RFP 09-R-0004.pdf

SOLICITATION, OFFER AND AWARD 1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING

DO-C9(R)

PAGE

1 OF 63 PAGES

2. CONTRACT NO.

3. SOLICITATION NO.

N00014-09-R-0004

4. TYPE OF SOLICITATION

SEALED BID (IFB)

X NEGOTIATED (RFP)

5. DATE ISSUED

07 Nov 2008

6. REQUISITION/PURCHASE NO.

N/A

7. ISSUED BY CODE N00014 8. ADDRESS OFFER TO (If other than Item 7)

Office of Naval Research 875 North Randolph Street Arlington, VA 22203-1995

NOTE: In sealed bid solicitations “offer” and “offeror” mean “bid” and “bidder”

SOLICITATION

9. Sealed offers in original and ( See Table L-1) 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 Block 7 address (above) until ___1400_ local time _22 December 2008

(Hour) (Date) CAUTION ⎯ LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

B. TELEPHONE (NO COLLECT CALLS) 10. FOR

INFORMATION

CALL:

A. NAME

Mr. Chris Williamson

AREA CODE

NUMBER

696-2972

EXT.

C. E-MAIL ADDRESS

Chris.R.Williamson@navy.mil

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 1-2 X I CONTRACT CLAUSES 23-31

X B SUPPLIES OR SERVICES AND PRICE/COSTS 3-4 PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 4-5 X J LIST OF ATTACHMENTS 32

X D PACKAGING AND MARKING 5 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 5 X K REPRESENTATIONS, CERTIFICATIONS

X F DELIVERIES OR PERFORMANCE 5 AND OTHER STATEMENTS OF OFFERORS

33-37

X G CONTRACT ADMINISTRATION DATA 6-12 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 38-58

X H SPECIAL CONTRACT REQUIREMENTS 13-22 X M EVALUATION FACTORS FOR AWARD 58-63

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 120 calendar days (60 calendar days unless a different period is 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

(See Section I, Clause No. 52.232-8)

10 CALENDAR DAYS

20 CALENDAR DAYS

30 CALENDAR DAYS

CALENDAR DAYS

14. ACKNOWLEDGMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

(The offeror acknowledges receipt of amendments to the SOLICITATION for offerors and related documents numbered and dated:

15A. NAME CODE FACILITY 16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN

AND OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NUMBER

AREA CODE

NUMBER

EXT.

15C. CHECK IF REMITTANCE

ADDRESS IS DIFFERENT FROM

ABOVE - ENTER SUCH ADDRESS

IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED

20. AMOUNT

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

21. ACCOUNTING AND APPROPRIATION

10 U.S.C. 2304(c) ( ) 41 U.S.C. 253(c) ( )

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

26. NAME OF CONTRACTING OFFICER (Type or print)

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

IMPORTANT -- Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

AUTHORIZED FOR LOCAL REPRODUCTION STANDARD FORM 33 (REV. 9-97)

PREVIOUS EDITION IS UNUSABLE Prescribed by GSA FAR (48 CFR) 53.214(c)

RFP # N00014-09-R-0004 Page 2 of 63

STCOE

NOTICE TO OFFERORS

At this time, a pre-proposal conference is not planned for this solicitation. If a pre-proposal conference is later deemed to be necessary, details will be provided via an amendment to the solicitation

The Office of Naval Research (ONR) Manufacturing Technology (ManTech) program has established Centers of Excellence (COEs) in various technology areas in order to assist in the selection, development, and execution, of ManTech Projects. These COEs serve as focal points for the development and technology transfer of new and or improved manufacturing processes or products. Navy ManTech has an ongoing effort to develop and deploy advanced shipbuilding and repair technology, and has established a Shipbuilding Technology Center of Excellence (STCOE).

The STCOE for the past five years has been operated as the Center for Naval Shipbuilding Technology (CNST) by the Advanced Technology Institute (ATI). CNST is located at 5300 International Boulevard, Charleston, SC, 29418. The CNST website is found at www.cnst.us.

The website provides additional information on the center, information on active projects, and technical reports on completed projects.

The Government encourages innovative approaches to meeting the Navy’s technology needs, and the lack of in-house large industrial facilities or equipment should not deter prospective Offerors. Some examples of how the needs could possibly be met without actually possessing a facility and equipment include, but are certainly not limited to, teaming arrangements and consortiums. The focus is on the development and deployment of advanced shipbuilding manufacturing technologies in U.S. shipyards. As a result, it is envisioned that most if not all of the technical effort on ManTech projects will be performed by the shipyards or related companies and not by STCOE personnel using STCOE facilities. The intent is to increase implementation of the technologies as well as minimize the operations and management costs of the STCOE. Special projects as assigned by the ManTech Director or Program officer, such as shipyard benchmarking studies and program office technical assistance, could be performed in-house by the STCOE or via subcontract. Some ManTech or Special Projects could potentially be classified as “Secret.” As a result, Offeror must have a Secret facility clearance with Secret safeguarding, or have the capability to obtain one. Offeror should also be able to provide access to both classified and unclassified meeting spaces.

Websites that may provide additional information on Navy ManTech and the DoD’s ManTech Program as a whole are http://www.onr.navy.mil/sci_tech/3t/mantech/default.asp and http://www.dodmantech.com .

RFP # N00014-09-R-0004 Page 3 of 63

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

ITEM

NO.

SUPPLIES/SERVICES

MAXIMUM

BASE PERIOD

The Contractor shall operate and manage the Shipbuilding Technology Center of Excellence (STCOE) and perform project development & research on approved ManTech and Non-ManTech Program technical projects in accordance with Section C for a twenty-four month period.

$40,000,000

OPTION I

Shipbuilding Technology Center of Excellence (STCOE) and perform project development & research on approved ManTech and Non-ManTech Program twelve month period.

$20,000,000

OPTION II

Shipbuilding Technology Center of Excellence (STCOE) and perform project development & research on approved ManTech and Non-ManTech Program

$20,000,000

0004 OPTION III

The Contractor shall operate and manage the Shipbuilding Technology Center of Excellence (STCOE) and perform project development & research on approved ManTech and Non-ManTech Program

$19,000,000

0005 Award Fee Pool** 0006 Data Items IAW Exhibit A NSP

* Delivery/Task orders will be issued on a cost-plus-award-fee or cost-plus-fixed-fee basis, as indicated in each order.

** It is anticipated that orders for Center Operation & Management and Project Development and Management will be negotiated on a CPFF basis. The individual order type (CPFF/CPAF) for performance of Non-Navy ManTech Technical Projects will be determined by the ONR Program Officer. It is anticipated that all Non-Navy ManTech projects will be awarded on a CPFF basis. All orders for performance of ManTech Technical Projects will be CPAF type. All CPAF orders will include “zero” base award fee amount. [See Section J, Attachment 3 for Award Fee Plan]

RFP # N00014-09-R-0004 Page 4 of 63

Contract Minimum Amount:

• The total contract minimum for all Task Orders issued under this contract (including option periods) is $5,000. Once a single Task Order is received by the Contractor that exceeds the contract minimum, the guaranteed minimum will be considered satisfied in full.

Contract Maximum Amount:

• The total contract maximum ceiling for all Task Orders issued under this contract for all Program Areas is $40,000,000.

Applicable to the Base Contract and to any Optional Performance Periods: Task Orders may be placed at any time during the ordering period specified. Completion tasks may continue until the ordered effort is completed. Task Orders may be issued on a Cost-Plus Fixed-Fee (CPFF) or Cost Plus Award Fee (CPAF) basis as determined by project type and as indicated in each order.

SECTION C - DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

C-1. The work and services to be performed hereunder shall be subject to the requirements and standards contained in the Statement of Work, the Contract Data Requirements Lists (Section J, Exhibit A), and the following paragraph(s):

C-2. The purpose of CLINs 0001 through 0004 is to provide for an instrument under which orders can be issued for:

A. The operation and management of the Shipbuilding Technology Center of Excellence (STCOE) and the performance of Special Projects, which will be awarded as Order 0001, per Section J, Attachment 1 entitled “Statement of Work for the Shipbuilding Technology Center of Excellence.”

B. The development and management of Navy ManTech projects for the Shipbuilding Technology Center of Excellence (STCOE), which will be awarded as Order 0002, per Section J, Attachment 1 entitled “Statement of Work for the Shipbuilding Technology Center of Excellence.”

C. Performance of ManTech funded and/or Non-ManTech funded Technical Projects which will be performed in accordance with Attachment 2 entitled “Technical Projects Process Plan” (or other approved process) and the approved project plans to be incorporated into the applicable order(s) placed under this contract. If there are any Contract Data Requirements in addition to those specified in CLIN 0006, they will be specified in each order.

C-3. The purpose of CLIN 0005 is to provide for obligation/administration of applicable Award Fee for each CPAF type order, per Attachment 3, Award Fee Plan.

C-4. The purpose of CLIN 0006 is to provide for data deliverable requirements as required in Exhibit A.

RFP # N00014-09-R-0004 Page 5 of 63

C-5. The contractor shall cooperate with government personnel performing National Agency Checks (NAC). All onsite contractor personnel that are not required to possess a security clearance shall be subject to a NAC to determine their trustworthiness for unescorted access to restricted and controlled areas of the Office of Naval Research. A NAC shall be requested by the ONR Security Division. The results of the NAC will be evaluated by the ONR Security Division to determine the trustworthiness of the contractor employee. ONR will notify the contractor in writing whether the contractor employee will be authorized continued access within the Office of Naval Research. Onsite contractor personnel not deemed trustworthy, will be immediately removed from ONR premises and shall not be permitted access.

SECTION D - PACKAGING AND MARKING

Preservation, packaging, packing and marking of all deliverable contract line items shall conform to normal commercial packing standards to assure safe delivery at destination.

SECTION E - INSPECTION AND ACCEPTANCE

Inspection and acceptance of the final delivery under this contract will be accomplished by the Program Officer designated in Section F of this contract, who shall have at least thirty (30) days after contractual delivery for acceptance.

SECTION F - DELIVERIES OR PERFORMANCE

F-1. The ordering period for CLIN 0001 is from the contract award date (Block 28 of the Standard Form 33) through twenty-four (24) months thereafter. Orders may be placed at any time during this ordering period. Orders placed within this ordering period may continue until the delivery date/end date specified in the order. Each order shall specifically set forth the items to be delivered, delivery terms, and the delivery date and/or period of performance.

F-2. The ordering periods for CLINs 0002 through 0004, if exercised, will be from the effective date of Option exercise through twelve (12) months thereafter. Orders may be placed at any time during this ordering period. Orders placed within this ordering period may continue until the delivery date/end date specified in the order. Each order shall specifically set forth the items to be delivered, delivery terms, and the delivery date and/or period of performance.

F-3. Distribution, consignment and marking instructions for all contract line items shall be in accordance with Enclosure Number 1 of Exhibit A. The address for the cognizant Program Officer is as follows:

Office of Naval Research 875 North Randolph Street, Code 03T Attn: TBD*, Ref: Contract N00014-09-D-__*__

* To be inserted at time of award.

RFP # N00014-09-R-0004 Page 6 of 63

SECTION G - CONTRACT ADMINISTRATION DATA

G-1. PAYMENT AND INVOICE INSTRUCTIONS (COST REIMBURSEMENT)

G-1.1 Submission of Invoices

PAYMENT AND INVOICE INSTRUCTIONS (COST TYPE)

The Office of Naval Research (ONR) will utilize the new DoD Wide Area Workflow Receipt and Acceptance (WAWF) system. This web based system, located at https://wawf.eb.mil, provides the technology for government contractors and authorized Department of Defense (DoD) personnel to generate, capture and process receipt and payment-related documentation in a paperless environment. Invoices for supplies/services rendered under this contract shall be submitted electronically through WAWF. Submission of hard copy DD Form 250/Invoice/Public Vouchers (SF1034) will no longer be accepted for payment.

It is recommended that the person in your company designated as the Central Contractor Registration (CCR) Electronic Business (EB) Point of Contact and anyone responsible for the submission of invoices, use the online training system for WAWF at http://wawftraining.com. The Vendor, Group Administrator (GAM), and sections marked with an asterisk in the training system should be reviewed. Vendor Quick Reference Guides are also available at http://www.acquisition.navy.mil/navyaos/content/view/full/3521/). The most useful guides are “Getting Started for Vendors”, “WAWF Vendor Guide”, and “Creating a Cost Voucher Invoice.”

The designated CCR EB point of contact is responsible for activating the company’s CAGE code on WAWF by calling 1-866-618-5988. Once the company is activated, the CCR EB will self-register on the WAWF and follow the instructions for a group administrator. After the company is set-up on WAWF, any additional persons responsible for submitting invoices must self-register at the WAWF https://wawf.eb.mil.

The following required information should automatically fill-in via WAWF; if it does not fill-in, include the following:

Issue By DODAAC: N00014

Admin DODAAC: [Use the 6 character “ADMINISTERED BY” CODE as listed on page one of the award document]

Pay DODAAC: [Use the 6 character “PAYMENT WILL BE MADE BY” CODE as listed on page one of the award document]

Fill-in the following additional information:

RFP # N00014-09-R-0004 Page 7 of 63

DCAA Auditor DODAAC: [Look up via the AUDIT OFFICE LOCATOR at http://www.dcaa.mil. If you encounter any problems finding your cognizant audit office, write to dcaaweb@dcaa.mil or call ONR’s DCAA liaison at (703) 696-2603]

Service Approver DODAAC: N00014

The following additional information may need to be filled in:

LPO DODAAC: N00014 (Note - this line is required only when the “PAYMENT WILL BE MADE BY” DODAAC begins with an ‘N’)

After self-registering and logging on to the WAWF system, click on the plus sign next to the word “Vendor” and then click on the “Create New Document” link. Enter the contract number, cage code, and Pay DODAAC (above) and hit submit. Select the “Cost Voucher” invoice type within WAWF-RA. This type of invoice fulfills any requirement for submission of the Material Inspection and Receiving Report, DD Form 250. Back up documentation, 5MB limit, can be included and attached to the invoice in WAWF under the “Misc Info” tab. Fill-in all applicable information under each tab.

Take special care when you enter Line Item information - the Line Item tab is where you will detail your request for payment and material/services that were provided based upon the contract. Be sure to fill in the following two informational items exactly as they appear in the contract:

Item Number: If the contract schedule has more than one Accounting Classification Reference Number (ACRN) listed as sub items under the applicable Contract Line Item Number (CLIN), use the 6 character separately identified Sub Line Item Number (SLIN) (e.g. – 0001AA) or Informational SLIN (e.g. – 000101), otherwise use the 4 character CLIN (e.g. – 0001).

ACRN: Fill-in the applicable 2 alpha character ACRN that is associated with the SLIN or CLIN. (Note – DO NOT INVOICE FOR MORE THAN IS STILL AVAILABLE UNDER ANY

ACRN).

Special Payment Instructions for CLIN/SLINs with Multiple ACRNs/Lines of Accounting:

(Note - since WAWF does not accept the use of multiple ACRNs for any single CLIN or SLIN on one invoice; multiple invoices may have to be used - use the WAWF “Line Item” “Description” area to note the use of multiple invoices). For all invoices submitted against CLINs with multiple ACRNs, the billing shall be paid from the earliest Fiscal Year (FY) appropriation first. Fiscal Year is determined from the 3 rd character in the “Appropriation (Critical)” part (Block 6B) of the Line of

Accounting on the Financial Accounting Data Sheet of the contract (e.g., 1741319 for FY 2004 and 1751319 for FY 2005). In the event there are multiple ACRNs with the same FY of appropriation, billings shall be proportionally billed to all ACRNs for that FY in the same ratio that the ACRNs are obligated.

After all required information is included, click on the “Submit” button under the “Header” tab.

RFP # N00014-09-R-0004 Page 8 of 63

Helpful Note: Shipment Number format should be three alpha and 4 numeric characters

(e.g., SER0001).

Note: The contractor shall submit invoices for payment per contract terms and the Government shall process invoices for payment per contract terms.

If you have any questions regarding the WAWF, please contact the DoD WAWF Assistance Line at: 1-866-618-5988 or the DoN WAWF Assistance Line at 1-800-559-9293.

To find out the status of payment due from invoices please contact any of the following numbers:

DFAS Columbus Query Number: 1-800-756-4571 DFAS Charleston Query Number: 1-800-755-3642 You may also try the following website:

https://myinvoice.csd.disa.mil

G-1.2 Payment of Allowable Costs and Fixed Fee

As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows:

(a) Costs, as provided for under the contract clause entitled "Allowable Cost and Payment," shall not exceed the amount set forth as "Estimated Cost" in Section B, and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds", whichever is applicable.

(b) A fixed fee, in the amount set forth as ‘Fixed Fee’ in Section B, in accordance with the contract clause FAR 52.216-8 “Fixed Fee”, shall be paid upon completion of the work and services required under this contract and upon final acceptance by the Contracting Officer.

However, the Contractor, shall bill on each voucher the amount of the fee bearing the same percentage to the total fixed fee as the amount of cost billed bears to the total estimated cost not to exceed the amount set forth as "Fixed Fee" in Section B. The total fixed fee billed, shall not exceed the total fixed fee specified in Section B and is subject to the contract clause entitled "Limitation of Cost" or "Limitation of Funds" whichever applies.

(c) In accordance with FAR 52.216-8, and in order to protect the Government’s interest, the Contractor is hereby directed to withhold 10% of the fixed fee amount as set forth in Section B or until a reserve is set aside in the amount of $100,000, whichever is less. The Administrative Contracting Officer shall release 75% of the fixed fee reserve upon acceptance of the final deliverables identified in Section F of this contract. The remainder 25% of the fixed fee reserve will be released after completion of any final audits, submission of the final patent and royalty reports and if the contractor is not delinquent in submitting final vouchers for prior years’ settlements.

RFP # N00014-09-R-0004 Page 9 of 63

G-1.3 Incrementally Funded Orders

The Government, at its discretion, reserves the right to incrementally fund any order issued under this contract. If an order is incrementally funded, the order shall specify the total amount of the order, the amount obligated, the estimated performance period based on the amount of available funds, and a statement that the Contractor is not required to perform work nor is the Government obligated to reimburse the Contractor for work performed in excess of the amounts obligated. All incrementally funded cost reimbursement orders will be funded in accordance with the clause FAR 52.232-22, Limitation of Funds, and the following appropriate “Allotment of Funds” clause.

G-1.4 Allotment of Funds

Applicable to CPFF Orders:

Allotment of Funds

It is hereby understood and agreed that this order will not exceed a total amount of $__; including an estimated cost of $__ and a fixed fee of $__.

The total amount obligated under this order is $__.

The total amount presently available for payment and allotted to CLIN 0001 of this order is $__;

including an estimated cost of $__ and a fixed fee of $__. It is estimated that the amount allotted of $__ will cover the period from date of award through (insert date).

The following paragraph should be added as many times as necessary when there are multiple funded CLINs.

The total amount presently available for payment and allotted to CLIN (Insert) of this order is $__; including an estimated cost of $__ and a fixed fee of $__. It is estimated that the amount allotted of $__ will cover the period from date of award through (Insert).

Applicable to CPAF Orders:

Allotment of Funds

The total amount obligated under this order is $__.

Under CLIN 0001 of this order, $__ is obligated to be used against future projects.

Under CLIN 0002 of this order, it is hereby understood and agreed upon that this line item will not exceed an estimated cost of $__. The total amount presently available for payment and allotted to CLIN 0002 of this order is $__. It is estimated that the amount allotted of $__ will

RFP # N00014-09-R-0004 Page 10 of 63 cover the period from DDMMMYYYY through DDMMMYYYY. Note: The base fee amount is $0. The potential award fee amount of $__ will be added to CLIN 0005. See Attachment Number 3, the Award Fee Plan.

Note: An Award Fee amount may be earned, via CLIN 0005, upon semi-annual evaluation of results in accordance with Attachment Number 3, the Award Fee Plan.

G-2. ORDERING OFFICER

The Office of Naval Research (ONR) Procuring Contracting Officer (PCO) or his/her duly authorized representative, shall act as Ordering Officer for the contract and is responsible for issuing orders placed hereunder. Orders shall be placed unilaterally or bilaterally by the Ordering Officer by issuance of a DD Form 1155, Order For Supplies or Services. The ONR PCO retains the unilateral right to update this guidance for the life of the contract. The ONR point of contact information is as follows:

Office of Naval Research

Attn: Mr. Chris Williamson, ONR 0253

G-3. PROCURING OFFICE REPRESENTATIVES

(a) In order to expedite administration of this contract, the Administrative Contracting Officer should direct inquiries to the appropriate office listed below. Please do not direct routine inquiries to the person listed in Item 26 on Standard Form 33.

Contract Specialist:

Mr. Chris Williamson, ONR 0253, (703) 696-2972

E-Mail Address: Chris.R.Williamson@navy.mil

Inspection and Acceptance:

Mr. Neil Graf, ONR 03TMT, (703) 696-0344

Security Matters:

Ms. Shelia Neal, ONR 43, (703) 696-8177, DSN 426-8177

Patent Matters:

Mr. James Bechtel, ONR 00CC, (703) 696-4000, DSN 426-4000

(b) The Administrative Contracting Officer will forward invention disclosures and reports directly to:

Corporate Counsel (Code 00CC) Office of Naval Research

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The Corporate Counsel will return the reports along with a recommendation to the

Administrative Contracting Officer. The Corporate Counsel will represent the Contracting Officer with regard to invention reporting matters arising under this contract.

G-4. TYPE OF CONTRACT

This is an Indefinite-Delivery/Indefinite Quantity (IDIQ) Task Order Contract, which allows issuance of orders on a cost-plus-fixed-fee (CPFF) basis and Cost Plus Award Fee (CPAF) basis.

G-4.1. Task Order 0001, “STCOE Center Operations & Management and Special Projects" is awarded on a Cost-Plus Fixed Fee basis.

G-4.2 Task Order 0002, “STCOE Navy ManTech Project Development and Management,” is awarded on a Cost-Plus Fixed Fee basis.

G-4.3. Navy ManTech Projects will be awarded on one or more task orders, as deemed necessary by ONR, on a Cost-Plus Award Fee basis.

G-4.3. Non-Navy ManTech Projects, if any, may be awarded on one or more task orders, on a Cost-Plus-Fixed-Fee (CPFF) basis or Cost Plus Award Fee (CPAF) Basis, with the expectation of awarding all projects on a CPFF basis.

G-5. METHOD OF PAYMENT

As consideration for the proper performance of the work and services required under this contract, the Contractor shall be paid as follows:

G-5.1. Costs, as provided for under FAR 52.216-7, Allowable Cost and Payment, not to exceed the amount set forth as “Estimated Cost” in Section B, subject to FAR 52.232.20, Limitation of Cost.

G-5.2. (All CPFF Task Orders). A fixed fee in the amount set forth as “Fixed Fee” in Section B, in accordance with the FAR 52.216-8, Fixed Fee, which shall be paid upon completion of the work and services required under this contract and upon final acceptance by the Contracting Officer; however, the Contractor may bill on each invoice voucher the amount of the fee bearing the same percentage to the total fixed fee as the amount of cost billed bears to the total estimated cost.

G-6. RESERVED.

G-7. TECHNICAL PROJECTS APPROVED UNDER THIS CONTRACT

G-7.1. One or more Task Orders for Navy ManTech Projects may be issued and may include the following table. The Period of Performance (POP) and the Government cost specified below for each project cannot be exceeded without Contracting Officer approval and cannot exceed the

RFP # N00014-09-R-0004 Page 12 of 63 funding specified by ACRN shown below for each approved technical project.

Project Number

Description

Participants

Period of Performance

Total Cost

ACRN: ______

(to be completed as technical projects are approved)

G-7.2. One or more Task Orders for Non-ManTech Projects may be issued and may include the following table. The Period of Performance (POP) and the Government cost specified below for

Performance

G-7.3. Special Projects, if approved by the ONR Program Officer, will be performed under Task Order 0001, STCOE Center Operations & Management and Special Projects, and may include the following table. The Period of Performance (POP) and the Government cost specified below for

Project Type (Rapid

Response, Study, etc.)

Performance

RFP # N00014-09-R-0004 Page 13 of 63

SECTION H - SPECIAL CONTRACT REQUIREMENTS

H-1. ONR 5252.235-9714 REPORT PREPARATION (JUL 2005)

Scientific or technical reports prepared by the Contractor and deliverable under the terms of this contract will be prepared in accordance with format requirements contained in ANSI/NISO Z39.18-2005, Scientific and Technical Reports: Elements, Organization, and Design.

[NOTE: All NISO American National Standards are available as free, downloadable .pdf(s) at http://www.niso.org/standards/index.html. NISO standards can also be purchased in hardcopy form from NISO Press Fulfillment, P.O. Box 451, Annapolis Junction, MD 20701-0451 USA.

Telephone U.S. and Canada: (877) 736-6476; Outside the U.S. and Canada: (301) 362-6904, Fax:

(301) 206-9789.]

H-2. INVENTION DISCLOSURES AND REPORTS

The Contractor shall submit all invention disclosures and reports required by the Patent Rights clause of this contract to the Administrative Contracting Officer.

H-3. ONR 5252.242-9718 TECHNICAL DIRECTION (FEB 2002)

(a) Performance of the work hereunder is subject to the technical direction of the Program Officer/COR designated in this contract, or duly authorized representative. For the purposes of this clause, technical direction includes the following:

(1) Direction to the Contractor which shifts work emphasis between work areas or tasks, requires pursuit of certain lines of inquiry, fills in details or otherwise serves to accomplish the objectives described in the Statement of Work;

(2) Guidelines to the Contractor which assist in the interpretation of drawings, specifications or technical portions of work description.

(b) Technical direction must be within the general scope of work stated in the contract.

Technical direction may not be used to:

(1) Assign additional work under the contract;

(2) Direct a change as defined in the contract clause entitled "Changes";

(3) Increase or decrease the estimated contract cost, the fixed fee, or the time required for contract performance; or

(4) Change any of the terms, conditions or specifications of the contract.

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(c) The only individual authorized to in any way amend or modify any of the terms of this contract shall be the Contracting Officer. When, in the opinion of the Contractor, any technical direction calls for effort outside the scope of the contract or inconsistent with this special provision, the Contractor shall notify the Contracting Officer in writing within ten working days after its receipt. The Contractor shall not proceed with the work affected by the technical direction until the Contractor is notified by the Contracting Officer that the technical direction is within the scope of the contract.

(d) Nothing in the foregoing paragraphs may be construed to excuse the Contractor from performing that portion of the work statement which is not affected by the disputed technical direction.

H-4. ONR 55252.242-9720 CONTRACTING OFFICER'S REPRESENTATIVE (COR)

(SEP 1996)

The COR for this contract is:

Name and Title: Mr. Neil Graf ONR Program Officer

Mailing Address: Office of Naval Research 875 North Randolph Street ONR Code 03TMT Arlington, VA 22203-1995

Telephone No. (703) 696-0314 Email: Neil.Graf@navy.mil

The alternate COR for this contract is:

Name and Title:

Mr. John Carney

Mailing Address: Office of Naval Research 875 North Randolph Street ONR Code 03TMT Arlington, VA 22203-1995

Telephone No. (703) 696-0352 Email: John.U.Carney@navy.mil

The COR will act as the Contracting Officer's representative for technical matters, providing technical direction and discussion as necessary with respect to the specification or statement of work, and monitoring the progress and quality of contractor performance. The COR is not an Administrative Contracting Officer and does not have authority to take any action, either directly or indirectly, to change the pricing, quantity, quality, place of performance, delivery schedule, or any other terms and conditions of the contract (or delivery order), or to direct the accomplishment of effort which goes beyond the scope of the Statement of Work in the contract (or order).

When, in the opinion of the contractor, the COR requests effort outside the existing scope of the contract (or order), the contractor shall promptly notify the Contracting Officer (ordering officer)

RFP # N00014-09-R-0004 Page 15 of 63 in writing. No action shall be taken by the contractor until the Contracting Officer (or ordering officer) has issued a modification to the contract (or order) or has otherwise resolved the issue.

In the absence of the COR named above (due to reasons such as leave, illness, official travel), all responsibilities and functions assigned to the COR shall be the responsibility of the alternate COR acting on behalf of the COR.

H-5. TRAVEL AND OTHER DIRECT COSTS (ODCs) PROCEDURES

H-5.1. Travel

Travel cost shall be reimbursed in accordance with FAR 31.205-46 at rates not to exceed the maximum locality per diem rates (the combination of lodging, meals and incidentals) in effect at the time of travel, as set forth in the Federal Travel Regulations, Joint Travel Regulation and Standards Regulations, Section 925, as applicable.

All air travel must be booked on American-flagged carriers, unless otherwise directed by the Contracting Officer. Actual modes of transportation and costs shall be agreed to in advance.

All invoices for travel reimbursement shall be accompanied by supporting receipts by project and turned in to the COR for validation within 45 days of the travel period and before the Contractor submits its invoice for reimbursement in Wide Area Workflow (WAWF).

H-5.2. Other Direct Costs (ODCs)

Before any purchase of materials, the Contractor shall obtain approval from the COR for all items over $1,000. For materials with an estimated value of $3,000 or more, the Contractor shall seek at least two competitive price quotations and award to the lowest price.

For the purpose of reimbursement, evidence of competitive pricing shall be submitted with a detailed list of all ODC materials purchased. The list shall include complete manufacturer information (part #s, nomenclature, quantity, unit of issue, prices) as part of the monthly billing and status reports.

The Government will reimburse the Contractor on the basis of actual cost. The Contractor shall not incur any ODC expenditure that is not agreed upon in advance by the COR. The Contractor shall provide receipts and other supporting documentation for verification of the ODC incurred. The COR will verify ODCs charged for accuracy, allocability, and allowability.

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H-6. PROGRAM MANAGEMENT REVIEW

A Program Management Review (PMR) is defined as any meeting necessary to support or review the work accomplished and to assess whether the Small Business Subcontracting Plan goals are met under this contract. PMRs are considered typical in the conduct and review of the contract and will not be separately reimbursed. It is anticipated a PMR will be held at least every three months.

H-7. ONR 5252.237-9705 KEY PERSONNEL (DEC 88)

(a) The Contractor agrees to assign to the contract tasks those persons whose resumes were submitted with its proposal and who are necessary to fulfill the requirements of the contract as "key personnel". No substitutions may be made except in accordance with this clause.

(b) The Contractor understands that during the first ninety (90) days of the contract performance period, no personnel substitutions will be permitted unless these substitutions are unavoidable because of the incumbent's sudden illness, death or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information described in paragraph (c) below. After the initial ninety (90) day period, the Contractor must submit to the Contracting Officer all proposed substitutions, in writing, at least 60 days in advance of any proposed substitution and provide the information required by paragraph

(c) below.

(c) Any request for substitution must include a detailed explanation of the circumstances necessitating the proposed substitution, a resume for the proposed substitute, and any other information requested by the Contracting Officer. Any proposed substitute must have qualifications equal to or superior to the qualifications of the incumbent. The Contracting Officer or his/her authorized representative will evaluate such requests and promptly notify the Contractor in writing of his/her approval or disapproval thereof.

(d) In the event that any of the identified key personnel cease to perform under the contract and the substitute is disapproved, the contract may be immediately terminated in accordance with the Termination clause of the contract.

The following are identified as key personnel:

LABOR CATEGORY

NAMES

STCOE Director To be completed at time of award STCOE Technical Director “ Business Manager “

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H-8. SMALL BUSINESS SUBCONTRACTING PLAN (Applies to Large Businesses)

Individual Plan (or Master Plan):

The attached _________________________ [Name of Contractor] Subcontracting Plan applies to the work referenced in Section C of this contact.

Or

Comprehensive Plan:

The ________________________ [Name of Contractor] Comprehensive Subcontracting Plan applies to the work referenced in Section C of this contact, and is hereby incorporated into this contract by reference.

H-9. CONSENT TO SUBCONTRACT AND/OR HIRE CONSULTANTS

The following Clause will be added to Orders when the participation of Subcontractors and/or Consultants has been authorized:

The services of the following subcontractors and/or consultants have been identified as necessary for the performance of this contract:

IDENTIFIED SUBCONTRACTOR

ESTIMATED

HOURS

COMPOSITE

RATE

ESTIMATED

COST

TBD

IDENTIFIED CONSULTANT

ESTIMATED

TIME

RATE PER DAY ESTIMATED

COST

TBD

The preceding listing shall constitute the written consent of the Contracting Officer required by Paragraphs (c), (d) and (e) of the contract clause at FAR 52.244-2 entitled “Subcontracts". The Contracting Officer’s written consent to subcontract is required for:

(i) services acquired under a cost-reimbursement, time-and-materials, or labor-hour type subcontract or agreement;

(ii) fixed price contracts that exceed the greater of $100,000 or 5 percent of the total estimated cost of the contract;

This consent is based upon the information submitted by the prime contractor in accordance with FAR 52.244-2 (f) (1) (i) through (vii).

RFP # N00014-09-R-0004 Page 18 of 63

H-10. RESERVED

H-11. RESERVED

H-12. ORDERS

(a) General Orders for research, services, or supplies may be issued by the Contracting Officer (CO) for work as specified in Sections B and C of the Schedule at any time during the effective period of this contract. Except as otherwise provided in any order, the Contractor shall furnish all materials and services necessary for accomplishing the work specified in each order issued hereunder. All the provisions in this contract shall be applicable to all orders issued hereunder. To the extent of any inconsistency between any order and this contract, the contract shall control. It is understood and agreed upon that the Government has no obligation to issue any orders beyond paying the contract minimum on demand at the end of the contract period. The Contractor agrees to accept and perform orders issued by the CO within the scope of this contract during the term set forth elsewhere in the schedule.

(b) Ordering

(1) Orders and revisions thereto shall be made in writing by the CO.

(2) Each bilateral order shall be binding when executed by both parties.

(3) Each unilateral order shall be binding upon receipt by the Contractor. The

Contractor shall acknowledge receipt of the order within five (5) days after receipt thereof. These orders may be issued through facsimile as well as through electronic and regular mail.

(c) Bilateral Orders

With exception to paragraph (d) (below), the Contractor shall not begin any work until a bilateral order is issued by the CO.

(d) Unilateral Orders

(1) Priced: The CO may issue unilateral orders, either fully or incrementally funded, based upon acceptance of the Contractor’s proposals. Upon receipt of a unilateral order, the Contractor shall promptly commence the work specified therein. Unilateral orders are subject to either the “Limitation of Cost” (when fully funded) or “Limitation of Funds” (when incrementally funded) clause as incorporated into this contract. The Contractor shall acknowledge receipt of the order within five (5) days of receipt.

(2) Unpriced: When determined to be in the best interest of the Government, the CO may unilaterally issue an undefinitized order directing the Contractor to proceed with performance of the work specified therein. The order shall include the clause entitled “Definitization Requirements - Undefinitized Orders” (see paragraph (g) below), plus a delivery schedule for the work being ordered.

(e) Cost or Pricing Data

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Whenever cost or pricing data are required in accordance with FAR 15.403, the Contractor shall submit required data in accordance with FAR 15.408, Table 15-2. If a Certificate of Current Cost or Pricing Data is required, it shall be provided in accordance with FAR 15.406-2.

(f) Definition The term Contracting Officer as used in this provision includes the Administrative Contracting Officer (ACO).

(g) Definitization Requirements - Undefinitized Orders

(1) When an undefinitized contract action is issued, the Contractor agrees to begin promptly negotiating with the Contracting Officer the terms of a definitive order. The Contractor agrees to submit a proposal and any necessary cost or pricing data to support its proposal.

(2) In accordance with the requirements of DFARS 217.7404-3, the schedule for definitizing any undefinitized order shall be specified in the order and shall include:

a. Submission Due Date of Contractor's Proposal

b. Projected Date for Commencement of Negotiations

c. Target Date for Definitization

(3) If agreement on a definitive order to supersede this undefinitized order is not reached by the target date specified in the definitization schedule, or within any extension thereof granted by the Contracting Officer, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price or fee in accordance with FAR Part 15, subject to Contractor appeal as provided in the Disputes clause. In any event, the Contractor shall proceed with completion of the order, subject only to the limitation of Government liability set forth in paragraph (6) below.

(4) The Contractor further agrees that the Government shall not be liable under such definitization for an increase in the estimated cost and fee which combined would cause the definitized price of the order to exceed the ceiling amount specified in the undefinitized order (See DFARS 217.7404-2). The not to exceed price specified is a maximum and shall not be construed as an indication, other than a limit on the amount, if any, of such definitization. Subject to the foregoing, failure to agree to pay any definitization shall be a dispute concerning a question of fact within the meaning of the clause of this contract entitled “Disputes.”

(5) Pending definitization of an order, the estimated cost of efforts performed under this undefinitized order for purposes of the clause of the contract entitled “Limitation of Cost” or “Limitation of Funds”, as appropriate, is the limitation of Government liability set forth in paragraph (6) below. The Contractor shall be reimbursed for the costs of efforts performed under this undefinitized order in accordance with the clause of this contract entitled “Allowable Cost and Payment”, but in no event for an amount greater than the estimated cost of such efforts. The Contractor shall bill no fee against the estimated cost until this order is definitized.

(6) In performing this undefinitized order, the Contractor is not authorized to make expenditures or incur obligations exceeding the amount obligated to the undefinitized order (see

RFP # N00014-09-R-0004 Page 20 of 63

DFARS 217.7404-4 for funding limitations). This is the maximum amount, including fee, for which the Government shall be liable if this order is terminated.

(h) Termination of Orders

(1) The Government may terminate performance of work under any order in whole or, from time to time, in part if ---

a. The Contracting Officer determines that a termination is in the Government’s interest; or

b. The Contractor defaults in performing any order and fails to cure the default within 10 days (unless extended by the Contracting Officer) after receiving a notice specifying the default. “Default” includes failure to make progress in the work so as to endanger performance,

(2) The Contracting Officer shall terminate the order by delivering to the Contractor a

Notice of Termination specifying whether the termination is for default of the Contractor of for Convenience of the Government, the extent of termination, and the effective date. If, after termination for default, it is determined that the Contractor was not in default or that the Contractor’s failure to perform or to make progress in performance is due to causes beyond the control and without fault or negligence of the Contractor as set forth in the Excusable Delays clause, the rights and obligations of the parties will be the same as if termination was for the convenience of the Government.

(3) After receipt of a Notice of Termination, and except as directed by the Contracting

Officer, the Contractor shall immediately proceed with the obligations specified in the “Termination (Cost Reimbursement)” clause.

H-13. RESERVED

H-14. RESERVED

H-15. FAR 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term (ordering period) of this contract by written notice to the Contractor at anytime on or before the specified start date for the optional ordering period;

provided, that the Government gives the Contractor a preliminary written notice of its intent to extend at least 10 days before the contract ordering period expires. The preliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to include this option clause.

(c) The total duration of the ordering period under this contract, including the exercise of any options under this clause, shall not exceed five years.

(d) The period of performance of orders issued under this contract shall be specified in each order and is not bound by the aforementioned ordering period limitation.

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H-16. FAR 52.216-22 INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite quantity contract for the supplies or services specified and effective for the period stated in the Schedule. The quantities of supplies and services specified in the Schedule are estimates only and are not purchased by this contract.

(b) Delivery or performance shall be made only as authorized by orders issued in accordance with the Ordering clause. The Contractor shall furnish to the Government, when and if ordered, the supplies or services specified in the Schedule up to and including the quantity designated in the Schedule as the “maximum.” The Government shall order at least the quantity of supplies or services designated in the Schedule as the “minimum.”

(c) Except for any limitations on quantities in the Order Limitations clause or in the Schedule, there is no limit on the number of orders that may be issued. The Government may issue orders requiring delivery to multiple destinations or performance at multiple locations.

(d) Any order issued during the effective period of this contract and not completed within that period shall be completed by the Contractor within the time specified in the order. The contract shall govern the Contractor’s and Government’s rights and obligations with respect to that order to the same extent as if the order were completed during the contract’s effective period; provided, that the Contractor shall not be required to make any deliveries under this contract after the end date specified in the order.

H-17. DETERMINATION OF AWARD FEE

(a) Introduction

Award fee shall be determined in accordance with the provisions set forth in this clause and Attachment Number 3, the Award Fee Plan. The base fee shall be 0% with a maximum award fee of 8%.

The determination by the Government of any award fee amounts earned by the Contractor is a unilateral decision made by the Government. Each unilateral action under this contract authorizing the Contractor to bill for earned award fee shall represent a final decision of the amount of award fee earned by the Contractor and shall not be subject to dispute by the Contractor under the clause hereof entitled “Disputes” or any other clause of this contract and shall not be appealable to any Board of Contract Appeals, Claims Court, or any other court. Payment of award fee is also not subject to the “Allowable Cost and Payment” clause of this contract.

(b) Award Fee Pool

The Contractor shall be evaluated six months after commencement of performance, and every six months thereafter by the Government for the base period of the contract; and every six months of each option year, if exercised. The award fee pool available for the base year and each

RFP # N00014-09-R-0004 Page 22 of 63 option year, if exercised, is shown in Section B above. Unearned fee in any single evaluation period or year may not be carried forward into a subsequent evaluation period or year.

(c) Evaluation of Contractor’s Performance

Award fee will be earned based on the Government’s evaluation of the Contractor’s performance relative to the factors listed in the Award Fee Plan, Attachment Number 3 to this contract. As shown, the evaluation of each factor shall be based on several elements. The relative weight of each performance factor and evaluation element in determining the Contractor’s overall performance rating is set forth in the Award Fee Plan.