Free Proposed Findings of Uncontroverted Fact - District Court of Federal Claims - federal

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IN THE UNITED STATES COURT OF FEDERAL CLAIMS SYSTEMS DEVELOPMENT CORPORATION,

Plaintiff,
V.

No. 06~232C (Judge Baskir)

THE UNITED STATES,

DEFENDANT'S ANSWER TO PLAINTIFF'S AMENDED COMPLAINT For its answer to the amended complaint, defendant admits, denies, and alleges as follows: JURISDICTION The allegation contained in the first sentence of the section labeled Jurisdiction ("opening section") is a conclusion of law to which no response is required; to the extent it may be deemed an allegation of fact, it is denied. Defendant, the United States, admits the allegations in the second, third, and fourth sentences of the opening section. Defendant admits the allegations in the fifth sentence of the opening section to the extent they are supported by the termination settlement proposal cited, which is the best evidence of its contents; otherwise denies the allegations contained in the fifth sentence of the opening section. Defendant admits the allegation in the sixth sentence of the opening section to the extent it is

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supported by the contracting officer's decision which is the best evidence of its contents; otherwise denies the allegations contained in the sixth sentence of the opening section.

1. Defendant admits the allegations in the first and second sentences of paragraph 1 of the amended complaint to the extent they are supported by the contract referred to which is the best evidence of its contents; otherwise denies the allegations contained in the first and second sentences of paragraph 1. Defendant denies the remainder of the allegations in paragraph 1 of the amended complaint and specifically avers that the TDP did not contain deficiencies.

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2. Defendant admits the allegations in the first sentence of

paragraph 2 of the amended complaint to the extent they are supported by the contract referred to which is the best evidence of its contents; otherwise denies the allegations contained in the first sentence of paragraph 2. Defendant admits that it did not terminate the contract; otherwise denies the allegations in the second sentence of paragraph 2. Defendant admits the allegations in the third sentence of paragraph 2 to the extent they are supported by the contract referred to which is the best evidence of its

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contents; otherwise denies the allegations contained in the third sentence of paragraph 2. The final sentence of paragraph 2 constitutes plaintiff's characterization of this case to which no response is required; to the extent it may be deemed an allegation of fact it is denied. 3. The allegation contained in paragraph 3 of the amended complaint constitutes plaintiff's conclusion of law and characterization of this case to which no response is necessary; to the extent it may be deemed an issue of fact it is denied. 4. The allegations contained in the first, second, and third sentences of paragraph 4 constitute plaintiff's conclusions of law to which no response is necessary; to the. extent they may be deemed an issue of fact they are denied. Defendant denies the allegations in the fourth sentence of paragraph 4. 5a-5d. The allegations contained in paragraphs 5a through 5d

constitute plaintiff's conclusion of law and plaintiff's characterization of its case; to the extent they may be deemed an allegation of fact they are denied. 5.e. Defendant admits the allegations in the first sentence of paragraph 5e to the extent they are supported by the specifications and

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drawings referred to; otherwise they are denied. The allegation in the second sentence of paragraph 5e constitutes plaintiff's conclusion of law to which no response is necessary; to the extent it is deemed an allegation of fact it is denied. 6. Defendant denies the allegations in paragraph 6 of the

amended complaint. Defendant specifically avers that it provided all information necessary for a competent contractor to complete performance under this supply contract. 7. Defendant denies the allegations in paragraph 7 of the

amended complaint. Defendant specifically avers that it provided all information necessary for a competent contractor to complete performance under this supply contract. 8. Defendant denies the allegations in paragraph 8 of the

amended complaint. Defendant specifically avers that it provided all information necessary for a competent contractor to complete performance under this supply contract. 9. Defendant denies the allegations in paragraph 9 of the

amended complaint. Defendant specifically avers that it provided all information necessary for a competent contractor to complete performance

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under this supply contract. 10. Defendant admits the allegations contained in paragraph 10 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 10. 11. Defendant admits the allegations contained in paragraph 11 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 11. 12. Defendant lacks information sufficient to form a belief as to the truth of the allegations contained in paragraph 12 of the amended ¯ complaint. 13. Defendant admits the allegations cSntained in paragraph 13 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 13. 14. The allegations contained in paragraph 14 constitute plaintiff's characterization of this case; to the extent they may be deemed allegations of fact they are. denied.
15. Defendant admits the allegations contained in paragraph 15 of the amended complaint but, specifically denies that the technical data package was defective.

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16. Defendant admits the allegations contained in paragraph 16 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 16 of the amended complaint. 17. Defendant admits that SDC continued to request clarification of the technical data package requirements; otherwise denies the allegations in the first sentence of paragraph 17 of the amended complaint. Defendant admits that plaintiff communicated with the new contracting officer, otherwise denies the allegations in the second sentence of paragraph 17 of the amended complaint. Defendant denies the allegation in the third sentence of paragraph 17 of the amended complaint.

18. Defendant admits the allegations contained in the first, second and third sentences of paragraph 18 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in the first sentence of paragraph 18. Defendant specifically denies that it failed to provide any required data. Defendant admits that it denied the request for progress payments; otherwise denies the allegations in the fourth sentence of paragraph 18 of the amended complaint.

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19. Defendant admits the allegations contained in paragraph 19 of the amended complaint but specifically denies that the technical data package was defective. 20. Defendant admits the allegations contained in paragraph 20 to the extentthey are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 20. 21. Defendant admits the allegations contained in paragraph 21 to the extent they are supported by the letter referred to which is the best evidence 0fits contents; otherwise denies the allegations in paragraph 21. 22. Defendant admits the allegations contained in paragraph 22 to the extent they are supported by the letter referred to which is the best evidence of its contents; otherwise denies the allegations in paragraph 22. 23. Defendant admits the allegation contained in paragraph 23, but specifically denies that the technical data package was defective. 24. Defendant denies the allegations contained in the first sentence of paragraph 24. Defendant admits the allegation in the second sentence of paragraph 24. Defendant admits the allegations in the third sentence of paragraph 24 of the amended complaint to the extent they are supported by the termination settlement proposal referred to which is the best

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evidence of its contents; otherwise denies the allegations in the third sentence of paragraph 24. Defendant specifically denies that there were defects in the technical data package. COUNT I 25. Defendant re-alleges and incorporates herein by reference its responses to Paragraphs 1-24 of the amende(J complaint. 26. Defendant denies that plaintiff is entitled to the relief requested in paragraph 26 or any relief whatsoever. COUNT II 27. Defendant re-alleges and incorporates herein by reference its responses to Paragraphs 1-26 of the amended complaint. 28. Defendant admits the allegations in paragraph 28 of the amended complaint to the extent they are supported by the contracting officer's decision referred to which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 28. 29. Defendant admits the allegations in the first and second sentences of paragraph 29 to the extent they are supported by the contracting officer's final decision referred to which is the best evidence of its contents; otherwise denies the allegations in the first and second

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sentence of paragraph 29. The third and fourth sentences of paragraph 29 constitute plaintiff's characterization of its case and its legal conclusions to which .no response is required; to extent they may be deemed statements of fact they are denied. 30. Defendant realleges and incorporates by reference its responses to Paragraphs 1-30 of the amended complaint. 31. Defendant denies that plaintiff is entitled to the relief requested in paragraph 31 or any relief whatsoever. COUNT II! 32. Defendant re-alleges and incorporates herein by reference its responses to Paragraphs 1-31 of the amended complaint. 33. The allegations contained in paragraph 33 constitute plaintiff's conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 34. The allegations contained in paragraph 34 constitute plaintiff's conclusions of law and characterization of its case to which no response is required; to the extent they may be deemed allegations of fact, they are
denied.

35. Defendant denies that plaintiff is entitled to the relief requested

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in paragraph 35 or any relief whatsoever. COUNT IV 36. Defendant re-alleges and incorporates herein by reference its responses to Paragraphs 1-36 of the amended complaint. 37. Defendant denies that plaintiff is entitled to the relief requested in paragraph 37 or any relief whatsoever. COUNT V 38. Defendant re-alleges and incorporates herein by reference its responses to Paragraphs 1-37 of the amended complaint. 39. The allegations contained in paragraph 39 constitute plaintiff's conclusions of law to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 40. Defendant admits the allegations in paragraph 40 of the amended complaint to the extent they are supported by the document referred to which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 40. 41. Defendant denies the allegations in paragraph 41 of the amended complaint. 42. Defendant admits the allegations in paragraph 42 of the

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amended complaint to the extent they are supported by the document referred to which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 42. 43. Defendant admits the allegations in .paragraph 43 of the amended complaint to the extent they are supported by the document " referred to which is the best evidence of its contents; otherwise denies the allegations contained in paragraph 43. 44. Defendant.denies the allegations in paragraph 44 of the amended complaint. 45. Defendant admits the allegation in paragraph 45 of the amended complaint, but denies that any redesign of the HAWK Missile System was required, necessary, or prudent by the terms of this supply contract. 46. The allegations contained in paragraph 46 constitute plaintiff's

conclusions of law and characterization of its case to which no response is required; to the extent they may be deemed allegations of fact, they are denied. 47. The allegations contained in paragraph 47 constitute plaintiff's conclusions of law and characterization of its case to which no response is

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required; to the extent they may be deemed aliegaiions of fact, they are denied. 48. Denies that plaintiff is entitled to the relief requested in

paragraph 48 or to any relief whatsoever. 49. Defendant denies each and every allegation not previously admitted or otherwise qualified. WHEREFORE, defendant respectfully requests that the Court dismiss the amended complaint, and that defendant be granted such other and further relief as the Court may deem just and proper. AFFIRMATIVE DEFENSES 50. Plaintiff's claims are barred by the doctrine of payment insofar as plaintiff has received payment and has been fully compensated according to the terms and conditions of the contract. 51. Plaintiff's claims are barred by the doctrine of accord and satisfaction insofar as the verifiable expenses submitted for payment have been paid in full. 52. Plaintiff's amended complaint fails to state a claim upon which relief can be granted. 53. Plaintiff's equitable adjustment claims are barred because

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plaintiff failed to present them in a certified claim to the Procuring Contracting Officer.
Respectfully submitted,

PETER D. KEISLER Assistant Attorney General JEANNE E. DAVIDSON Director .
DONALD E. KINNER Assistant Director

OF COUNSEL: STEPHEN F. PEREIRA Defense Contract Management Agency

s/Joan M. Stentiford JOAN M. STENTIFORD ¯ Trial Attorney Commercial Litigation Branch Civil Division Department of Justice Phone: (202) 616-0341 Fax: (202) 514-8624

July 12, 2007

Attorneys for Defendant

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Virginia P. Gilchrist

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couple things. And they would have been related to -- they would have been some kind of computer parts? Right. One was a part for a helicopte9 I remember that we manufactured, but the name of the part just escapes me right now. It wouldn't mean anything to me. I was just wondering if you had a general sense. I know it was a small part for. a helicopter. Was i~~the same kind of -- was i~ a board with chips on it? It was not a circuit card. kind of part. Okay. Now, you have heard --.because you were present for all the depositions, you heard the witnesses talk about this contract we have been calling 0077. Yes. When I refer to 0077, do you understand the contract to which I'm referring? Absolutely. How did you come to bid on that contract? It was a sole source as an 8A contract that was

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I think it was some other

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Huntsville Reporting, Inc. (256) 533-9399

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Virginia P. Gilchrist

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offered to us by the Aviation and Missile Command. And the Aviation Missile Contmand, is that AMCOM that you said you worked for before? A. Q. As a contractor, yes. I'm sorry. You contracted with them before? Right. Is that who you made the helicopter part for? Yes. And were you at that point affiliated with Teledyne Brown? A. Yes. (Exhibit No. 28 marked for identification.) BY MS. STENTIFORD: Q. This is a thirteen page document with two .... attachments. So, take a minute and look it over. And when you're ready,' if you could identify the document for me. A. This is a part of the teaming agreement that we signed .with Teledyne Brown in partnership with another manufacturing firm called Campbel! Engineering. Q. A. What was the purpose of this agreement? The purpose of this agreement was to further define

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Jerald F. Tignor

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that review? Level III documentation is adequate for filling open competition in theory. With the admin of this meeting, we went over to the TDP building and pulled the TDp and looked at it, and the TDP, Technical Data Package, was complete except when you got to the logic tables at the rear end of it, they weren't complete. And we tried after that to get them complete, and I did call Raytheon and asked Raytheon to produce them, and Raytheon did produce them, the TDP for that card. Was it early enough to help her? No, not really. It was after the fact. But we got the TDP brought up to snuff at that time. But at the time the contract was awarded to SDC the .Technical Data Package was inadequate with respect to the PROM data? The TDP was .complete, but inadequate in the rear part of it, yes, where the logic data was. It looked like scrambled eggs. You couldn't read it. Did Raytheon subsequently provide this PROM data to the United States? Yes.

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Jerald F. Tignor

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as Exhibit Number 25. The first page appears to be a

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series of e-mails, and there's an e-mail in the middle called original message right here which appears to be from you to Jerry Hill dated September 4th, 2003 at 3:56 p.m. Do you see that e-mail? (Witness nods head.) Is that an e-mail that you sent to Mr. Hil!? Yes. Okay. And did you write -- did you personally write the material that. is contained in the e-mai!? Yes, I did. Okay. So, as of September 4th, 2003, you report to Mr. Hill with respect to contract 0077, "Raytheon has said they will not help with the DAAD card, or provide a better mylar drawing, or Gerber files. paid them for Leve! III documentation, and they provided something much less." So, you indicate to Mr. Hillthat you did -that even though the government may have purchased Level III documentation, they provided you something that was not, in fact, Level III documentation. Their definition of Level III was a lot less than the government's definition. We

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29 April 2003 Commander U.S. Army Aviation and Missile Command AMSAM-AC-LS-M Redstone Arsenal, AL 35898 Attention: Mr. Jerry Hill Subject: settlement Proposal for Contract DAAH01-00-C-0077 Dear Mr. Hill: Reference.SDC letter of t9 November 2002, which remains unanswer.ed. SDC considers this contract constructively terminated for convenience as of 30 April 2003. SDC has also certified this claim under the Contracts Disputes Act and requests a Contractii~g Officer's Final Decision. SDC, Inc. hereby submits the attached Settlement Proposal for contract DAAH01-00-C-0077. ¯ The following certification is submitted as required by FAR 33.207: "I certify that the claim is made in good faith; that the supporting data are accurate and complete to the best. of my knowledge and belief; that the amount requested accurately reflects the contract adjustment for which the contractor believes' the Government is liable; .and that I am duly' authorized to certify the claim on behalf of the contractor". Signature: Name: Virginia P. Gilchrist . Title: President Date: 29 April 2003 If you need additional info~:mation please contact me at (256) 382-4600. Sincerely,

~irginia P. Gilchrist President Attachments (3) A - Settlement Proposal, SF 1436 ¯B - Cost Summary Data " C - Contract Documentation Timeline

SDC 1233 350

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351 ,
..................... i .... ~ ~ ...... ....... ~

SETTLEMENT PR~,,-OSAL (TOTAL COST BASIS)

".

~Expires: 05/3!/98

lOMB No., 9000-0012 ......

""~ reporting burden for h s co action of nformation is estimated to average 2.5 hours per response, including the time for raview;ng Instructions, sea'ching existing data }a, goherng and maintaining the data needed ,rod competing and reviewing the collection of hformation. Send comments regarding this burden estimate or any other .,1 of this- co/lection of information, including auggesfions for reducing INs burden, to the FAR Secretariat (MVR)o Federal Acquisition Policy Division, GSA, Waah{ngton, ~- 20405.

FOR USE BY A FIXED-PRICE PRIME CONTRACTOR OR FIXED-PRICE SUBCONTRACTOR
THIS PROPOSAL APPLIES TO (Check one) SUBCONTRACT OR P"'I A PRIME CONTRACT WITH PURCHASE ORDER .x[~J THE GOVERNMENT SUBCONTRACT OR PURCHASE ORDER NO(SL COMPANY SyStems Development Corporation (SDC, Inc.) STREET ADDRESS 215 Wynn Drive, Suite 318 CITY AND STATE (Include ZIP Code) Huntsville AL 35805 NAME OF GOVERNMENT AGENCY US Army Avlatlon & Missile Com'rnand GOVERNMENT PRIME CONTRACT NO. ]CONTRACTOR'S REFERENCE NO. DAAH01-00-C-0077 EFFECTIVE DATE OF TERMINATION 31 March 2003 ADDRESS (Include ZIP Code) SF 1439, SCHEDULE OF ACCOUNTING INFORMATION

E~

CONTRACTOR WH.O SENTNOTICEOF TERMINATION
NAME Systems Davelopmbnt Corporation (SDC, Inc.) ADDRESS '(Include ZIP Code) 215 Wynn Drive, Suite 31.8, Huntsville, AL 35805 If mqneys payabff] under the cont,'aot have. been asalgr'md, give the following: NAME OF ASSIGNEE.

I

4117

soc oooi I N'NTE"'~; [] F,NA'
]IS NOT ATTACHED (If not. explain be/owl

SECTION ! - STATUS OF CONTRACT OR ORDER AT EFFECTIVE DATE OF TERMINATION FINISHED UNFINISHED OB NOT COMMENCED' ON HAND 'PRODOCTS COVERED BY TERMINATED
,,,,

TOTAL BY CONTRACT OR ORDER
COVERED'

CONTRACT OR PURCHASE ORDER

PREVIOUSLY PAYMENT TO BE PAYMENT NOT TC SUBSEQUENTLY" BE RECEIVED COMPLETED SHIPPED AND RECEIVED INVOICED THROUGH THROUGH AND INVOICED* INVOICING INVOICING

NOT TO BE ¯ COMPLETED If)

QUANTITY

"6
0

it Card Assembly ,.,

$
QUANTITY

0 0

0 0

0 .0

~43o','o0o.oo $430,000.00

24

$
QUANTITY

$
SECTION 11 - ~ROPOSED SETTLEMENT
' " NO.

I
TOTAL PROPOSED TO DATE

ITEM

, ,(a) ,.

,,

tuse L.olumns IOl ar~ IC only Where oreviou~ Droeosa ha~ been f~ed) TOTAL INCREASE OR DECREASE BY . PREVIOUSLY PROPOSED THIS PROPOSAL.

~h!

Ir~!

fd~ ¯

FOR USE OF CONTRACTING AGENCY ONLY

f~l ........

1 DI.RECT MATERIAL ., 2 DIRECT LABOR 3 ' INDIRECT FACTORY EXPENSE (from Schedule A) 4, SPECIAL TOOLING AND SPECIAL TEST EQUIPMENT 1432) (SF 5 OTHER COSTS (from Schedule B) ..... 6 GENERAL AND ADMINISTRATIVE EXPENSES (from Schedule C) TOTAL COSTS (Items 1 thru ~) ...... 7J 8 PROFIT (Explain in Schedule D) .... 9 TOTAL '(Items. 7 and'H) ......

34e,087.00 0 0 0 12,000.00 122,3~4 481,361.00 .... 48,136.00 .529,497.00 ........ 0

' "~

10 DEDUCT FINISHED PRODUCT INVOICED OR TO .B'E 'iNvoICED*

TOTAL"'t~em ~/e~=~en, ~o~ .

529,4~'.0o
8,900.00 538,397.00 57,728.00 596,123.00 598,1.23.00 0.00 596~123.00 (hi, (ol, end (el,

' "1 2 SETTLEMENT EXPENSES [from Schedule'E) TOTAL (Items "~ 1' and 12) .....~ 3 14- SETTLEMENTS WITH SUBCONTRACTORS (from Schedule F) 15 GR'~ss PROPOSED SETTLEMENT [Items 13 thru 14)

- ~ D=S~OSAL AND OTHER' CREDITS morn Schedule ~) SDC 1234
" NET PROPOSED SETTLEMENT (Item 15less 16) ADVANCE, PROGRESS & PARTIAL PAYMENTS (from Schedule H) NET PAYMENT REQUESTED (Item 17Ies~ 18) ................ ~9.
cost

o.oo,

t I

the continued port~on of the cant/act and the deduction for finished product (item 10, Secdon Ill should be the c~lract "price of fleshed, product in Column Section I. '~OTE: File ~nventory schedules (SF 1428, 142B. 1430, and 1432.} for allocable ~nventories on hand at date of terrnin~t.bn | See 49.206}.

(When the space provided for'any nfermat on s insutf c ant, cot!tinue on a separate s ~eet )

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352
'' S(~F~E'I~'Ui'.:t~'A ' IN'DIRECT F~bRY EXPENSE (l~'ern-~)~ ........................................ ¯ .............. l-uH U,bl:: Uh CONTRACTING AGENCYONLY

DETAIL OF EXPENSES

METHOD OF ALLOCATION

AMOUNT

NOTE: Individual items of small 'a"r~ounts may be grouped' 'l'n'~:'o a single e.ntry 'in Schedules B, C, D, E, and G. SCHEDULE B - OTHER COSTS [ItemS) ITEM EXPL.ANATION Procuremenl labor costs AMOUNT
1.2,000.00 I:'UH U;51:: Ui" CONTRACTING AGENCY ONLY

SCHEDULE C- GENERAL AND ADMI,NIST,,,,RATIVE EXPENSES (Item.CJ DETAIL OF EXPENSES SDC, In~. labor Material Handling cost METHOD OF ALLOCATION ¯ .Direct application.of labor used to seer resolution @ current rate of 5.67 % AMOUNT i 02,700.00 . 19,674.00 CONTRACTING AGENCY ONLY

SCHEDULED-: PROFIT f/ternS) .EXPLANATION
A reasonable profit of 10% Is applied to Direct~ ODC, and G&A expenses

AMOUNT
48,136.00

CONTRACTING AGENCY ONLY

SDC 1235
(Where the space provided for any Informati(~n is insufficient, continue on a separate sheet.) STANDARD F.O.FtM 143~J (F~EV. 9-97} PAGE 2

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353
SETTLEMENT EXPENSES (i~em ~2) ........ ITEM
Admlnislrallon

EXPLANATION
Labor, research, and o~er administrative costs

AMOUNT 8,900.00i

I CO.NTRACTING 'AGENCY ONLY

sCHEDULE F - SETTLEMENTS Wl~l~" iMMEDIATE SUBCONTRACTORS AND SUPPLIERS (Item 14)
NAME AND ADDRESS OF SUBCONTRACTOR

BRIE.F D.ESCRIPTION OF: PROD.UCT CANCELED.

AMOUNT OF ¯ SETTLEMEN'J"

t-UK u~ u~ CONTRACTING AGENCY ONLY

Teledyne Brqwn Engln~eHr~l ............ 300 Sparkman Drive, Hpnisvllle, AL 35805 Labor 18,873.00

ODO

2061.00i

36.792.00

SCHEDULE G - DISPOSAL AND OTHER CREDITS (Item

DESCRIPTION

AMOUNT

ruff ubt: CONTRACTING AGENCY ONLY

SDC 1236

I
(If practicable, show separately' amount of disposal credits applicable to 'accep'table l~infshed product included on SF 1428.) (Where the space provided for any' information is insufficient, continue on a separate sheet.) ........ 'STANDA RD FORM 1436 (~'Ev. ~-9:,} PAGE 3 "

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354
SCHE'-~UL£ I~"- ~]3VANCE, PROGRESS ANI~ PARTIALP~Y~II:N~3qtem DATE TYPE OF PAYMENT AMOUNT CONTRACTING AGENCY ONLY

(Where the space provided for spy' info'rmation is insufficient, continue on a separate

sheet,)

CERTIFICATE

SDC 1237

.~his is to certify' that the undersigned, individually, and as an authorized representative of the Contractor, has examined this termination settlement proposal and that, to the. best knowledge and belief of the undersigned:
{a) AS TO THE CONTRACTOR'S OWN CHARGES.' The p~oposed settlement {exclusive of charges set forth in Item 14) and supporting schedules and explanations have been prepared.from the books of account and rec-6T'ds of the C0r~racto-? with recognized commercial accounting practices; they include only those charges allocable'to the terminated portion of this contract; they h.ave been prepared with knowledge that they w.itl~ or may, be u~ed directly or indirectly as the .basis of settlement ef a termination settlement proposal or claim against an agency of the United States; and the charges as stated are fair and reasonable.

(b) AS TO THE SUBCONTRACTORS'CHARGES. {1) The Contractor has examined, or caused to be examined, to an extent it considered adequate' In the circumstances, the termination settlement proposals of its immediate subcoritractors {exclusive "of filed ~these imme, dlate subcontractors b_y_their subeontrsctgrs); {2) The settlements on' account of immediate " ct-'6-~'own~r--g'~-a~'a" f&~t and reasonable, the c-c-c--~ar~ are allocabl'~ to the terminated portion of this contract, and the s.ettlements were negotiated in good fath and are not more favorable to its.immediate'subcontractors than those that the Contractor would make if reimbursement by the Government were not involved; (3) The Contractor has received from all its Immediate subcontractors appropriate certificates with respect to their termination settlement proposals, which certificates are substantially in the form of this certificate; and (z~) The Contractor has no information le&ding it t6 doubt (i)the reasonableness of the settlements with more remote subcontractors or (ii] that the charges for them are allocable te this contract.. Upon receipt by the Contractor of amounts covering settlements with its immediate subcontractors, the Contractor will pay or credit them promptly with the amounts so received, to the extent that it has not previously done so. The term "subcontractors," as used above, includes suppliers.

~a

NOTE: .The Contractor shall, under conditions stated in FAR 15.403, be required to subr~it a Certificate of Current Cost or Pricing Data (see FAR 15.406-2 and 15.408 Table 15-2).
ME OF CONTRACTOR.sbCt T nC:. lilY ~i~[Sfgnature of authorized.~,.~~..,~afffclal)

NAMf: OF SUPERVISORY ACCOUNTING OFFICIAL

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SDC, Inc. Settlement Cost Summary Data HAWK DAAH01-00-C-0077 NSN: 5998-01-319-4313 Direct Material

Attachment B

I
Total Cost ¯ Hours $346,987.00

Other Costs (Sch B)

Cost

1'9.00 10.00 5.15
SchedUle B Total

500 $ 9,500.00 147 $ 1,470.00 200 $ 1,030.00 $ 12~000.00

G & A (Sch C) Labor Rate' Hrs/Wk

Weeks

Cost

$ $

55.00 25.00

10 14

104 $ 130 $
Total Labor $

57,200.00 45,500.00
102,700.00

I

G ..& A (Sch ) on'~'~terial ' Material Cost 5.67% $ 346,987.00. Schedule C Total

' ' ~ Handlling Cost' " , ..... ~ '$ "' 19,674.16 $ 122,374.16

Profit (Sch D}..

lO%
Schedule. D Total

Total Costs $ 421,041.00'

Hours IRate ¯ settlement Expenses (Sch,E) ........ 55,00 $ " ' $ Adm'inistrative SUpport 25,00 $ $ Admlnist.rative SUpport Schedule E Total

Cost 105' $

.125"' $
,

5,775.00 3,125.00 .8,900.00

S~ttlements.,'wlth sub'contractors' (Sch F) Teledyne Brown Engineering

Item Labor ODC Fee.

Cost. $ $

$.

18,873.00 2,061.00 36,792.'00 $596,123.00

Schedule F Total TOTAL SETTLEMENT COSTS

355

SDC 1238

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Attachment C

HAWK I CONTRACT DAAH01-00-C-0077
DOCUMENTATION TIMELINE

DATE 03 Mar 2000
13 Mar 2000

DOCUMENT

-DESCRIPTIO.N US SBA Acceptance of Project on behalf of SDC. ¯ SDC Proposal Response Roy B, letter of transmittal for the following: Total Contract Pricing Minimum Quantity Pricing DCMC Memorandum for AMCOM. Review of proposed material costs on Solicitation DAAH01-O0-R-00q 3 SDC Proposal Response Roy C, letter of transmittal for the following: Known Quantity Pricing To.tal Contract Pricing Direct Materia! Costs". SDC Letter of Minimum Buy Impact Government Bottom Line Counter Offer Government acknowledgement and restructure of CLINs

Letter Letter Schedule Schedule
Memo

31 Mar 2000

04 Apr 2000

Letter Schedule Schedule Schedule

25 Apt 2000 26 Apr 2000
D

Letter Fax Fax

03 May 2000

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Attachment C

03 May 2000 05 May 2000

Letter Fax

SDC letter accepting Bottom Line Counter Offer and Known Quantity Pricing ' Government Rejection of one-time minimum buy and counter offer for HAWK IA Government advance copy of Contract DAAH01-00-C-0.077 Signature page and Schedule pages SDC ietter requesting confirmation of whether or not items are flight hardware SDC letter requesting GERBER data.for raw board, MY -LAR and existing unit SDC letter recommending alternate parts and request for GERBER data Government Modification P00001 to Contract DAAh01-00-C-0077 SDC letter requesting MYLAR artwork, Digital Data, and Existing Circuit Card Assemble/ SDC letter notifying Government that Stable Base Drawings were inadequate and request for GERBER data SDC memorandum o.f phonecon with Ms. Geqrgia Walker Wherein SFDC requested GERBER and Digital data, and contract modification. SDC emaii to Government.requesting digital data for PROMs

t0 May 2000 22 Jun 2000
.30 Jun 2000

Fax

Letter Letter Letter Mod Letter Letter
Memo

17 Jui 2000 12 Jui 2000 26 Jui 2000 22 Sep 2000 09 Nov 2000 25 Oct2000

Email

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Attachment C

26 Oct 2000

Email Emaii Emaii
.Memo

20 Nov 2000 27 Nov 2000
24 Jan 2001

Government response to SDG email of 25 Oct. Government alleges that Digital data was on the TDP SDC request, for a meeting
Government emai! notifying SDC that attempts are being made to get required digital data .. SDC memorandum of phone call to Joseph Tappei, Georgia Wa!ker's supervisor. He will get with Branch Chief.and get an answer on status of digital data. Government contract specialist, Ms, Georgia Walker, called to say she is still trying to get the data we require SDC email rega.rding 24 Jan 2001 phone call and use of alternate, parts. Government response to use of alternate parts .Government response to request to use alternate parts SDC email to Government clarifying "alternate" parts, Should read "obsolete". : SDC letter to Government identifying ob.so!ete, parts. . SDC email to Governm~ntadding part number to 13 Mar 2001 letter and requesting Digital data. SDC memoran~lum to AMCOM Small Business Office requesting assistance

Memo 29 Jan 2001 30 Jan 2001 2t Feb 2001 02 Mar2001 13 Mar 2001 22 March 2001 Undated 23 Ap.rii 2001 09 Jul 2001 Email Email Email Email Letter Emait
Memo

With issues inContract DAAH01-00-C-0077,
Email Email
SDC revision of memorandum to Small Business OffiCe SDC email to Government Iisting options to resolve contract issues

3

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Attachment C.

30 Jui2001

Letter Emaii Email Email Email Email. Email Emaii Email Email Emaii

01 Aug 200t 08Aug 2001 10Oct 2001 10Oct 2001 10 Oct 2001 31 Oct 2001 31 Oct 2001 31 Oct 2001 06 Nov 200t 07 Nov 2001

SDC letter to Government recommending courses of action to resolve Contract issues ¯ SDC follow-up on 30 Jui 2001 letter to Government SDC fo!low-up on 30 Jul 2001 letter to Government SDC follow-up on 30 Jul 2001 letter to Government Government email notifying SDC that new contract Specialist, Ms. Carolyn Gay is attempting to resolve issues Government ¯response to SDC letter of 30 Jul 2001 SDC email to Government regarding absence of Digital data in TDP SDC email confirming receipt of Government voicemail and request to pick up digital data -Gogernment email to SDC stating there IS NO DIGITAL DATA. Only hard copy (paper) is available SDC email notifying Government that SDC wants to pick up paper data and meet with Government Government email notifying SDC that Ms. Janet Guyette is the new Contract Specialist, procedures -to pick up paper data, and issues to be discussed in meeting proposed by sDC in 6 Nov2001 emaii to Government SDC letter to Government identifying deficiencies in TDP Government letter denying SDC's request for Progress Payment sDC identification of issues to be discussed in meeting with Governmenton 23 Jan 2002

13 Nov 2001 14 Nov 2001 03 Dec 2001

Letter , Letter Letter

4

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Attachment C

24 Jan 2002 24 Jan 2002" 25 Jan 2002 t4 Feb 2002 19 Feb 2002 20 Feb 2002 05 Mar 2002 08. Apr 2002 10 May 2002
.0

Emaii Emair Email Letter Email Letter, , Letter ¯ ReceiptEmail
Letter

¯ SDC (TBE) technical,summary of meeting with Government.of 23 Jan 2002 . SDC email to Government requesting list of attendees Government's list of attendees Government draft of letter of 23 Jan meeting and resolved issues SDC (TBE) technical review of Jerry Hill letter SDC response to Government DRAFT letter of 23 Jan 2002 meeting Government letter of 23 Jan meeting and resolution of issues SDC ~emporary Hand Receipt for PROMS issued to Government for " programmiag . Government attempt to test DAAD card Government letter of 21 Aug 02 on modification on contracts DAAH01-00-C.0077 and DAAH01,00-P.0741. Extends the delivery and schedule, in return for SDC waiver of ALL claims against the Government. SDC response to Government letter of 21 hug 2002. Government letter of 6 Nov 02 on technical conferences. SDC response to Government letter of 6 Nov 02.

27 Aug 2002

06 Sep 2002 06 Nov 2002

Letter Letter

18 Nov 2002

. Letter

o

5