FINANCIAL STATEMENTS. Furnish Lender with the following: (1) ANNUAL STATEMENTS. As soon as available, but in no event later than ninety (90) days after the end of each fiscal year, Borrower's balance sheet and income statement for the year ended, reviewed by a certified public accountant satisfactory to Lender. (2) INTERIM STATEMENTS. As soon as available, but in no event later than thirty (30) days after the end of each fiscal quater, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower. (3) TAX RETURNS. As soon as available, but in no event later than sixty (60) days after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a certified public accountant satisfactory to Lender. All financial reports required to be provided under this Agreement shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Borrower as being true and correct. ADDITIONAL INFORMATION. Furnish such additional information and statements, as Lender may request from time to time. INSURANCE. Maintain fire and other risk insurance, public liability insurance, and such other insurance as Lender may require with respect to 3 BUSINESS LOAN AGREEMENT (ASSET BASED) PAGE 3 (CONTINUED) Borrower's properties and operations, in form, amounts, coverages and with insurance companies acceptable to Lender. Borrower, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days prior written notice to Lender. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Borrower or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest for the Loans, Borrower will provide Lender with such lender's loss payable or other endorsements as Lender may require. INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports on each existing insurance policy showing such information as Lender may reasonably request, including without limitation the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the properties Insured; (5) the then current property values on the basis of which insurance has been obtained, and the manner of determining those values; and (6) the expiration date of the policy. In addition, upon request of Lender (however not more often than annually), Borrower will have an independent appraiser satisfactory to Lender determine, as applicable, the actual cash value or replacement cost of any Collateral. The cost of such appraisal shall be paid by Borrower. OTHER AGREEMENTS. Comply with all terms and conditions of all other agreements, whether now or hereafter existing, between Borrower and any other party and notify Lender immediately in writing of any default in connection with any other such agreements. LOAN PROCEEDS. Use all Loan proceeds solely for Borrower's business operations, unless specifically consented to the contrary by Lender in writing. TAXES, CHARGES AND LIENS. Pay and discharge when due all of its indebtedness and obligations, including without limitation all assessments, taxes, governmental charges, levies and liens, of every kind and nature, imposed upon Borrower or its properties, income, or profits, prior to the date on which penalties would attach, and all lawful claims that, if unpaid, might become a lien or charge upon any of Borrower's properties, income, or profits. PERFORMANCE. Perform and comply, in a timely manner, with all terms, conditions, and provisions set forth in this Agreement, in the Related Documents, and in all other instruments and agreements between Borrower and Lender. Borrower shall notify Lender immediately in writing of any default in connection with any agreement OPERATIONS. Maintain executive and management personnel with substantially the same qualifications and experience as the present executive and management personnel; provide written notice to Lender of any change in executive and management personnel; conduct its business affairs in a reasonable and prudent manner. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Comply with all laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities applicable to the conduct of Borrower's properties, businesses and operations, and to the use or occupancy of the Collateral, including without limitation, the Americans With Disabilities Act. Borrower may contest in good faith any such law, ordinance, or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Borrower has notified Lender in writing prior to doing so and so long as, in Lender's sole opinion, Lender's interests in the Collateral are not jeopardized. Lender may require Borrower to post adequate security or a surety bond, reasonably satisfactory to Lender, to protect Lender's interest. INSPECTION. Permit employees or agents of Lender at any reasonable time to inspect any and all Collateral for the Loan or Loans and Borrower's other properties and to examine or audit Borrower's books, accounts, and records and to make copies and memoranda of Borrower's books, accounts, and records. If Borrower now or at any time hereafter maintains any records (including without limitation computer generated records and computer software programs for the generation of such records) in the possession of a third party, Borrower, upon request of Lender, shall notify such party to permit Lender free access to such records at all reasonable times and to provide Lender with copies of any records it may request, all at Borrower's expense. COMPLIANCE CERTIFICATES. Unless waived in writing by Lender, provide Lender within thirty (30) days after the end of each month and at the time of each disbursement of Loan proceeds, with a certificate executed by Borrower's chief financial officer, or other officer or person acceptable to Lender, certifying that the representations and warranties set forth in this Agreement are true and correct as of the date of the certificate and further certifying that, as of the date of the certificate, no Event of Default exists under this Agreement ENVIRONMENTAL COMPLIANCE AND REPORTS. Borrower shall comply in all respects with any and all Environmental Laws; not cause or permit to exist, as a result of an intentional or unintentional action or omission on Borrower's part or on the part of any third party, on property owned and/or occupied by Borrower, any environmental activity where damage may result to the environment, unless such environmental activity is pursuant to and in compliance with the conditions of a permit issued by the appropriate federal, state or local governmental authorities; shall furnish to Borrower promptly and in any event within thirty (30) days after receipt thereof a copy of any notice, summons, lien, citation, directive, letter or other communication from any governmental agency or instrumentality conceding any intentional or unintentional action or omission on Borrower's part in connection with any environmental activity whether or not there is damage to the environment and/or other natural resources. ADDITIONAL ASSURANCES. Make, execute and deliver to Lender such promissory notes, mortgages, deeds of trust, security agreements, assignments, financing statements, instruments, documents and other agreements as Lender or its attorneys may reasonably request to evidence and secure the Loans and to perfect all Security Interests. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Borrower fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Borrower's failure to discharge or pay when due any amounts Borrower is required to discharge or pay under this Agreement or any Related Documents, Lender on Borrower's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on any Collateral and paying all costs for insuring, maintaining and preserving any Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Borrower. All such expenses will become a part of the indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. Any Collateral also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that while this Agreement is in effect, Borrower shall not, without the prior written consent of Lender: INDEBTEDNESS AND LIENS. (1) Except for trade debt incurred in the normal course of business and indebtedness to Lender contemplated by this Agreement, create, incur or assume additional indebtedness for borrowed money, including capital leases in excess of the aggregate amount of $100,000.00, (2) sell, transfer, mortgage, assign, pledge, lease, grant a security interest in, or encumber any of Borrower's assets (except as allowed as Permitted Liens), or (3) sell with recourse any of Borrower's accounts, except to Lender. TRANSFER AND LIENS. Fail to continue to own all of Borrower's assets, except for routine transfers, use or depletion in the ordinary course of Borrower's business. Borrower agrees not to create or grant to any person, except Lender, any lien, security interest, encumbrance, cloud on title, mortgage, pledge or similar interest in any of Borrower's property, even in the ordinary course of Borrower's business. Borrower agrees not to sell, convey, grant, lease, give, contribute, assign, or otherwise transfer any of Borrower's assets, except for sales of inventory or leases of goods in the ordinary course of Borrower's business. CONTINUITY OF OPERATIONS. (1) Engage in any business activities substantially different than those in which Borrower is presently engaged, (2) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, change its name, dissolve or transfer or sell Collateral out of the ordinary course of business, or (3) pay any dividends on Borrower's stock (other than dividends payable in its stock), provided, however that notwithstanding the foregoing, but only so long as no Event of Default has occurred and is continuing or would result from the payment of dividends, if Borrower is a "Subchapter S Corporation" (as defined in the Internal Revenue Code of 1986, as amended), Borrower may pay cash dividends on its stock to its shareholders from time to time in amounts necessary to enable the shareholders to pay income taxes and make estimated income tax payments to satisfy their liabilities under federal and state law which arise solely from their status as Shareholders of a Subchapter S Corporation because of their ownership of shares of Borrower's stock, or purchase or retire any of Borrower's outstanding shares or alter or amend Borrower's capital structure. LOANS, ACQUISITIONS AND GUARANTIES. (1) Loan, invest in or advance money or assets, (2) purchase, create or acquire any interest in any other enterprise or entity, or (3) incur any obligation as surety or guarantor other than in the ordinary course of business. CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to Borrower, whether under this Agreement or under any other agreement, Lender shall have no obligation to make Loan Advances or to disburse Loan proceeds if: (1) Borrower or any Guarantor is in default under the terms of this Agreement or any of the Related Documents or any other agreement that Borrower or any Guarantor has with Lender; (2) Borrower or any Guarantor dies, becomes incompetent or becomes insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged a bankrupt; (3) there occurs a material adverse change in Borrower's financial condition, in the financial condition of any Guarantor, or in the value of any Collateral securing any Loan; of (4) any Guarantor seeks, claims or otherwise attempts to limit, modify or revoke such Guarantor's guaranty of the Loan or any other loan with Lender; or (5) Lender in good faith deems itself insecure, even though no Event of Default shall have occurred. 4 BUSINESS LOAN AGREEMENT (ASSET BASED) PAGE 4 (CONTINUED) ================================================================================ RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the indebtedness against any and all such accounts. DEFAULT. Each of the following shall constitute an Event of Default under this Agreement: PAYMENT DEFAULT. Borrower fails to make any payment when due under the Loan. OTHER DEFAULTS. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Agreement or in any of the Related Documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's or any Grantor's ability to repay the Loans or perform their respective obligations under this Agreement or any of the Related Documents. FALSE STATEMENTS. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Agreement, the Note, or the Related Documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. INSOLVENCY. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. DEFECTIVE COLLATERALIZATION. This Agreement or any of the Related Documents ceases to be in full force and effect (including failure of any collateral document to create a valid and perfected security interest or lien) at any time and for any reason. CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the Loan. This includes a gamishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect to any Guarantor of any of the Indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any Guaranty of the Indebtedness. ADVERSE CHANGE. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of the Loan is impaired. INSECURITY. Lender in good faith believes itself insecure. EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, except where otherwise provided in this Agreement or the Related Documents, all commitments and obligations of Lender under this Agreement or the Related Documents or any other agreement immediately will terminate (including any obligation to make further Loan Advances or disbursements), and, at Lender's option, all Indebtedness immediately will become due and payable, all without notice of any kind to Borrower, except that in the case of an Event of Default of the type described in the "Insolvency" subsection above, such acceleration shall be automatic and not optional. In addition, Borrower shall have all the rights and remedies provided in the Related Documents or available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of Lender's rights and remedies shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower or of any Grantor shall not affect Lender's right to declare a default and to exercise its rights and remedies. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: AMENDMENTS. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. ATTORNEYS' FEES; EXPENSES. Borrower agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Borrower also shall pay all court costs and such additional fees as may be directed by the court. CAPTION HEADINGS. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have about Borrower or about any other matter relating to the Loan, and Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation interests will be considered as the absolute owners of such interests in the Loan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender or against any purchaser of such a participation interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the Loan irrespective of the failure or insolvency of any holder of any interest in the Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims or defenses that Borrower may have against Lender. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Pinellas County, State of Florida. NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's, obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. NOTICES. Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Borrower agrees to keep Lender informed at all times of Borrower's current address. Unless otherwise provided or required by law, if there is more than one borrower, any notice given by Lender to any Borrower is deemed to be notice given to all Borrowers. SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of any provisions of this Agreement makes it appropriate, including without limitation any representation, warranty or covenant, the word "Borrower" as used in this Agreement shall include all of Borrower's subsidiaries and 5 BUSINESS LOAN AGREEMENT (ASSET BASED) PAGE 5 (CONTINUED) ================================================================================ affiliates. Notwithstanding the foregoing however, under no circumstances shall this Agreement be construed to require Lender to make any Loan or other financial accommodation to any of Borrower's subsidiaries or affiliates. SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on behalf of Borrower shall bind Borrower's successors and assigns and shall inure to the benefit of Lender, its successors and assigns. Borrower shall not, however, have the right to assign Borrower's rights under this Agreement or any interest therein, without the prior written consent of Lender. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. Borrower understands and agrees that in extending Loan Advances, Lender is relying on all representations, warranties, and covenants made by Borrower in this Agreement or in any certificate or other instrument delivered by Borrower to Lender under this Agreement or the Related Documents. Borrower further agrees that regardless of any investigation made by Lender, all such representations, warranties and covenants will survive the extension of Loan Advances and delivery to Lender of the Related Documents, shall be continuing in nature, shall be deemed made and redated by Borrower at the time each Loan Advance is made, and shall remain in full force and effect until such time as Borrower's Indebtedness shall be paid in full, or until this Agreement shall be terminated in the manner provided above, whichever is the last to occur. TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement. WAIVE JURY. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code. Accounting words and terms not otherwise defined in this Agreement shall have the meanings assigned to them in accordance with generally accepted accounting principles as in effect on the date of this Agreement: ACCOUNT. The word "Account" means a trade account, account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Borrower (or to a third party grantor acceptable to Lender). ADVANCE. The word "Advance" means a disbursement of Loan funds made, or to be made, to Borrower or on Borrower's behalf under the terms and conditions of this Agreement. AGREEMENT. The word "Agreement" means this Business Loan Agreement (Asset Based), as this Business Loan Agreement (Asset Based) may be amended or modified from time to time, together with all exhibits and schedules attached to this Business Loan Agreement (Asset Based) from time to time. BORROWER. The word "Borrower" means Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc, and all other persons and entities signing the Note in whatever capacity. BORROWING BASE. The words "Borrowing Base" mean, as determined by Lender from time to time, the lesser of (1) $4,000,000.00 or (2) 80.000% of the aggregate amount of Eligible Accounts (not to exceed in corresponding Loan amount based on Eligible Accounts $4,000,000.00). COLLATERAL. The word "Collateral" means all property and assets granted as collateral security for a Loan, whether real or personal property, whether granted directly or indirectly, whether granted now or in the future, and whether granted in the form of a security interest, mortgage, collateral mortgage, deed of trust, assignment, pledge, chattel mortgage, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien, charge, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever, whether created by law, contract, or otherwise. The word Collateral also includes without limitation all collateral described in the Collateral section of this Agreement. DEFAULT. The word "Default" means the Default set forth in this Agreement in the section titled "Default". ELIGIBLE ACCOUNTS. The words "Eligible Accounts" mean at any time, all of Borrower's Accounts which contain selling terms and conditions acceptable to Lender. The net amount of any Eligible Account against which Borrower may borrow shall exclude all returns, discounts, credits, and offsets of any nature. Unless otherwise agreed to by Lender in writing, Eligible Accounts do not include: (1) Accounts with respect to which the Account Debtor is employee or agent of Borrower. (2) Accounts with respect to which the Account Debtor is a subsidiary of, or affiliated with Borrowor or its shareholders, officers, or directors. (3) Accounts with respect to which goods are placed on consignment, guaranteed sale, or other terms by reason of which the payment by the Account Debtor may be conditional. (4) Accounts with respect to which Borrower is or may become liable to the Account Debtor for goods sold or services rendered by the Account Debtor to Borrower. (5) Accounts which are subject to dispute, counterclaim, or setoff. (6) Accounts with respect to which the goods have not been shipped or delivered, or the services have not been rendered, to the Account Debtor. (7) Accounts with respect to which Lender, in its sole discretion, deems the creditworthiness or financial condition of the Account Debtor to be unsatisfactory. (8) Accounts of any Account Debtor who has filed or has had filed against it a petition in bankruptcy or an application for relief under any provision of any state or federal bankruptcy, insolvency, or debtor-in-relief acts; or who has had appointed a trustee, custodian, or receiver for the assets of such Account Debtor; or who has made an assignment for the benefit of creditors or has become insolvent or fails generally to pay its debts (including its payrolls) as such debts become due. (9) Accounts which have not been paid in full within 90 DAYS from the invoice date. ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. EVENT OF DEFAULT. The words "Event of Default" mean any of the Events of Default set forth in this Agreement in the Default section of this Agreement. EXPIRATION DATE. The words "Expiration Date" mean the date of termination of Lender's commitment to lend under this Agreement. GAAP. The word "GAAP" means generally accepted accounting principles. GRANTOR. The word "Grantor" means each and all of the persons or entitles granting a Security Interest in any Collateral for the Loan, including without limitation all Borrowers granting such a Security Interest. GUARANTOR. The word "Guarantor" means any guarantor, surety, or accommodation party of any or all of the Loan. GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Borrower is responsible under this Agreement or under any of the Related Documents. IN ADDITION, AND WITHOUT LIMITATION, THE TERM "INDEBTEDNESS" INCLUDES ALL AMOUNTS IDENTIFIED IN THE REVOLVING LINE OF CREDIT AND FUTURE ADVANCES PARAGRAPHS AS CONTAINED IN ONE OR MORE OF THE RELATED DOCUMENTS. LENDER. The word "Lender" means First National Bank of Florida, its successors and assigns. LOAN. The word "Loan" means any and all loans and financial accommodations from lender to Borrower whether now or hereafter existing, and however evidenced, including without limitation those loans and financial accommodations described herein or described on any exhibit or schedule attached to this Agreement from time to time. NOTE. The word "Note" means the Note executed by Borrower in the principal amount of $4,000,000.00 dated July 7, 2000, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. PERMITTED LIENS. The words "Permitted Liens" mean (1) liens and security interests securing Indebtedness owed by Borrower to lender; (2) liens for taxes, assessments, or similar charges either not yet due or being contested in good faith; (3) liens of materialmen, mechanics, warehousemen, or carriers, or other like liens arising in the ordinary course of business and securing obligations which are not yet delinquent; (4) purchase money liens or purchase money security interests upon or in any property acquired or held by Borrower in the ordinary course of 6 BUSINESS LOAN AGREEMENT (ASSET BASED) PAGE 6 (CONTINUED) ================================================================================ business to secure indebtedness outstanding on the date of this Agreement or permitted to be incurred under the paragraph of this Agreement titled "Indebtedness and Liens"; (5) liens and security interests which, as of the date of this Agreement, have been disclosed to and approved by the Lender in writing; and (6) those liens and security interests which in the aggregate constitute an immaterial and insignificant monetary amount with respect to the net value of Borrower's assets. PRIMARY CREDIT FACILITY. The words "Primary Credit Facility" mean the credit facility described in the Line of Credit section of this Agreement. RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Loan. SECURITY AGREEMENT. The words "Security Agreement" mean and include without limitation any agreements, promises, covenants, arrangements, understandings or other agreements, whether created by law, contract, or otherwise, evidencing, governing, representing, or creating a Security Interest. SECURITY INTEREST. The words "Security Interest" mean, without limitation, any and all types of collateral security, present and future, whether in the form of a lien, charge, encumbrance, mortgage, deed of trust, security deed, assignment, pledge, crop pledge, chattel mortgage, collateral chattel mortgage, chattel trust, factor's lien, equipment trust, conditional sale, trust receipt, lien or title retention contract, lease or consignment intended as a security device, or any other security or lien interest whatsoever whether created by law, contract, or otherwise. BORROWER ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN AGREEMENT (ASSET BASED) AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN AGREEMENT (ASSET BASED) IS DATED JULY 7, 2000. BORROWER: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC BY: /S/ RAMENDRA P SINGH --------------------- RAMENDRA P SINGH, PRESIDENT OF DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC LENDER: FIRST NATIONAL BANK OF FLORIDA /s/ Trish Johnston ----------------------- AUTHORIZED SIGNER ================================================================================ (LASER PRO Lending, Reg. U.S. Pat & T.M. OFF., Ver 5.11.00 06 ( c ) 1997,2000 CFI ProServices, Inc. All Rights Reserved - FL L:\APPS\LPWIN\CFI\LPL\C40.FC TR-3446 PR-42) 7 STATE OF GEORGIA COUNTY OF CLAYTON Before me, the undersigned, a Notary Public in and for the State aforesaid, personally appeared Trish Johnston, Assistant Vice President of First National Bank of Florida ("Bank") and Ramendra P. Singh as President of Dynacs Inc., a Delaware Corporation ("Borrower"), who, being by me first duly sworn, stated: I. On the date hereof, the Borrower executed the foregoing attached Business Loan Agreement (the "Business Loan Agreement") in favor of Bank at Hartsfield International Airport in Clayton County, Georgia. II. The Borrower personally delivered the Business Loan Agreement to Bank and Bank accepted the Promissory Note on the date hereof at Hartsfield International Airport in Clayton County, Georgia. DATED this 7th day of July, 2000. DYNACS INC., a Delaware Corporation By: /s/ RAMENDRA P. SINGH --------------------------- Ramendra P. Singh, President FIRST NATIONAL BANK OF FLORIDA By: /s/ TRISH JOHNSTON --------------------------- Trish Johnston, Assistant Vice President Sworn to and subscribed before me on this 7th day of July, 2000. /s/ HOWARD E. TURNIPSEED - ------------------------ Notary Public Print Name: Howard E. Turnipseed State and County Aforesaid My Commission Expires: Notary Public, Clayton County, Georgia bank/1stnat/dynacs/noteack My Commission Expires March 8, 2003 EX-10.30 12 ex10-30.txt DEMAND PROMISSORY NOTE 1 Exhibit 10.30 PROMISSORY NOTE
- ------------------------------------------------------------------------------------------------------------------------ PRINCIPAL LOAN DATE MATURITY LOAN NO CALL COLLATERAL ACCOUNT OFFICER INITIALS $4,000,000.00 07-07-2000 9100006714 4A 302 178 - ------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. - ------------------------------------------------------------------------------------------------------------------------
BORROWER: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO LENDER: FIRST NATIONAL BANK OF FLORIDA DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC MAIN OFFICE 35111 U S HIGHWAY 19 N #300 1150 CLEVELAND STREET PALM HARBOR, FL 34684 CLEARWATER, FL 33755 (727) 441-3447 =========================================================================================================================
PRINCIPAL AMOUNT: $4,000,000.00 INITIAL RATE: 11.500% DATE OF NOTE: JULY 7, 2000
PROMISE TO PAY. DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC ("BORROWER") PROMISES TO PAY TO FIRST NATIONAL BANK OF FLORIDA ("LENDER"), OR ORDER, IN LAWFUL MONEY OF THE UNITED STATES OF AMERICA, ON DEMAND, THE PRINCIPAL AMOUNT OF FOUR MILLION & 00/100 DOLLARS ($4,000,000.00) OR SO MUCH AS MAY BE OUTSTANDING, TOGETHER WITH INTEREST ON THE UNPAID OUTSTANDING PRINCIPAL BALANCE OF EACH ADVANCE. INTEREST SHALL BE CALCULATED FROM THE DATE OF EACH ADVANCE UNTIL REPAYMENT OF EACH ADVANCE. THE INTEREST RATE WILL NOT INCREASE ABOVE 18.000%. PAYMENT. BORROWER WILL PAY THIS LOAN IMMEDIATELY UPON LENDER'S DEMAND. PAYMENT IN FULL IS DUE IMMEDIATELY UPON LENDER'S DEMAND. BORROWER WILL PAY REGULAR MONTHLY PAYMENTS OF ALL ACCRUED UNPAID INTEREST DUE AS OF EACH PAYMENT DATE, BEGINNING AUGUST 7, 2000, WITH ALL SUBSEQUENT INTEREST PAYMENTS TO BE DUE ON THE SAME DAY OF EACH MONTH AFTER THAT. UNLESS OTHERWISE AGREED OR REQUIRED BY APPLICABLE LAW, PAYMENTS WILL BE APPLIED FIRST TO ACCRUED UNPAID INTEREST, THEN TO PRINCIPAL, AND ANY REMAINING AMOUNT TO ANY UNPAID COLLECTION COSTS. THE ANNUAL INTEREST RATE FOR THIS NOTE IS COMPUTED ON A 365/360 BASIS; THAT IS, BY APPLYING THE RATIO OF THE ANNUAL INTEREST RATE OVER A YEAR OF 360 DAYS, MULTIPLIED BY THE OUTSTANDING PRINCIPAL BALANCE, MULTIPLIED BY THE ACTUAL NUMBER OF DAYS THE PRINCIPAL BALANCE IS OUTSTANDING. Borrower will pay Lender at Lender's address shown above or at such other place as Lender may designate in writing. VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time based on changes in an index which is Lender's Prime Rate (the "Index"). This is the rate Lender charges, or would charge, on 90-day unsecured loans to the most creditworthy corporate customers. This rate may or may not be the lowest rate available from Lender at any given time. Lender will tell Borrower the current index rate upon Borrower's request. The interest rate change will not occur more often than each day as the index changes. Borrower understands that Lender may make loans based on other rates as well. THE INDEX CURRENTLY IS 9.500% PER ANNUM. THE INTEREST RATE TO BE APPLIED TO THE UNPAID PRINCIPAL BALANCE OF THIS NOTE WILL BE AT A RATE OF 2.000 PERCENTAGE POINTS OVER THE INDEX, SUBJECT HOWEVER TO THE FOLLOWING MINIMUM AND MAXIMUM RATES, RESULTING IN AN INITIAL RATE OF 11.500% PER ANNUM. NOTWITHSTANDING THE FOREGOING, THE VARIABLE INTEREST RATE OR RATES PROVIDED FOR IN THIS NOTE WILL BE SUBJECT TO THE FOLLOWING MINIMUM AND MAXIMUM RATES. NOTICE: Under no circumstances will the effective rate of interest on this Note be less than 4.000% per annum or more than (except for any higher default rate shown below) the lesser of 18.000% per annum or the maximum rate allowed by applicable law. PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of this Note, Borrower understands that Lender is entitled to a MINIMUM INTEREST CHARGE OF $10.00. Other than Borrower's obligation to pay any minimum interest charge, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be mailed or delivered to: Customer Service Department, PO Box 11779 Naples, FL 34101-1779. LATE CHARGE. If a regularly scheduled interest payment is 10 days or more late Borrower will be charged 5.000% OF THE UNPAID PORTION OF THE REGULARLY SCHEDULED PAYMENT OR $100.00, WHICHEVER IS GREATER. If Lender demands payment of this loan, and Borrower does not pay the loan in full WITHIN 10 DAYS AFTER LENDER'S DEMAND, BORROWER ALSO WILL BE CHARGED EITHER 5.000% OF THE UNPAID PORTION OF THE SUM OF THE UNPAID PRINCIPAL PLUS ACCRUED UNPAID INTEREST OR $100.00, WHICHEVER IS GREATER. INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, Lender, at its option, may, if permitted under applicable law, increase the variable interest rate on this Note to 18.000% per annum, if and to the extent that the increase does not cause the interest rate to exceed the maximum rate permitted by applicable law. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: PAYMENT DEFAULT. Borrower fails to make any payment when due under this Note. OTHER DEFAULTS. Borrower fails to comply with or to perform any other term, obligation, covenant or condition contained in this Note or in any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any other agreement between Lender and Borrower. DEFAULT IN FAVOR OF THIRD PARTIES. Borrower or any Grantor defaults under any loan, extension of credit, security agreement, purchase or sales agreement, or any other agreement, in favor of any other creditor or person that may materially affect any of Borrower's property or Borrower's ability to repay this Note or perform Borrower's obligations under this Note or any of the related documents. FALSE STATEMENTS. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. INSOLVENCY. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. CREDITOR OR FORFEITURE PROCEEDINGS. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond for the dispute. EVENTS AFFECTING GUARANTOR. Any of the preceding events occurs with respect to any Guarantor of any of the indebtedness or any Guarantor dies or becomes incompetent, or revokes or disputes the validity of, or liability under, any guaranty of the indebtedness. ADVERSE CHANGE. A material adverse change occurs in Borrower's financial condition, or Lender believes the prospect of payment or performance of this Note is impaired. INSECURITY. Lender in good faith believes itself insecure. LENDER'S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance on this Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount. ATTORNEYS' FEES; EXPENSES. Lender may hire or pay someone else to help collect the loan if Borrower does not pay. Borrower also will pay Lender the amount of these costs and expenses, which includes, subject to any limits under applicable law, Lender's reasonable attorneys' fees and Lender's legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or junction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS NOTE HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA. CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender's request to submit to the jurisdiction of the courts of Pinellas County, State of Florida. RIGHT OF SETOFF. Borrower grants to Lender a contractual security interest in all Borrower's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open in the future. However, 2 PROMISSORY NOTE PAGE 2 (CONTINUED) ================================================================================ this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Borrower authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested either orally or in writing by Borrower or as provided in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following person currently is authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of his or her authority: RAMENDRA P SINGH. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's internal records, including daily computer print-outs. REST PERIOD. The line shall maintain a maximum $100.00 funded balance for thirty (30) consecutive days, or fluctuate at reasonable intervals and amounts during the term of the loan. COMPLIANCE AGREEMENT. An exhibit, titled "First National Bank of Florida Compliance Agreement," is attached to this Note and by this reference is made a part of this Note just as if all the provisions, terms and conditions of the Exhibit had been fully set forth in this Note. GENERAL PROVISIONS. This Note and is payable on demand. The inclusion of specific default provisions or rights of Lender shall not preclude Lender's right to declare payment of this Note on its demand. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (collectively referred to herein as "charge or collect"), any amount in the nature of interest or in the nature of a fee for this loan, which would in any way or event (including demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan than the maximum Lender would be permitted to charge or collect by federal law or the law of the State of Florida (as applicable). Any such excess interest or unauthorized fee shall, instead of anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal has been paid in full, be refunded to Borrower. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral; and take any other action deemed necessary by Lender without the consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other than the party with whom the modification is made. The obligations under this Note are joint and several. PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC BY: /S/ RAMENDRA P SINGH ----------------------------- RAMENDRA P SINGH, PRESIDENT OF DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC ================================================================================ (LASER PRO Lending, Reg. U.S. Pat. & T.M. OFF., Ver. 5.11.00 06 ( c ) 1997,2000 CFI ProServices, Inc. All Rights Reserved - FL L:\APPS\LPWIN\CFI\LPL\ D20.FC TR-3446 PR-42) 3 STATE OF GEORGIA COUNTY OF CLAYTON Before me, the undersigned, a Notary Public in and for the State aforesaid, personally appeared Trish Johnston, Assistant Vice President of First National Bank of Florida ("Bank") and Ramendra P. Singh as President of Dynacs Inc., a Delaware Corporation ("Borrower"), who, being by me first duly sworn, stated: I. On the date hereof, the Borrower executed the foregoing attached Promissory Note (the "Promissory Note") in favor of Bank at Hartsfield International Airport in Clayton County, Georgia. II. The Borrower personally delivered the Promissory Note to Bank and Bank accepted the Promissory Note on the date hereof at Hartsfield International Airport in Clayton County, Georgia. DATED this 7th day of July, 2000. DYNACS INC., a Delaware Corporation By: /s/ RAMENDRA P. SINGH --------------------------------- Ramendra P. Singh, President FIRST NATIONAL BANK OF FLORIDA By: /s/ TRISH JOHNSTON --------------------------------- Trish Johnston, Assistant Vice President Sworn to and subscribed before me on this 7th day of July, 2000. /s/ HOWARD E. TURNIPSEED - -------------------------------- Notary Public Print Name: Howard E. Turnipseed State and County Aforesaid My Commission Expires: Notary Public, Clayton County, Georgia My Commission Expires March 8, 2003 EX-10.31 13 ex10-31.txt COMMERCIAL SECURITY AGREEMENT 1 Exhibit 10.31 COMMERCIAL SECURITY AGREEMENT
- ------------------------------------------------------------------------------------------------------------------------ PRINCIPAL LOAN DATE MATURITY LOAN NO. CALL COLLATERAL ACCOUNT OFFICER INITIALS $4,000,000.00 07-07-2000 9100006714 4A 302 178 - ------------------------------------------------------------------------------------------------------------------------ References in the shaded area are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted due to text length limitations. - ------------------------------------------------------------------------------------------------------------------------
GRANTOR: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO LENDER: FIRST NATIONAL BANK OF FLORIDA DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC MAIN OFFICE 35111 U S HIGHWAY 19 N #300 1150 CLEVELAND STREET PALM HARBOR, FL 34684 CLEARWATER, FL 33755 (727) 441-3447 =========================================================================================================================
THIS COMMERCIAL SECURITY AGREEMENT dated July 7, 2000, is made and executed between Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc ("Grantor") and First National Bank of Florida ("Lender"). GRANT OF SECURITY INTEREST. For valuable consideration, Grantor grants to Lender a security interest in the Collateral to secure the Indebtedness and agrees that Lender shall have the rights stated in this agreement with respect to the Collateral, in addition to all other rights which Lender may have by law. COLLATERAL DESCRIPTION. The word "collateral" as used in this agreement means the following described property, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located, in which Grantor is giving to Lender a security interest for the payment of the Indebtedness and performance of all other obligations under the Note and this Agreement: ALL INVENTORY, CHATTEL PAPER, ACCOUNTS, EQUIPMENT AND GENERAL INTANGIBLES GOVERNMENT CONTRACT #NAS-88008 UNDER WHICH THE BORROWER IS A RECIPIENT OF MONETARY REMUNERATION GOVERNMENT CONTRACT #NAS9-194303 UNDER WHICH THE BORROWER IS A RECIPIENT OF MONETARY REMUNERATION GOVERNMENT CONTRACT #F29601-97-D-0034 UNDER WHICH THE BORROWER IS A RECIPIENT OF MONETARY REMUNERATION GOVERNMENT CONTRACT #F29601-96-D-0034 UNDER WHICH THE BORROWER IS A RECIPIENT OF MONETARY REMUNERATION GOVERNMENT CONTRACT #F29601-98-C-0208 UNDER WHICH THE BORROWER IS A RECIPIENT OF MONETARY REMUNERATION In addition, the word "Collateral" also includes all the following, whether now owned or hereafter acquired, whether now existing or hereafter arising, and wherever located: (A) All accessions, attachments, accessories, tools, parts, supplies, replacements and additions to any of the collateral described herein, whether added now or later. (B) All products and produce of any of the property described in this Collateral section. (C) All accounts, general intangibles, instruments, rents, monies, payments, and all other rights, arising out of a sale, lease, or other disposition of any of the property described in this Collateral section. (D) All proceeds (including insurance proceeds) from the sale, destruction, loss, or other disposition of any of the property described in this Collateral section, and sums due from a third party who has damaged or destroyed the Collateral or from that party's insurer, whether due to judgment, settlement or other process. (E) All records and data relating to any of the property described in this Collateral section, whether in the form of a writing, photograph, microfilm, microfiche, or electronic media, together with all of Grantor's right, title, and interest in and to all computer software required to utilize, create, maintain, and process any such records or data on electronic media. Despite any other provision of this Agreement, Lender is not granted, and will not have, a nonpurchase money security interest in household goods, to the extent such a security interest would be prohibited by applicable law. In addition, if because of the type of any Property, Lender is required to give a notice of the right to cancel under Truth in Lending for the Indebtedness, then Lender will not have a security interest in such Property unless and until such a notice is given. RIGHT OF SETOFF. Grantor grants to Lender a contractual security interest in all Grantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Grantor holds jointly with someone else and all accounts Grantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Grantor authorizes Lender, to the extent permitted by applicable law, to charge or setoff all sums owing on the Indebtedness against any and all such accounts. GRANTOR'S REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE COLLATERAL. With respect to the Collateral, Grantor represents and warrants to Lender that: PERFECTION OF SECURITY INTEREST. Grantor agrees to execute financing statements and to take whatever other actions are requested by Lender to perfect and continue Lender's security interest in the Collateral. Upon request of Lender, Grantor will deliver to Lender any and all of the documents evidencing or constituting the Collateral, and Grantor will note Lender's interest upon any and all chattel paper if not delivered to Lender for possession by Lender. THIS IS A CONTINUING SECURITY AGREEMENT AND WILL CONTINUE IN EFFECT EVEN THOUGH ALL OR ANY PART OF THE INDEBTEDNESS IS PAID IN FULL AND EVEN THOUGH FOR A PERIOD OF TIME GRANTOR MAY NOT BE INDEBTED TO LENDER. NOTICES TO LENDER. Grantor will notify Lender in writing at Lender's address shown above (or such other addresses as Lender may designate from time to time) prior to any (1) change in Grantor's name, (2) change in Grantor's assumed business name(s), (3) change in the management of Grantor, (4) change in the authorized signer(s), (5) change in Grantor's principal office address, (6) conversion of Grantor to a new or different type of business entity, or (7) change in any other aspect of Grantor that directly or indirectly relates to any agreements between Grantor and Lender. No change in Grantor's name will take effect until after Lender has been notified. NO VIOLATION. The execution and delivery of this Agreement will not violate any law or agreement governing Grantor or to which Grantor is a party, and its certificate or articles of incorporation and bylaws do not prohibit any term or condition of this Agreement. ENFORCEABILITY OF COLLATERAL. To the extent the Collateral consists of accounts, chattel paper, or general intangibles, as defined by the Uniform Commercial Code, the Collateral is enforceable in accordance with its terms, is genuine, and fully complies with all applicable laws and regulations concerning form, content and manner of preparation and execution, and all persons appearing to be obligated on the Collateral have authority and capacity to contract and are in fact obligated as they appear to be on the Collateral. At the time any Account becomes subject to a security interest in favor of Lender, the Account shall be a good and valid account representing an undisputed, bona fide indebtedness incurred by the account debtor, for merchandise held subject to delivery instructions or previously shipped or delivered pursuant to a contract of sale, or for services previously performed by Grantor with or for the account debtor. So long as this Agreement remains in effect, Grantor shall not, without Lender's prior written consent, compromise, settle, adjust, or extend payment under or with regard to any such Accounts. There shall be no setoffs or counterclaims against any of the Collateral, and no agreement shall have been made under which any deductions or discounts may be claimed concerning the Collateral except those disclosed to Lender in writing. LOCATION OF THE COLLATERAL. Except in the ordinary course of Grantor's business, Grantor agrees to keep the Collateral (or to the extent the Collateral consists of intangible property such as accounts or general intangibles, the records concerning the Collateral) at Grantor's address shown above or at such other locations as are acceptable to Lender. Upon Lender's request, Grantor will deliver to Lender in form satisfactory to Lender a schedule of real properties and Collateral locations relating to Grantor's operations, including without limitation the following: (1) all real property Grantor owns or is purchasing, (2) all real property Grantor is renting or leasing; (3) all storage facilities Grantor owns, rents, leases, or uses; and (4) all other properties where Collateral is or may be located. REMOVAL OF THE COLLATERAL. Except in the ordinary course of Grantor's business, including the sales of inventory, Grantor shall not remove the Collateral from its existing location without Lender's prior written consent. Grantor shall, whenever requested, advise Lender of the exact location of the Collateral. TRANSACTIONS INVOLVING COLLATERAL. Except for inventory sold or accounts collected in the ordinary course of Grantor's business, Grantor shall not sell, offer to sell, or otherwise transfer or dispose of the Collateral. While Grantor is not in default under this Agreement, Grantor may sell inventory, but only in the ordinary course of its business and only to buyers who qualify as a buyer in the ordinary course of business. A sale in the ordinary course of Grantor's business does not include a transfer in partial or total satisfaction of a debt or any bulk sale. Grantor shall not pledge, mortgage, encumber or otherwise permit the Collateral to be subject to any lien, security interest, encumbrance, or charge, other than the security interest provided for in this Agreement, without the prior written consent of Lender. This includes security interests even if junior in right to the security interests granted under this Agreement. Unless waived by Lender, all proceeds from any disposition of the Collateral (for whatever reason) shall be held in trust for Lender and shall not be commingled with any other funds; provided however, this requirement shall not constitute consent by Lender to any sale or other disposition. Upon receipt, Grantor shall immediately deliver any such proceeds to Lender. 2 COMMERCIAL SECURITY AGREEMENT PAGE 2 (CONTINUED) ================================================================================ TITLE. Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement. No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons. REPAIRS AND MAINTENANCE. Grantor agrees to keep and maintain, and to cause others to keep and maintain, the Collateral in good order, repair and condition at all times while this Agreement remains in effect. Grantor further agrees to pay when due all claims for work done on, or services rendered or material furnished in connection with the Collateral so that no lien or encumbrance may ever attach to or be filed against the Collateral. INSPECTION OF COLLATERAL. Lender and Lender's designated representatives and agents shall have the right at all reasonable times to examine and inspect the Collateral wherever located. TAXES, ASSESSMENTS AND LIENS. Grantor will pay when due all taxes, assessments and liens upon the Collateral, its use or operation, upon this Agreement, upon any promissory note or notes evidencing the Indebtedness, or upon any of the other Related Documents. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized in Lender's sole opinion. If the Collateral is subjected to a lien which is not discharged within fifteen (15) days, Grantor shall deposit with Lender cash, a sufficient corporate surety bond or other security satisfactory to Lender in an amount adequate to provide for the discharge of the lien plus any interest, costs, reasonable attorneys' fees or other charges that could accrue as a result of foreclosure or sale of the Collateral. In any contest Grantor shall defend itself and Lender and shall satisfy any final adverse judgment before enforcement against the Collateral. Grantor shall name Lender as an additional obligee under any surety bond furnished in the contest proceedings. Grantor further agrees to furnish Lender with evidence that such taxes, assessments, and governmental and other charges have been paid in full and in a timely manner. Grantor may withhold any such payment or may elect to contest any lien if Grantor is in good faith conducting an appropriate proceeding to contest the obligation to pay and so long as Lender's interest in the Collateral is not jeopardized. COMPLIANCE WITH GOVERNMENTAL REQUIREMENTS. Grantor shall comply promptly with all laws, ordinances, rules and regulations of all governmental authorities, now or hereafter in effect, applicable to the ownership, production, disposition, or use of the Collateral. Grantor may contest in good faith any such law, ordinance or regulation and withhold compliance during any proceeding, including appropriate appeals, so long as Lender's interest in the Collateral, in Lender's opinion, is not jeopardized. HAZARDOUS SUBSTANCES. Grantor represents and warrants that the Collateral never has been, and never will be so long as this Agreement remains a lien on the Collateral, used in violation of any Environmental Laws or for the generation, manufacture, storage, transportation, treatment, disposal, release or threatened release of any Hazardous Substance. The representations and warranties contained herein are based on Grantor's due diligence in investigating the Collateral for Hazardous Substances. Grantor hereby (1) releases and waives any future claims against Lender for indemnity or contribution in the event Grantor becomes liable for cleanup or other costs under any Environmental Laws, and (2) agrees to indemnify and hold harmless Lender against any and all claims and losses resulting from a breach of this provision of this Agreement. This obligation to indemnify shall survive the payment of the Indebtedness and the satisfaction of this Agreement. MAINTENANCE OF CASUALTY INSURANCE. Grantor shall procure and maintain all risks insurance, including without limitation fire, theft and liability coverage together with such other insurance as Lender may require with respect to the Collateral, in form, amounts, coverages and basis reasonably acceptable to Lender and issued by a company or companies reasonably acceptable to Lender. Grantor, upon request of Lender, will deliver to Lender from time to time the policies or certificates of insurance in form satisfactory to Lender, including stipulations that coverages will not be cancelled or diminished without at least ten (10) days' prior written notice to Lender and not including any disclaimer of the insurer's liability for failure to give such a notice. Each insurance policy also shall include an endorsement providing that coverage in favor of Lender will not be impaired in any way by any act, omission or default of Grantor or any other person. In connection with all policies covering assets in which Lender holds or is offered a security interest, Grantor will provide Lender with such loss payable or other endorsements as Lender may require. If Grantor at any time fails to obtain or maintain any insurance as required under this Agreement, Lender may (but shall not be obligated to) obtain such insurance as Lender deems appropriate, including if Lender so chooses "single interest insurance," which will cover only Lender's interest in the Collateral. APPLICATION OF INSURANCE PROCEEDS. Grantor shall promptly notify Lender of any loss or damage to the Collateral. Lender may make proof of loss if Grantor fails to do so within fifteen (15) days of the casualty. All proceeds of any insurance on the Collateral, including accrued proceeds thereon, shall be held by Lender as part of the Collateral. If Lender consents to repair or replacement of the damaged or destroyed Collateral, Lender shall, upon satisfactory proof of expenditure, pay or reimburse Grantor from the proceeds for the reasonable cost of repair or restoration. If Lender does not consent to repair or replacement of the Collateral, Lender shall retain a sufficient amount of the proceeds to pay all of the Indebtedness, and shall pay the balance to Grantor. Any proceeds which have not been disbursed within six (6) months after their receipt and which Grantor has not committed to the repair or restoration of the Collateral shall be used to prepay the Indebtedness. INSURANCE RESERVES. Lender may require Grantor to maintain with Lender reserves for payment of insurance premiums, which reserves shall be created by monthly payments from Grantor of a sum estimated by Lender to be sufficient to produce, at least fifteen (15) days before the premium due date, amounts at least equal to the insurance premiums to be paid. If fifteen (15) days before payment is due, the reserve funds are insufficient, Grantor shall upon demand pay any deficiency to Lender. The reserve funds shall be held by Lender as a general deposit and shall constitute a non-interest-bearing account which Lender may satisfy by payment of the insurance premiums required to be paid by Grantor as they become due. Lender does not hold the reserve funds in trust for Grantor, and Lender is not the agent of Grantor for payment of the insurance premiums required to be paid by Grantor. The responsibility for the payment of premiums shall remain Grantor's sole responsibility. INSURANCE REPORTS. Grantor, upon request of Lender, shall furnish to Lender reports on each existing policy of insurance showing such information as Lender may reasonably request including the following: (1) the name of the insurer; (2) the risks insured; (3) the amount of the policy; (4) the property insured; (5) the then current value on the basis of which insurance has been obtained and the manner of determining that value; and (6) the expiration date of the policy. In addition, Grantor shall upon request by Lender (however not more often than annually) have an independent appraiser satisfactory to Lender determine, as applicable, the cash value or replacement cost of the Collateral. GRANTOR'S RIGHT TO POSSESSION AND TO COLLECT ACCOUNTS. Until default and except as otherwise provided below with respect to accounts, Grantor may have possession of the tangible personal property and beneficial use of all the Collateral and may use it in any lawful manner not inconsistent with this Agreement or the Related Documents, provided that Grantor's right to possession and beneficial use shall not apply to any Collateral where possession of the Collateral by Lender is required by law to perfect Lender's security interest in such Collateral. Until otherwise notified by Lender, Grantor may collect any of the Collateral consisting of accounts. At any time and even though no Default exists, Lender may exercise its rights to collect the accounts and to notify account debtors to make payments directly to Lender for application to the Indebtedness. If Lender at any time has possession of any Collateral, whether before or after Default, Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral if Lender takes such action for that purpose as Grantor shall request or as Lender, in Lender's sole discretion, shall deem appropriate under the circumstances, but failure to honor any request by Grantor shall not of itself be deemed to be a failure to exercise reasonable care. Lender shall not be required to take any steps necessary to preserve any rights in the Collateral against prior parties, nor to protect, preserve or maintain any security interest given to secure the Indebtedness. LENDER'S EXPENDITURES. If any action or proceeding is commenced that would materially affect Lender's interest in the Collateral or if Grantor fails to comply with any provision of this Agreement or any Related Documents, including but not limited to Grantor's failure to discharge or pay when due any amounts Grantor is required to discharge or pay under this Agreement or any Related Documents, Lender on Grantor's behalf may (but shall not be obligated to) take any action that Lender deems appropriate, including but not limited to discharging or paying all taxes, liens, security interests, encumbrances and other claims, at any time levied or placed on the Collateral and paying all costs for insuring, maintaining and preserving the Collateral. All such expenditures incurred or paid by Lender for such purposes will then bear interest at the rate charged under the Note from the date incurred or paid by Lender to the date of repayment by Grantor. All such expenses will become a part of the Indebtedness and, at Lender's option, will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned among and be payable with any installment payments to become due during either (1) the term of any applicable insurance policy; or (2) the remaining term of the Note; or (C) be treated as a balloon payment which will be due and payable at the Note's maturity. The Collateral also will secure payment of these amounts. Such right shall be in addition to all other rights and remedies to which Lender may be entitled upon Default. DEFAULT. Default will occur if payment in full is not made immediately when due. RIGHTS AND REMEDIES ON DEFAULT. If Default occurs under this Agreement, at any time thereafter, Lender shall have all the rights of a secured party under the Florida Uniform Commercial Code. In addition and without limitation, Lender may exercise any one or more of the following rights and remedies: ACCELERATE INDEBTEDNESS. With respect to each obligation constituting the Indebtedness as to which Default has occurred, Lender may declare the entire unpaid principal balance on and all accrued unpaid interest on such obligation or obligations (including, without limitation, the Note) immediately due and payable unless notice and an opportunity to cure is required by Section 425.105, Wis. Stats., and in that event, all amounts due under this Agreement shall become payable if such default is not cured, as provided by that statute, within fifteen (15) calendar days after Lender has mailed such notice. ASSEMBLE COLLATERAL. Lender may require Grantor to deliver to Lender all or any portion of the Collateral and any and all certificates of title and 3 COMMERCIAL SECURITY AGREEMENT PAGE 3 (CONTINUED) =============================================================================== other documents relating to the Collateral. Lender may require Grantor to assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender also shall have full power to enter upon the property of Grantor to take possession of and remove the Collateral. If the Collateral contains other goods not covered by this Agreement at the time of repossession, Grantor agrees Lender may take such other goods, provided that Lender makes reasonable efforts to return them to Grantor after repossession. SELL THE COLLATERAL. Lender shall have full power to sell, lease, transfer, or otherwise deal with the Collateral or proceeds thereof in Lender's own name or that of Grantor. Lender may sell the Collateral at public auction or private sale. Unless the Collateral threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will give Grantor reasonable notice of the time after which any private sale or any other intended disposition of the Collateral is to be made. The requirements of reasonable notice shall be met if such notice is given at least fifteen (15) days before the time of the sale or disposition. All expenses relating to the disposition of the Collateral, including without limitation the expenses of retaking, holding, insuring, preparing for sale and selling the Collateral, shall become a part of the indebtedness secured by this Agreement and shall be payable on demand, with interest at the Note rate from date of expenditure until repaid. APPOINT RECEIVER. In the event of a suit being instituted to foreclose this Agreement, Lender shall be entitled to apply at any time pending such foreclosure suit to the court having jurisdiction thereof for the appointment of a receiver of any or all of the Collateral, and of all rents, incomes, profits, issues and revenues thereof, from whatsoever source. The parties agree that the court shall forthwith appoint such receiver with the usual powers and duties of receivers in like cases. Such appointment shall be made by the court as a matter of strict right to Lender and without notice to Grantor, and without reference to the adequacy or inadequacy of the value of the Collateral, or to Grantor's solvency or any other party defendant to such suit. Grantor hereby specifically waives the right to object to the appointment of a receiver and agrees that such appointment shall be made as an admitted equity and as a matter of absolute right to Lender, and consents to the appointment of any officer or employee of Lender as receiver. Lender shall have the right to have a receiver appointed to take possession of all or any part of the Collateral, with the power to protect and preserve the Collateral, to operate the Collateral preceding foreclosure or sale, and to collect the Rents from the Collateral and apply the proceeds, over and above the cost of the receivership, against the indebtedness. The receiver may serve without bond if permitted by law. Lender's right to the appointment of a receiver shall exist whether or not the apparent value of the Collateral exceeds the indebtedness by a substantial amount. Employment by Lender shall not disqualify a person from serving as a receiver. COLLECT REVENUES, APPLY ACCOUNTS. Lender, either itself or through a receiver, may collect the payments, rents, income, and revenues from the Collateral. Lender may at any time in Lender's discretion transfer any Collateral into Lender's own name or that of Lender's nominee and receive the payments, rents, income, and revenue therefrom and hold the same as security for the indebtedness or apply it to payment of the indebtedness in such order of preference as Lender may determine. Insofar as the Collateral consists of accounts, general intangibles, insurance policies, instruments, chattel paper, choses in action, or similar property, Lender may demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize on the Collateral as Lender may determine, whether or not indebtedness or Collateral is then due. For these purposes, Lender may, on behalf of and in the name of Grantor, receive, open and dispose of mail addressed to Grantor; change any address to which mail and payments are to be sent; and endorse notes, checks, drafts, money orders, documents of title, instruments and items pertaining to payment, shipment, or storage of any Collateral. To facilitate collection, Lender may notify account debtors and obligors on any Collateral to make payments directly to Lender. OBTAIN DEFICIENCY. If Lender chooses to sell any or all of the Collateral, Lender may obtain a judgment against Grantor for any deficiency remaining on the indebtedness due to Lender after application of all amounts received from the exercise of the rights provided in this Agreement. Grantor shall be liable for a deficiency even if the transaction described in this subsection is a sale of accounts or chattel paper. OTHER RIGHTS AND REMEDIES. Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise. ELECTION OF REMEDIES. Except as may be prohibited by applicable law, all of Lender's rights and remedies, whether evidenced by this Agreement, the Related Documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Lender to pursue any remedy will not bar any other remedy, and an election to make expenditures or to take action to perform an obligation of Grantor under this Agreement, after Grantor's failure to perform, shall not affect Lender's right to declare a default and exercise its remedies. ADDITIONAL COLLATERAL DESCRIPTION. Collateral Specifically excludes assets encumbered by Granite Financial Inc under a UCC Filing #99000226946. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Agreement: AMENDMENTS. This Agreement, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement. No alteration of or amendment to this Agreement shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. ATTORNEYS' FEES; EXPENSES. Grantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Agreement. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Grantor also shall pay all court costs and such additional fees as may be directed by the court. CAPTION HEADINGS. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement. GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND LAWS OF THE STATE OF FLORIDA. THIS AGREEMENT HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA. CHOICE OF VENUE. If there is a lawsuit, Grantor agrees upon Lender's request to submit to the jurisdiction of the courts of Pinellas County, State of Florida. NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Grantor, shall constitute a waiver of any of Lender's rights or of any of Grantor's obligations as to any future transactions. Whenever the consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. NOTICES: Any notice required to be given under this Agreement shall be given in writing, and shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Agreement. Any party may change its address for notices under this Agreement by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Grantor agrees to keep Lender informed at all times of Grantor's current address. Unless otherwise provided or required by law, if there is more than one Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. POWER OF ATTORNEY. Grantor hereby appoints Lender as Grantor's irrevocable attorney-in-fact for the purpose of executing any documents necessary to perfect or to continue the security interest granted in this Agreement. Lender may at any time, and without further authorization from Grantor, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Grantor will reimburse Lender for all expenses for the perfection and the continuation of the perfection of Lender's security interest in the Collateral. SEVERABILITY. If a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be considered modified so that it becomes legal, valid and enforceable. If the offending provision cannot be so modified, it shall be considered deleted from this Agreement. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement shall not affect the legality, validity or enforceability of any other provision of this Agreement. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Agreement on transfer of Grantor's interest, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. If ownership of the Collateral becomes vested in a person other than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with reference to this Agreement and the indebtedness by way of forbearance or extension without releasing Grantor from the obligations of this Agreement or liability under the indebtedness. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations, warranties, and agreements made by Grantor in this Agreement shall survive the execution and delivery of this Agreement, shall be continuing in nature, and shall remain in full force and effect until such time as Grantor's indebtedness shall be paid in full. 4 COMMERCIAL SECURITY AGREEMENT PAGE 4 (CONTINUED) ================================================================================ TIME IS OF THE ESSENCE. Time is of the essence in the performance of this Agreement. WAIVE JURY. All parties to this Agreement hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by any party against any other party. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Agreement. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this Agreement shall have the meanings attributed to such terms in the Uniform Commercial Code: ACCOUNT. The word "Account" means a trade account, account receivable, other receivable, or other right to payment for goods sold or services rendered owing to Grantor (or to a third party grantor acceptable to Lender). AGREEMENT. The word "Agreement" means this Commercial Security Agreement, as this Commercial Security Agreement may be amended or modified from time to time, together with all exhibits and schedules attached to this Commercial Security Agreement from time to time. BORROWER. The word "Borrower" means Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc, and all other persons and entities signing the Note in whatever capacity. COLLATERAL. The word "Collateral" means all of Grantor's right, title and interest in and to all the Collateral as described in the Collateral Description section of this Agreement. DEFAULT. The word "Default" means the Default set forth in this Agreement in the section titled "Default". ENVIRONMENTAL LAWS. The words "Environmental Laws" mean any and all state, federal and local statutes, regulations and ordinances relating to the protection of human health or the environment, including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), the Superfund Amendments and Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other applicable state or federal laws, rules, or regulations adopted pursuant thereto. GRANTOR. The word "Grantor" means Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc. HAZARDOUS SUBSTANCES. The words "Hazardous Substances" mean materials that, because of their quantity, concentration or physical, chemical or infectious characteristics, may cause or pose a present or potential hazard to human health or the environment when improperly used, treated, stored, disposed of, generated, manufactured, transported or otherwise handled. The words "Hazardous Substances" are used in their very broadest sense and include without limitation any and all hazardous or toxic substances, materials or waste as defined by or listed under the Environmental Laws. The term "Hazardous Substances" also includes, without limitation, petroleum and petroleum by-products or any fraction thereof and asbestos. INDEBTEDNESS. The word "Indebtedness" means the indebtedness evidenced by the Note or Related Documents, including all principal and interest together with all other indebtedness and costs and expenses for which Grantor is responsible under this Agreement or under any of the Related Documents. IN ADDITION, AND WITHOUT LIMITATION, THE TERM "INDEBTEDNESS" INCLUDES ALL AMOUNTS IDENTIFIED IN THE REVOLVING LINE OF CREDIT AND FUTURE ADVANCES PARAGRAPHS AS CONTAINED IN ONE OR MORE OF THE RELATED DOCUMENTS. LENDER. The word "Lender" means First National Bank of Florida, its successors and assigns. NOTE. The word "Note" means the Note executed by Grantor in the principal amount of $4,000,000.00 dated July 7, 2000, together with all renewals of, extensions of, modifications of, refinancings of, consolidations of, and substitutions for the note or credit agreement. RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the Indebtedness. GRANTOR HAS READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS COMMERCIAL SECURITY AGREEMENT AND AGREES TO ITS TERMS. THIS AGREEMENT IS DATED JULY 7, 2000. GRANTOR: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC By: /s/ RP SINGH ----------------------------------------------------- Ramendra P Singh, President of Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc ================================================================================ 5 STATE OF GEORGIA COUNTY OF CLAYTON Before me, the undersigned, a Notary Public in and for the State aforesaid, personally appeared Trish Johnston, Assistant Vice President of First National Bank of Florida ("Bank") and Ramendra P. Singh as President of Dynacs Inc., a Delaware Corporation ("Borrower"), who, being by me first duly sworn, stated: I. On the date hereof, the Borrower executed the foregoing attached Commercial Security Agreement (the "Security Agreement") in favor of Bank at Hartsfield International Airport in Clayton County, Georgia. II. The Borrower personally delivered the Security Agreement to Bank and Bank accepted the Promissory Note on the date hereof at Hartsfield International Airport in Clayton County, Georgia. DATED this 7th day of July, 2000. DYNACS INC., a Delaware Corporation By: /s/ RP SINGH ----------------------------- Ramendra P. Singh, President FIRST NATIONAL BANK OF FLORIDA By: /s/ TRISH JOHNSTON ------------------------------ Trish Johnston, Assistant Vice President Sworn to and subscribed before me on this 7th day of July, 2000. /s/ HOWARD E. TURNIPSEED - ----------------------------------- Notary Public Print Name: Howard E. Turnipseed ------------------------ State and County Aforesaid My Commission Expires: Notary Public, Clayton County, Georgia My Commission Expires March 8, 2003 EX-10.32 14 ex10-32.txt COMMERCIAL GUARANTY 1 Exhibit 10.32 COMMERCIAL GUARANTY
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BORROWER: DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO LENDER: FIRST NATIONAL BANK OF FLORIDA DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC MAIN OFFICE 35111 U S HIGHWAY 19 N #300 1150 CLEVELAND STREET PALM HARBOR, FL 34684 CLEARWATER, FL 33755 (727) 441-3447 GUARANTOR: RAMENDRA P SINGH 118 HARBOR DR PALM HARBOR, FL 34683
================================================================================ AMOUNT OF GUARANTY. THE AMOUNT OF THIS GUARANTY IS UNLIMITED. CONTINUING UNLIMITED GUARANTY. FOR GOOD AND VALUABLE CONSIDERATION, RAMENDRA P SINGH ("GUARANTOR") ABSOLUTELY AND UNCONDITIONALLY GUARANTEES AND PROMISES TO PAY TO FIRST NATIONAL BANK OF FLORIDA ("LENDER") OR ITS ORDER, ON DEMAND, IN LEGAL TENDER OF THE UNITED STATES OF AMERICA, THE INDEBTEDNESS (AS THAT TERM IS DEFINED BELOW) OF DYNACS INC, A DELAWARE CORPORATION, AUTHORIZED TO DO BUSINESS IN FLORIDA AS DYNACS WORLDWIDE, INC ("BORROWER") TO LENDER ON THE TERMS AND CONDITIONS SET FORTH IN THIS GUARANTY. UNDER THIS GUARANTY, THE LIABILITY OF GUARANTOR IS UNLIMITED AND THE OBLIGATIONS OF GUARANTOR ARE CONTINUING. INDEBTEDNESS GUARANTEED. The indebtedness guaranteed by this Guaranty includes any and all of Borrower indebtedness to Lender and is used in the most comprehensive sense and means and includes any and all of Borrower's liabilities, obligations and debts to Lender, now existing or hereinafter incurred or created, including, without limitation, all loans, advances, interest, costs, debts, overdraft indebtedness, credit card indebtedness, lease obligations, other obligations, and liabilities of Borrower, or any of them, and any present or future judgments against Borrower, or any of them; and whether any such indebtedness is voluntarily or involuntarily incurred, due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined; whether Borrower may be liable individually or jointly with others, or primarily or secondarily, or as guarantor or surety; whether recovery on the indebtedness may be or may become barred or unenforceable against Borrower for any reason whatsoever; and whether the indebtedness arises from transactions which may be voidable on account of infancy, insanity, ultra vires, or otherwise. DURATION OF GUARANTY. This Guaranty will take effect when received by Lender without the necessity of any acceptance by Lender, or any notice to Guarantor or to Borrower, and will continue in full force until all indebtedness incurred or contracted before receipt by Lender of any notice of revocation shall have been fully and finally paid and satisfied and all Guarantor's other obligations under this Guaranty shall have been performed in full. If Guarantor elects to revoke this Guaranty, Guarantor may only do so in writing. Guarantor's written notice of revocation must be mailed to Lender, by certified mail, at Lender's address listed above or such other place as Lender may designate in writing. Written revocation of this Guaranty will apply only to advances or new indebtedness created after actual receipt by Lender of Guarantor's written revocation. For this purpose and without limitation, the term "new indebtedness" does not include indebtedness which at the time of notice of revocation is contingent, unliquidated, undetermined or not due and which later becomes absolute, liquidated, determined or due. This Guaranty will continue to bind Guarantor for all indebtedness incurred by Borrower or committed by Lender prior to receipt of Guarantor's written notice of revocation, including any extensions, renewals, substitutions or modifications of the indebtedness. All renewals, extensions, substitutions, and modifications of the indebtedness granted after Guarantor's revocation, are contemplated under this Guaranty and, specifically will not be considered to be new indebtedness. This Guaranty shall bind Guarantor's estate as to indebtedness created both before and after Guarantor's death or incapacity, regardless of Lender's actual notice of Guarantor's death. Subject to the foregoing, Guarantor's executor or administrator or other legal representative may terminate this Guaranty in the same manner in which Guarantor might have terminated it and with the same effect. Release of any other guarantor or termination of any other guaranty of the indebtedness shall not affect the liability of Guarantor under this Guaranty. A revocation Lender receives from any one or more Guarantors shall not affect the liability of any remaining Guarantors under this Guaranty. IT IS ANTICIPATED THAT FLUCTUATIONS MAY OCCUR IN THE AGGREGATE AMOUNT OF INDEBTEDNESS COVERED BY THIS GUARANTY, AND GUARANTOR SPECIFICALLY ACKNOWLEDGES AND AGREES THAT REDUCTIONS IN THE AMOUNT OF INDEBTEDNESS, EVEN TO ZERO DOLLARS ($0.00), PRIOR TO GUARANTOR'S WRITTEN REVOCATION OF THIS GUARANTY SHALL NOT CONSTITUTE A TERMINATION OF THIS GUARANTY. THIS GUARANTY IS BINDING UPON GUARANTOR AND GUARANTOR'S HEIRS, SUCCESSORS AND ASSIGNS SO LONG AS ANY OF THE GUARANTEED INDEBTEDNESS REMAINS UNPAID AND EVEN THOUGH THE INDEBTEDNESS GUARANTEED MAY FROM TIME TO TIME BE ZERO DOLLARS ($0.00). GUARANTOR'S AUTHORIZATION TO LENDER. Guarantor authorizes Lender, either before or after any revocation hereof, WITHOUT NOTICE OR DEMAND AND WITHOUT LESSENING GUARANTOR'S LIABILITY UNDER THIS GUARANTY, FROM TIME TO TIME: (A) prior to revocation as set forth above, to make one or more additional secured or unsecured loans to Borrower, to lease equipment or other goods to Borrower, or otherwise to extend additional credit to Borrower; (B) to alter, compromise, renew, extend, accelerate, or otherwise change one or more times the time for payment or other terms of the indebtedness or any part of the indebtedness, including increases and decreases of the rate of interest on the indebtedness; extensions may be repeated and may be for longer than the original loan term; (C) to take and hold security for the payment of this Guaranty or the indebtedness, and exchange, enforce, waive, subordinate, fail or decide not to perfect, and release any such security, with or without the substitution of new collateral; (D) to release, substitute, agree not to sue, or deal with any one or more of Borrower's sureties, endorsers, or other guarantors on any terms or in any manner Lender may choose; (E) to determine how, when and what application of payments and credits shall be made on the indebtedness (F) to apply such security and direct the order or manner of sale thereof, including without limitation, any nonjudicial sale permitted by the terms of the controlling security agreement or deed of trust, as Lender in its discretion may determine; (G) to sell, transfer, assign or grant participations in all or any part of the indebtedness; and (H) to assign or transfer this Guaranty in whole or in part. GUARANTOR'S REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants to Lender that (A) no representations or agreements of any kind have been made to Guarantor which would limit or qualify in any way the terms of this Guaranty; (B) this Guaranty is executed at Borrower's request and not at the request of Lender; (C) Guarantor has full power, right and authority to enter into this Guaranty; (D) the provisions of this Guaranty do not conflict with or result in a default under any agreement or other instrument binding upon Guarantor and do not result in a violation of any law, regulation, court decree or order applicable to Guarantor; (E) Guarantor has not and will not, without the prior written consent of Lender, sell, lease, assign, encumber, hypothecate, transfer, or otherwise dispose of all or substantially all of Guarantor's assets, or any interest therein; (F) upon Lender's request, Guarantor will provide to Lender financial and credit information in form acceptable to Lender, and all such financial information which currently has been, and all future financial information which will be provided Lender is and will be true and correct in all material respects and fairly present Guarantor's financial condition as of the dates the financial information is provided; (G) no material adverse change has occurred in Guarantor's financial condition since the date of the most recent financial statements provided to Lender and no event has occurred which may materially adversely affect Guarantor's financial condition; (H) no litigation, claim, investigation, administrative proceeding or similar action (including those for unpaid taxes) against Guarantor is pending or threatened; (I) Lender has made no representation to Guarantor as to the creditworthiness of Borrower; and (J) Guarantor has established adequate means of obtaining from Borrower on a continuing basis information regarding Borrower's financial condition. Guarantor agrees to keep adequately informed from such means of any facts, events, or circumstances which might in any way affect Guarantor's risks under this Guaranty, and Guarantor further agrees that, absent a request for information, Lender shall have no obligation to disclose to Guarantor any information or documents acquired by Lender in the course of its relationship with Borrower. GUARANTOR'S FINANCIAL STATEMENTS. Guarantor agrees to furnish Lender with the following: (A) ANNUAL STATEMENTS. As soon as available after the end of each fiscal year, Guarantor's balance sheet and income statement for the year ended, prepared by Guarantor in form satisfactory to Lender. (B) TAX RETURNS. As soon as available after the applicable filing date for the tax reporting period ended, Federal and other governmental tax returns, prepared by a tax professional satisfactory to Lender. All financial reports required to be provided under this Guaranty shall be prepared in accordance with GAAP, applied on a consistent basis, and certified by Guarantor as being true and correct. GUARANTOR'S WAIVERS. Except as prohibited by applicable law, Guarantor waives any right to require Lender (A) to continue lending money or to extend other credit to Borrower; (B) to make any presentment, protest, demand, or notice of any kind, including notice of any nonpayment of the indebtedness or of any nonpayment related to any collateral, or notice of any action or nonaction on the part of Borrower, Lender, any surety, endorser, or other guarantor in connection with the indebtedness or in connection with the creation of new or additional loans or obligations; (C) to resort for payment or to proceed directly or at once against any person, including Borrower or any other guarantor; (D) to proceed directly against or exhaust any collateral held by Lender from Borrower, any other guarantor, or any other person; (E) (F) to pursue any other remedy within Lender's power; or (G) to commit any act or omission of any kind, or at any time, with respect to any matter whatsoever. In addition to the waivers set forth above, if now or hereafter Borrower is or shall become insolvent and the indebtedness shall not at all times until paid be fully secured by collateral pledged by Borrower, Guarantor hereby forever waives and gives up in favor of Lender and Borrower, and Lender's and Borrower's respective successors, any claim or right to payment Guarantor may now have or hereafter have or acquire against Borrower, by subrogation or otherwise, so that at no time shall Guarantor be or become a "creditor" of Borrower within the meaning of 11 U.S.C. section 547(b), or any successor provision of the Federal bankruptcy laws. 2 COMMERCIAL GUARANTY PAGE 2 (CONTINUED) ================================================================================ Guarantor also waives any and all rights or defenses arising by reason of (A) any "one action" or "anti-deficiency" law or any other law which may prevent Lender from bringing any action, including a claim for deficiency, against Guarantor, before or after Lender's commencement or completion of any foreclosure action, either judicially or by exercise of a power of sale; (B) any election of remedies by Lender which destroys or otherwise adversely affects Guarantor's subrogation rights or Guarantor's rights to proceed against Borrower for reimbursement, including without limitation, any loss of rights Guarantor may suffer by reason of any law limiting, qualifying, or discharging the indebtedness; (C) any disability or other defense of Borrower, of any other guarantor, or of any other person, or by reason of the cessation of Borrower's liability from any cause whatsoever, other than payment in full in legal tender, of the indebtedness; (D) any right to claim discharge of the indebtedness on the basis or unjustified impairment of any collateral for the indebtedness; (E) any statute of limitations, if at any time any action or suit brought by Lender against Guarantor is commenced there is outstanding indebtedness of Borrower to Lender which is not barred by any applicable statute of limitations; or (F) any defenses given to guarantors at law or in equity other than actual payment and performance of the indebtedness. If payment is made by Borrower, whether voluntarily or otherwise, or by any third party, on the indebtedness and thereafter Lender is forced to remit the amount of that payment to Borrower's trustee in bankruptcy or to any similar person under any federal or state bankruptcy law or law for the relief of debtors, the indebtedness shall be considered unpaid for the purpose of the enforcement of this Guaranty. Guarantor further waives and agrees not to assert or claim at any time any deductions to the amount guaranteed under this Guaranty for any claim of setoff, counterclaim, counter demand, recoupment or similar right, whether such claim, demand or right may be asserted by the Borrower, the Guarantor, or both. GUARANTOR'S UNDERSTANDING WITH RESPECT TO WAIVERS. Guarantor warrants and agrees that each of the waivers set forth above is made with Guarantor's full knowledge of its significance and consequences and that, under the circumstances, the waivers are reasonable and not contrary to public policy or law. If any such waiver is determined to be contrary to any applicable law or public policy, such waiver shall be effective only to the extent permitted by law or public policy. RIGHT OF SETOFF. Guarantor grants to Lender a contractual security interest in all Guarantor's accounts with Lender (whether checking, savings, or some other account). This includes all accounts Guarantor holds jointly with someone else and all accounts Guarantor may open in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts for which the grant of a security interest would be prohibited by law. Guarantor authorizes Lender, to the extent permitted by applicable law, to hold these funds if there is a default, and Lender may apply the funds in these accounts to pay what Guarantor owes under the terms of this Guaranty. SUBORDINATION OF BORROWER'S DEBTS TO GUARANTOR. Guarantor agrees that the indebtedness of Borrower to Lender, whether now existing or hereafter created, shall be superior to any claim that Guarantor may now have or hereafter acquire against Borrower, whether or not Borrower becomes insolvent. Guarantor hereby expressly subordinates any claim Guarantor may have against Borrower, upon any account whatsoever, to any claim that Lender may now or hereafter have against Borrower. In the event of insolvency and consequent liquidation of the assets of Borrower, through bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise, the assets of Borrower applicable to the payment of the claims of both Lender and Guarantor shall be to Lender and shall be first applied by Lender to the indebtedness of Borrower to Lender. Guarantor does hereby assign to Lender all claims which it may have or acquire against Borrower or against any assignee or trustee in bankruptcy of Borrower provided however, that such assignment shall be effective only for the purpose of assuring to Lender full payment in legal tender of the indebtedness. If Lender so requests, any notes or credit agreements now or hereafter evidencing any debts or obligations of Borrower to Guarantor shall be marked with a legend that the same are subject to this Guaranty and shall be delivered to Lender. Guarantor agrees, and Lender is hereby authorized, in the name of Guarantor, from time to time to execute and file financing statements and continuation statements and to execute such other documents and to take such other actions as Lender deems necessary or appropriate to perfect, preserve and enforce its rights under this Guaranty. GARNISHMENT. Guarantor consents to the issuance of a continuing writ of garnishment or attachment against Guarantor's disposable earnings, in accordance with Section 222.11, Florida Statutes, in order to satisfy, in whole or in part, any money judgment entered in favor of Lender. MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this Guaranty: AMENDMENTS. This Guaranty, together with any Related Documents, constitutes the entire understanding and agreement of the parties as to the matters set forth in this Guaranty. No alteration of or amendment to this Guaranty shall be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment. ATTORNEYS' FEES; EXPENSES. Guarantor agrees to pay upon demand all of Lender's costs and expenses, including Lender's reasonable attorneys' fees and Lender's legal expenses, incurred in connection with the enforcement of this Guaranty. Costs and expenses include Lender's reasonable attorneys' fees and legal expenses whether or not there is a lawsuit, including reasonable attorneys' fees and legal expenses for bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment collection services. Guarantor also shall pay all court costs and such additional fees as may be directed by the court. CAPTION HEADINGS. Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. GOVERNING LAW. THIS GUARANTY WILL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH FEDERAL LAW AND THE LAWS OF THE STATE OF FLORIDA. THIS GUARANTY HAS BEEN ACCEPTED BY LENDER IN THE STATE OF FLORIDA. CHOICE OF VENUE. If there is a lawsuit, Guarantor agrees upon Lender's request to submit to the jurisdiction of the courts of Pinellas County, State of Florida. INTEGRATION. Guarantor further agrees that Guarantor has read and fully understands the terms of this Guaranty; Guarantor has had the opportunity to be advised by Guarantor's attorney with respect to this Guaranty; the Guaranty fully reflects Guarantor's intentions and parol evidence is not required to interpret the terms of this Guaranty. Guarantor hereby indemnifies and holds Lender harmless from all losses, claims, damages, and costs (including Lender's attorneys' fees) suffered or incurred by Lender as a result of any breach by Guarantor of the warranties, representations and agreements of this paragraph. INTERPRETATION. In all cases where there is more than one Borrower or Guarantor, then all words used in this Guaranty in the singular shall be deemed to have been used in the plural where the context and construction so require; and where there is more than one Borrower named in this Guaranty or when this Guaranty is executed by more than one Guarantor, the words "Borrower" and "Guarantor" respectively shall mean all and any one or more of them. The words "Guarantor," "Borrower," and "Lender" include the heirs, successors, assigns, and transferees of each of them. If a court finds that any provision of this is not valid or should not be enforced, that fact by itself will not mean that the rest of this Guaranty will not be valid or enforced. Therefore, a court will enforce the rest of the provisions of this Guaranty even if a provision of this Guaranty may be found to be invalid or unenforceable. If any one or more of Borrower or Guarantor are corporations, partnerships, limited liability companies, or similar entities, it is not necessary for Lender to inquire into the powers of Borrower or Guarantor or of the officers, directors, partners, managers, or other agents acting or purporting to act on their behalf, and any Loan indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed under this Guaranty. NOTICES. Any notice required to be given under this Guaranty shall be given in writing, and, except for revocation notices by Guarantor, shall be effective when actually delivered, when actually received by telefacsimile (unless otherwise required by law), when deposited with a nationally recognized overnight courier, or, if mailed, when deposited in the United States mail, as first class, certified or registered mail postage prepaid, directed to the addresses shown near the beginning of this Guaranty. All revocation notices by Guarantor shall be in writing and shall be effective upon delivery to Lender as provided in the section of this Guaranty entitled "DURATION OF GUARANTY." Any party may change its address for notices under this Guaranty by giving written notice to the other parties, specifying that the purpose of the notice is to change the party's address. For notice purposes, Guarantor agrees to keep Lender informed at all times of Guarantor's current address. Unless otherwise provided or required by law, if there is more than one Guarantor, any notice given by Lender to any Guarantor is deemed to be notice given to all Guarantors. NO WAIVER BY LENDER. Lender shall not be deemed to have waived any rights under this Guaranty unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Guaranty shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Guaranty. No prior waiver by Lender, nor any course of dealing between Lender and Guarantor, shall constitute a waiver of any of Lender's rights or of any of Guarantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Guaranty, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Lender. SUCCESSORS AND ASSIGNS. Subject to any limitations stated in this Guaranty on transfer of Guarantor's interest, this Guaranty shall be binding upon and inure to the benefit of the parties, their successors and assigns. WAIVE JURY. Lender and Guarantor hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Borrower against the other. DEFINITIONS. The following capitalized words and terms shall have the following meanings when used in this Guaranty. Unless specifically stated to the contrary, all references to dollar amounts shall mean amounts in lawful money of the United States of America. Words and terms used in the singular shall include the plural, and the plural shall include the singular, as the context may require. Words and terms not otherwise defined in this 3 COMMERCIAL GUARANTY PAGE 3 (CONTINUED) ================================================================================ Guaranty shall have the meanings attributed to such terms in the Uniform Commercial Code: BORROWER. The word "Borrower" means Dynacs Inc, a Delaware Corporation, authorized to do business in Florida as Dynacs Worldwide, Inc, and all other persons and entities signing the Note in whatever capacity. GAAP. The word "GAAP" means generally accepted accounting principles. GUARANTOR. The word "Guarantor" means each and every person or entity signing this Guaranty, including without limitation Ramendra P Singh. GUARANTY. The word "Guaranty" means the guaranty from Guarantor to Lender, including without limitation a guaranty of all or part of the Note. INDEBTEDNESS. The word "Indebtedness" means Borrower's indebtedness to Lender as more particularly described in this Guaranty. LENDER. The word "Lender" means First National Bank of Florida, its successors and assigns. RELATED DOCUMENTS. The words "Related Documents" mean all promissory notes, credit agreements, loan agreements, environmental agreements, guaranties, security agreements, mortgages, deeds of trust, security deeds, collateral mortgages, and all other instruments, agreements and documents, whether now or hereafter existing, executed in connection with the indebtedness. GUARANTOR ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS COMMERCIAL GUARANTY AND GUARANTOR AGREES TO ITS TERMS. THIS COMMERCIAL GUARANTY IS DATED JULY 7, 2000. GUARANTOR: /s/ R P SINGH - ------------------------------------------------ RAMENDRA P SINGH, INDIVIDUALLY ================================================================================ 4 STATE OF GEORGIA COUNTY OF CLAYTON Before me, the undersigned, a Notary Public in and for the State aforesaid, personally appeared Trish Johnston, Assistant Vice President of First National Bank of Florida ("Bank") and Ramendra P. Singh (hereafter "Guarantor"), who, being by me first duly sworn, stated: I. On the date hereof, the Guarantor executed the foregoing attached Commercial Guaranty (the "Guraanty") in favor of Bank at Hartsfield International Airport in Clayton County, Georgia. II. The Guarantor personally delivered the Guaranty to Bank and Bank accepted the Promissory Note on the date hereof at Hartsfield International Airport in Clayton County, Georgia. DATED this 7th day of July, 2000. /s/ R P SINGH ------------------------------------ Ramendra P. Singh, Guarantor FIRST NATIONAL BANK OF FLORIDA By: /s/ TRISH JOHNSTON ------------------------------------------- Trish Johnston, Assistant Vice President Sworn to and subscribed before me on this 7th day of July, 2000. /s/ HOWARD E. TURNIPSEED - ----------------------------- Notary Public Print Name: Howard E. Turnipseed --------------------- State and County Aforesaid My Commission Expires: Notary Public, Clayton County, Georgia My Commission Expires March 8, 2003 EX-23.1 15 ex23-1.txt CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the use of our reports for the year ended December 31, 1998 and the nine-months ended September 30, 1999, and to all references to our Firm, included in or made a part of this registration statement. Arthur Andersen LLP Tampa, Florida July 17, 2000 EX-23.2 16 ex23-2.txt CONSENT OF HOYMAN DOBSON & COMPANY PA 1 EXHIBIT 23.2 CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS We consent to the reference to our firm under the captions "Experts" and "Financial Statements" and to the use of our audit reports dated August 28, 1998 and July 29, 1999 on Dynacs Inc. (formerly known as Dynacs Engineering Co., Inc.) and Subsidiaries for the years ending December 31, 1997 and December 31, 1998, respectively, in the Form S-1 Registration Statement filed on behalf of Dynacs Inc. (formerly known as Dynacs Engineering Co., Inc.) and Subsidiaries in Form 8-A filed on behalf of Dynacs Inc. (formerly known as Dynacs Engineering Co., Inc.) and Subsidiaries under Section 12(g) of the Securities Exchange Act of 1934 which incorporates the 1933 Act filing by reference, and for the offering memorandum of subordinated convertible promissory notes and warrants. Dated: July 17, 2000 Hoyman, Dobson & Company, P.A. By: /s/ DEBORAH A. BRADLEY ------------------------------------ Title: /s/ AUDIT DIRECTOR ----------------------------------- EX-23.5 17 ex23-5.txt CONSENT OF ARTHUR ANDERSEN LLP (CERULEAN) 1 Exhibit 23.5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the use of our reports for the years ended December 31, 1997 and 1998, and to all references to our firm, included in or made a part of this registration statement. Arthur Andersen LLP Los Angeles, California, July 17, 2000 -----END PRIVACY-ENHANCED MESSAGE-----