N00014-16-R-0004.pdf

N00014-16-R-0004

SOLICITATION, OFFER AND AWARD

4. TYPE OF SOLICITATION2. CONTRACT NUMBER 3. SOLICITATION NUMBER

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

ORDER UNDER DPAS (15 CFR 700)

6. REQUISITION/PURCHASE NUMBER

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

NEGOTIATED (RFP)

SEALED BID (IFB)

5. DATE ISSUED

1. THIS CONTRACT IS A RATED RATING PAGE OF PAGES

DOC9 1 45

C. E-MAIL ADDRESS

EXT.NUMBERAREA CODE

B. TELEPHONE (NO COLLECT CALLS)A. NAME

10. FOR

INFORMATION

CALL:

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.

(Date)(Hour) local timeuntildepository located in copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if hand carried, in the

SOLICITATION

9. Sealed offers in original and

PART IV - REPRESENTATIONS AND INSTRUCTIONS

OTHER STATEMENTS OF OFFERORS

EVALUATION FACTORS FOR AWARD

INSTRS., CONDS., AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND

LIST OF ATTACHMENTS

CONTRACT CLAUSES

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.

I

J

K

L

M SPECIAL CONTRACT REQUIREMENTS

CONTRACT ADMINISTRATION DATA

DELIVERIES OR PERFORMANCE

INSPECTION AND ACCEPTANCE

PACKAGING AND MARKING

DESCRIPTION/SPECS./WORK STATEMENT

SUPPLIES OR SERVICES AND PRICES/COSTS

SOLICITATION/CONTRACT FORM

PART II - CONTRACT CLAUSESPART I - THE SCHEDULE

H

G

F

E

D

C

B

A

SEC. DESCRIPTION PAGE(S) (X) DESCRIPTION SEC. (X)

11. TABLE OF CONTENTS

18. OFFER DATE17. SIGNATURE

SUCH ADDRESS IN SCHEDULE.

IS DIFFERENT FROM ABOVE - ENTER

15C. CHECK IF REMITTANCE ADDRESS

EXT.NUMBERAREA CODE

15B. TELEPHONE NUMBER

(Type or print)AND

ADDRESS

OF

OFFEROR

CODE FACILITY

16. NAME AND TITLE OF PERSON AUTHORIZED TO SIGN OFFER15A. NAME

DATEAMENDMENT NO.DATEAMENDMENT NO.

and related documents numbered and dated):

amendments to the SOLICITATION for offerors

(The offeror acknowledges receipt of

14. ACKNOWLEDGEMENT OF AMENDMENTS

CALENDAR DAYS (%)30 CALENDAR DAYS (%)20 CALENDAR DAYS (%)10 CALENDAR DAYS (%)

(See Section I, Clause No. 52.232.8)

13. DISCOUNT FOR PROMPT PAYMENT

designated point(s), within the time specified in the schedule.

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

12. In compliance with the above, the undersigned agrees, if this offer is accepted within ______________ calendar days (60 calendar days unless a different period is inserted

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16 , Minimum Bid Acceptance Period.

OFFER (Must be fully completed by offeror)

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

28. AWARD DATE

(Signature of Contracting Officer)

27. UNITED STATES OF AMERICA

25. PAYMENT WILL BE MADE BY

26. NAME OF CONTRACTING OFFICER (Type or print)

CODE 24. ADMINISTERED BY (If other than Item 7)

ITEM

(4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

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

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

21. ACCOUNTING AND APPROPRIATION20. AMOUNT19. ACCEPTED AS TO ITEMS NUMBERED

AWARD (To be completed by government)

CODE

10/16/2015 X

N00014

Office of Naval Research (BD254) Brian Kehoe (703) 588-2440 brian.kehoe@navy.mil 875 N. Randolph Street Arlington VA 22203-1995

1400 ET 11/17/2015

Brian Kehoe 703 brian.kehoe@navy.mil

588-2440

X

X

X

X

X

X

X

X

X

X

X

X

PAGE(S)

Brian Kehoe

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

STANDARD FORM 33 (Rev. 9-97)

Prescribed by GSA - FAR (48 CFR) 53.214(c)

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

NAME OF OFFEROR OR CONTRACTOR

2 45

CONTINUATION SHEET

REFERENCE NO. OF DOCUMENT BEING CONTINUED PAGE OF

N00014-16-R-0004

(A) (B) (C) (D) (E) (F)

Delivery Location Code: N00014

Office of Naval Research

Attn: Richard Henson

875 North Randolph Street

Suite 1425

Arlington VA 22203

Period of Performance: 06/22/2016 to 06/21/2021

OPTIONAL FORM 336 (4-86)

Sponsored by GSA

FAR (48 CFR) 53.110

NSN 7540-01-152-8067

SECTION B - Supplies or Services and Prices

B 1 CLINs/SLINs

Item/Sub Number Description

0001 Navy Manufacturing Technology (ManTech) Navy Electronics Manufacturing Center of Excellence (NEMCOE)

SECTION C - Description/Specifications

C 1 Statement of Work

(1) The work and services to be performed hereunder shall be subject to the requirements and standards contained in the Statement(s) of Work, the Contract Data Requirements Lists (as specified in each Delivery/Task Order), and the following paragraph(s):

(2) The purpose of CLIN 0001 is to provide for an instrument under which orders can be issued for:

The management, administration and technical oversight of the Navy Manufacturing Technology (ManTech) Navy Electronics Manufacturing Center of Excellence (NEMCOE) and the performance of Special Projects, will be awarded as Task Order 0001 IAW Section J, Attachment 1, entitled “Navy Manufacturing Technology (ManTech) Navy Electronics Manufacturing Center of Excellence (NEMCOE) Statement of Work.”

The development and management of the Navy Manufacturing Technology (ManTech) Navy Electronics Manufacturing Technology Center of Excellence (NEMCOE) which will be awarded as Task Order 0002, per Section J, Attachment 1 entitled “Navy Manufacturing Technology Center of Excellence (NEMCOE) Statement of Work.”

(3) Deliverable data requirements shall be specified on each delivery/task order as applicable.

SECTION D - Packaging and Marking

D 1 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.

D 2 Clauses

ONR 5252.235-9714 Report Preparation

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 (R2010), entitled, "Scientific and Technical Reports - Preparation, Presentation and Preservation".

[NOTE: All National Information Standards Organization (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 the NISO website by clicking on "Link to Buy". NISO is located at 3600 Clipper Mill Road, Suite 302, Baltimore, MD 21211. NISO can be reached by telephone at (301) 654-3600 or by fax at(410) 685-5278.

SECTION E - Inspection and Acceptance

E 1 Inspection and Acceptance

Responsibility for inspection and acceptance of the deliveries and services under this contract and any ensuing order(s) will be accomplished by the Program Officer designated in Section F of this contract or such other Program Officer as may be designated in the individual task order.

E 2 Clauses

FAR 52.246-5 Inspection of Services - Cost-Reimbursement. (APR 1984)

FAR 52.246-9 Inspection of Research and Development (Short Form). (APR 1984)

SECTION F - Deliveries or Performance

F 1 Ordering Period

The ordering period for CLIN 0001 is from [To Be Determined] through [To Be Determined]. Orders may be placed at any time during the ordering period. Orders placed within the 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 Distribution of Invention Disclosures and Reports

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

The Administrative Contracting Officer will forward invention disclosures and reports directly to Corporate Counsel (Code 00CC). The invention disclosures can either be mailed to Office of Naval research, Department of the Navy, Corporate Counsel (Code 00CC), 875 North Randolph Street, Arlington, VA 22203-1995 or e-mailed to Ms. Carol Petrosky at carol.petrosky@navy.mil. 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.

F 3 Place of Delivery

CLIN 0001 shall be delivered F.O.B. Destination no later than the end date of CLIN 0001.

All reports and data shall be F.O.B. Destination in accordance with Enclosure Number 1 of Exhibit A. The address for the cognizant COR/Program Officer is as follows:

Office of Naval Research 875 North Randolph St Attn: Richard Henson Code: 03T Email Address: Richard Henson/ Richard.henson1@navy.mil mailto:carol.petrosky@navy.mil mailto:henson/Richard.henson1@navy.mil mailto:henson/Richard.henson1@navy.mil mailto:henson/Richard.henson1@navy.mil mailto:henson/Richard.henson1@navy.mil mailto:henson/Richard.henson1@navy.mil mailto:henson/Richard.henson1@navy.mil

Arlington, VA 22203-1995 Ref: Contract [To Be Determined]

F 4 Clauses

FAR 52.242-15 Stop-Work Order. (AUG 1989)

FAR 52.242-15 Stop-Work Order. (AUG 1989) - Alternate I (APR 1984)

SECTION G - Contract Administration Data

G 1 Procuring Office Representative

(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 Negotiator – Brian Kehoe, ONR 254, ManTech Team, (703) 588-2440, brian.kehoe@navy.mil (If initial response to contract negotiator's email goes unanswered after 3 business days or the contractor knows the previous negotiator has left ONR, forward message to brian.kehoe@navy.mil)

Inspection and Acceptance –Mr. Richard Henson, ONR 03TM, (703) 696-4788, Richard.henson1@navy.mil

Security Matters – Ms. Torri Powell, ONR 43, (P) (703) 696 8177, DSN 426 8177, Email:

torri.powell@navy.mil

Patent Matters – Mr. John Forrest, ONR 00CC, (703) 696-4000, DSN 426-4000, E-Mail Address john.forrest@navy.mil

Task Order Ombudsman (as per FAR 16.505(b)(5)) – CAPT Ronald Kocher, ONR 02, (703) 588-2362, Email Address: Ronald.kocher@navy.mil

(b) The Administrative Contracting Officer will forward invention disclosures and reports directly to Corporate Counsel (Code 00CC), Office of Naval Research, Department of the Navy, 875 North Randolph St. Arlington, VA 22203-1995. 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 1.1 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 One Liberty Center 875 North Randolph St.

Arlington, VA 22203-1995

Attn: Brian Kehoe mailto:brian.kehoe@navy.mil mailto:brian.kehoe@navy.mil mailto:Richard.henson1@navy.mil mailto:torri.powell@navy.mil mailto:john.forrest@navy.mil mailto:Ronald.kocher@navy.mil

ONR BD254

Email: brian.kehoe@navy.mil Telephone: (703) 588-2440

G 2 Contract Administration Delegation

In accordance with FAR 42.202, the contracting officer delegates all contract administration functions listed in FAR 42.302(a).

The Contractor is advised to direct all inquiries concerning administration of this contract to the Administrative Contracting Officer designated in Block 6 of the Standard Form 26 of this award.

G 3 Type of Award

(a) This is an Indefinite-Delivery/Indefinite Quantity (IDIQ) Task/Delivery Order Contract, which allows issuance of orders on a cost-plus-fixed-fee (CPFF) basis, cost (no fee) basis, and Cost Share basis.

(b) Delivery/Task orders will be issued on a cost-plus-fixed-fee or cost-share basis as indicated in each order.

G 4 RESERVED

G 5 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:

The following is applicable to CPFF Orders (and will be modified depending on order type) to be completed at time of award.

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).

mailto:brian.kehoe@navy.mil

G 6 Payment of Allowable Costs & 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 each Task Order, 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 each Task Order, 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, may 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 each Task Order 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, “Fixed Fee”, the Administrative Contracting Officer (ACO), in order to protect the Government’s interest, shall withhold 10% of the fixed fee amount set forth in Section B or until a reserve is set aside in the amount of $100,000.00, whichever is less. The fixed fee withhold should be applied to each voucher. The ACO shall release the withholds in accordance with the provisions of FAR 52.216-8.

G 7 Payment of Allowable Costs

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

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

G 8 Task Order Minimum/Maximum Quantity

The minimum order value for any given Task/Delivery Order issued under CLIN(s) 0001 may not be less than $25,000. The maximum order value for any given Task/Delivery Order issued under CLIN(s) 0001 may not be greater than the maximum value stated under the CLIN.

G 9 Minimum Contract Guarantee and Maximum Potential

(a) This is an Indefinite Quantity contract as contemplated by FAR 16.504. The total minimum dollar amount the Government may order under this contract is $125,000 (one hundred twenty-five thousand dollars). The maximum dollar amount the Government may order under this contract is $99,000,000 (ninety-nine million dollars).

(b) The Government shall have no obligation to issue delivery orders to the Contractor beyond the total minimum dollar amount specified in paragraph (a) of this clause.

G 10 Technical Projects Approved Under this Contract

(1) One or more Delivery/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 funding specified by ACRN shown below for each approved technical project.

Project Number

CLI

N

Descripti on

Participan ts

Period of Performan ce

Governme nt Cost

Contract or Cost

Cos t

Fixe d

Fee

Tot al

Cos t

ACRN:

(To be completed as technical projects are approved)

(2) One or more Delivery/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 each project cannot be exceeded without Contracting Officer approval and cannot exceed the funding specified by ACRN shown below for each approved technical project.

Number Description Participants Period of

Performance Cost Fixed Fee

Total Cost

ACRN: _____

(3) Special Projects and Rapid Response Projects, if approved by the ONR Program Officer, may be performed under Delivery/Task Order 0001, COE Operations and Management (for Special Projects) and under Delivery/Task Order 0002, Project Development and Management (for Rapid Response Projects), 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 funding specified by ACRN shown below for each approved technical project.

Number

Project Type

(Rapid Response, etc)

Description Participants Period of Performance

Government Cost

Contractor Cost Cost Fixed

Fee Total Cost

ACRN:

G 11 Clauses

DFARS 252.232-7006 Wide Area WorkFlow Payment Instructions. (MAY 2013)

(a) Definitions. As used in this clause-

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall-

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web- Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) WAWF methods of document submission. Document submissions may be via web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Combo.

Note: If a "Combo" document type is identified but not supportable by the Contractor's business systems, an "Invoice" (stand-alone) and "Receiving Report" (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

Destination/Destination (D/D).

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC TBD at time of award

Issue By DoDAAC N00014

Admin DoDAAC TBD at time of award

Inspect By DoDAAC Not Applicable

Ship To Code N00014

Ship From Code Not Applicable

Mark For Code Not Applicable

Service Approver (DoDAAC) TBD at time of award

Service Acceptor (DoDAAC) Not Applicable

Accept at Other DoDAAC Not appliable

LPO DoDAAC Not Applicable

DCAA Auditor DoDAAC TBD at time of award

Other DoDAAC(s) Not Applicable

(*Contracting Officer: Insert applicable DoDAAC information or "See schedule" if multiple ship to/acceptance locations apply, or "Not applicable.")

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the "Send Additional Email Notifications" field of WAWF once a document is submitted in the system.

To be completed at time of award

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

For WAWF Vendor support, please contact the WAWF Help Desk (disa.ogden.esd.mbx.cscassig@mail.mil; 801-605-7095); for Payment Issues, please contact the appropriate DFAS office (http://www.dfas.mil/contractorsvendors/dodaacsvc.html); for additional assistance, please contact ONR.NCR.BD021.list.all@navy.mil.

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

SECTION H - Special Contract Requirements

H 1 Enterprise-Wide Contractor Manpower Reporting Application (ECMRA)

The contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Office of Naval Research via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs).

The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY;

(5) V, Freight and Shipping ONLY.

The contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil.

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at https://doncmra.nmci.navy.mil.

H 2 Orders

(a) General

(1) 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.

https://doncmra.nmci.navy.mil/ https://doncmra.nmci.navy.mil/

(2) 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), Cost, Cost Share basis as determined by project type and as indicated in each order.

(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

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 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 3 Clauses

ONR- Travel Costs

Travel may be required to support this Statement of Work. For profit Contractor’s travel costs 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. For educational Contractor’s, travel shall be reimbursed in accordance with OMB Circular A-21.

All Contractor travel arrangements including: clearance requests, hotel accommodations, travel orders, and visa/passport requirements, are the Contractor’s responsibility. The contractor shall make every effort to make all travel arrangements in advance to minimize cost.

ONR 5252.237-9705 Key Personnel (DEC 1988)

(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 30 days in advance 45 days if security clearance must be obtained, 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:

To be completed when projects are awarded and will be included in the applicable task orders

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.

(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.

ONR 5252.242-9720 CONTRACTING OFFICER'S REPRESENTATIVE (COR) (SEP 1996)

The COR for this contract is:

Name: Richard Henson

Code: 03TMT

Mailing Address: 875 North Randolph Street; Arlington, VA 22203-1995

Telephone No: (703) 696-8484

The Alternate COR for this contract is:

Name: []

Code: []

Mailing Address: []

Telephone No: []

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 delivery order).

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

SECTION I - Contract Clauses

I 1 Contract Clauses

FAR 52.252-2 Clauses Incorporated by Reference. (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es): https://www.acquisition.gov/

(End of clause)

Clauses Included by Reference

Clause Database Clause Number Clause Title Item List

FAR 52.202-1 Definitions. (NOV 2013) FAR 52.203-3 Gratuities. (APR 1984) FAR 52.203-5 Covenant Against Contingent Fees. (MAY 2014)

FAR 52.203-6 Restrictions on Subcontractor Sales to the Government.

(SEP 2006)

FAR 52.203-7 Anti-Kickback Procedures. (MAY 2014)

FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity. (MAY 2014)

FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity.

(MAY 2014)

FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transactions. (OCT 2010)

FAR 52.203-13 Contractor Code of Business Ethics and Conduct. (APR 2010)

FAR 52.203-16 Preventing Personal Conflicts of Interest. (DEC 2011)

FAR 52.203-17

Contractor Employee Whistleblower Rights and Requirement To Inform Employees of Whistleblower Rights. (APR 2014)

FAR 52.204-2 Security Requirements. (AUG 1996)

FAR 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content Paper. (MAY 2011)

FAR 52.204-19 Incorporation by Reference of Representations and Certifications. (DEC 2014)

FAR 52.209-6

Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment. (AUG 2013)

FAR 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters. (JUL 2013)

FAR 52.209-10 Prohibition on Contracting With Inverted Domestic Corporations. (DEC 2014)

FAR 52.210-1 Market Research. (APR 2011) FAR 52.215-2 Audit and Records - Negotiation. (OCT 2010) FAR 52.215-8 Order of Precedence - Uniform Contract Format. (OCT

1997)

FAR 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data. (AUG 2011)

FAR 52.215-12 Subcontractor Certified Cost or Pricing Data. (OCT 2010) FAR 52.215-14 Integrity of Unit Prices. (OCT 2010)

FAR 52.215-14 Integrity of Unit Prices. (OCT 2010) - Alternate I (OCT 1997)

FAR 52.215-15 Pension Adjustments and Asset Reversions. (OCT 2010) FAR 52.215-17 Waiver of Facilities Capital Cost of Money. (OCT 1997)

FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions. (JUL 2005)

FAR 52.215-19 Notification of Ownership Changes. (OCT 1997)

FAR 52.215-21

Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data - Modifications.

(OCT 2010)

FAR 52.215-23 Limitations on Pass-Through Charges. (OCT 2009) FAR 52.216-7 Allowable Cost and Payment. (JUN 2013) FAR 52.216-8 Fixed Fee. (JUN 2011)

FAR 52.219-4 Notice of Price Evaluation Preference for HUBZone Small Business Concerns. (OCT 2014)

FAR 52.219-8 Utilization of Small Business Concerns. (OCT 2014) FAR 52.219-9 Small business subcontracting plan. (OCT 2014) FAR 52.219-10 Incentive Subcontracting Program. (OCT 2014) FAR 52.219-16 Liquidated Damages - Subcontracting Plan. (JAN 1999)

FAR 52.219-28 Post-Award Small Business Program Rerepresentation.

(JUL 2013)

FAR 52.222-1 Notice to the Government of Labor Disputes. (FEB 1997) FAR 52.222-2 Payment for Overtime Premiums. (JUL 1990) FAR 52.222-3 Convict Labor. (JUN 2003) FAR 52.222-21 Prohibition of segregated facilities. (APR 2015) FAR 52.222-26 Equal Opportunity. (APR 2015) FAR 52.222-35 Equal Opportunity for Veterans. (JUL 2014) FAR 52.222-37 Employment Reports on Veterans. (JUL 2014)

FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Act. (DEC 2010)

FAR 52.222-50 Combating Trafficking in Persons. (MAR 2015) FAR 52.222-54 Employment Eligibility Verification. (AUG 2013)

FAR 52.223-5 Pollution Prevention and Right-to-Know Information.

(MAY 2011)

FAR 52.223-6 Drug-Free Workplace. (MAY 2001)

FAR 52.223-18 Encouraging Contractor Policies to Ban Text Messaging While Driving. (AUG 2011)

FAR 52.224-2 Privacy Act. (APR 1984) FAR 52.225-13 Restrictions on Certain Foreign Purchases. (JUN 2008) FAR 52.227-1 Authorization and Consent. (DEC 2007)

FAR 52.227-1 Authorization and Consent. (DEC 2007) -- Alternate I

(APR 1984)

FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement. (DEC 2007)

FAR 52.227-10 Filing of Patent Applications - Classified Subject Matter.

(DEC 2007)

FAR 52.227-11 Patent Rights-Ownership by the Contractor. (MAY 2014) FAR 52.228-7 Insurance - Liability to Third Persons. (MAR 1996) FAR 52.230-2 Cost Accounting Standards. (MAY 2014)

FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices.

(MAY 2014)

FAR 52.230-6 Administration of Cost Accounting Standards. (JUN 2010) FAR 52.232-9 Limitation on Withholding of Payments. (APR 1984) FAR 52.232-17 Interest. (MAY 2014)

FAR 52.232-20 Limitation of Cost. (APR 1984) FAR 52.232-22 Limitation of Funds. (APR 1984) FAR 52.232-23 Assignment of Claims. (MAY 2014) FAR 52.232-25 Prompt payment. (JUL 2013) FAR 52.232-25 Prompt payment. (JUL 2013) - Alternate I (FEB 2002)

FAR 52.232-33 Payment by Electronic Funds Transfer - System for Award Management. (JUL 2013)

FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors. (DEC 2013)

FAR 52.233-1 Disputes. (MAY 2014) FAR 52.233-3 Protest after Award. (AUG 1996) FAR 52.233-3 Protest after Award. (AUG 1996) - Alternate I (JUN 1985)

FAR 52.233-4 Applicable Law for Breach of Contract Claim. (OCT 2004)

FAR 52.239-1 Privacy or Security Safeguards. (AUG 1996) FAR 52.242-1 Notice of Intent to Disallow Costs. (APR 1984) FAR 52.242-3 Penalties for Unallowable Costs. (MAY 2014) FAR 52.242-4 Certification of Final Indirect Costs. (JAN 1997) FAR 52.242-13 Bankruptcy. (JUL 1995) FAR 52.243-2 Changes - Cost-Reimbursement. (AUG 1987)

FAR 52.243-2 Changes - Cost-Reimbursement. (AUG 1987) - Alternate I

(APR 1984)

FAR 52.243-2 Changes - Cost-Reimbursement. (AUG 1987) - Alternate

V (APR 1984)

FAR 52.244-2 Subcontracts. (OCT 2010) FAR 52.244-5 Competition in Subcontracting. (DEC 1996) FAR 52.244-6 Subcontracts for Commercial Items. (APR 2015) FAR 52.245-1 Government Property. (APR 2012) FAR 52.245-9 Use and Charges (APR 2012) FAR 52.246-25 Limitation of Liability - Services. (FEB 1997) FAR 52.249-6 Termination (Cost-Reimbursement). (MAY 2004) FAR 52.249-14 Excusable Delays. (APR 1984) FAR 52.251-1 Government Supply Sources. (APR 2012) FAR 52.253-1 Computer Generated Forms. (JAN 1991) DFARS 252.201-7000 Contracting Officer's Representative. (DEC 1991)

DFARS 252.203-7000 Requirements Relating to Compensation of Former DoD Officials. (SEP 2011)

DFARS 252.203-7001 Prohibition on persons convicted of fraud or other defense-contract-related felonies. (DEC 2008)

DFARS 252.203-7002 Requirement to Inform Employees of Whistleblower Rights. (SEP 2013)

DFARS 252.203-7004 Display of fraud hotline poster(s). (JAN 2015) DFARS 252.204-7000 Disclosure of information. (AUG 2013)

DFARS 252.204-7003 Control of Government Personnel Work Product. (APR 1992)

DFARS 252.204-7004 Alternate A, System for Award Management. (FEB 2014) DFARS 252.204-7005 Oral Attestation of Security Responsibilities. (NOV 2001) DFARS 252.204-7006 Billing Instructions. (OCT 2005) DFARS 252.204-7008 Reserved.

DFARS 252.204-7010

Requirement for Contractor to Notify DoD if the Contractor's Activities are Subject to Reporting Under the U.S.-International Atomic Energy Agency Additional Protocol. (JAN 2009)

DFARS 252.204-7012 Safeguarding of unclassified controlled technical information. (NOV 2013)

DFARS 252.205-7000 Provision of Information to Cooperative Agreement Holders. (DEC 1991)

DFARS 252.209-7001 Reserved.

DFARS 252.209-7004 Subcontracting with Firms that are Owned or Controlled by the Government of a Country that is a State Sponsor of Terrorism. (DEC 2014)

DFARS 252.211-7003 Item unique identification and valuation. (DEC 2013)

DFARS 252.211-7007 Reporting of Government-Furnished Property. (AUG 2012)

DFARS 252.211-7008 Use of Government-Assigned Serial Numbers. (SEP 2010) DFARS 252.215-7000 Pricing Adjustments. (DEC 2012) DFARS 252.215-7002 Cost Estimating System Requirements. (DEC 2012) DFARS 252.215-7008 Only One Offer. (OCT 2013)

DFARS 252.219-7003 Small Business Subcontracting Plan (DoD Contracts).

(OCT 2014)

DFARS 252.219-7004 Small business subcontracting plan (test program). (OCT 2014)

DFARS 252.222-7006 Restrictions on the Use of Mandatory Arbitration Agreements. (DEC 2010)

DFARS 252.223-7004 Drug-Free Work Force. (SEP 1988)

DFARS 252.223-7006 Prohibition on Storage, Treatment, and Disposal of Toxic or Hazardous Materials. (SEP 2014)

DFARS 252.225-7012 Preference for Certain Domestic Commodities. (FEB 2013)

DFARS 252.225-7013 Duty-free entry. (NOV 2014) DFARS 252.225-7031 Secondary Arab Boycott of Israel. (JUN 2005)

DFARS 252.226-7001

Utilization of Indian organizations, Indian-owned economic enterprises, and native Hawaiian small business concerns. (SEP 2004)

DFARS 252.227-7013 Rights in technical data-Noncommercial items. (FEB 2014)

DFARS 252.227-7014

Rights in noncommercial computer software and noncommercial computer software documentation. (FEB 2014)

DFARS 252.227-7016 Rights in bid or proposal information. (JAN 2011)

DFARS 252.227-7017 Identification and assertion of use, release, or disclosure restrictions. (JAN 2011)

DFARS 252.227-7025

Limitations on the Use or Disclosure of Government- Furnished Information Marked with Restrictive Legends.

(MAY 2013)

DFARS 252.227-7027 Deferred Ordering of Technical Data or Computer Software. (APR 1988)

DFARS 252.227-7030 Technical Data - Withholding of Payment. (MAR 2000)

DFARS 252.227-7037 Validation of restrictive markings on technical data. (JUN 2013)

DFARS 252.227-7038 Patent Rights - Ownership by the Contractor (Large Business). (JUN 2012)

DFARS 252.231-7000 Supplemental Cost Principles. (DEC 1991)

DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. (JUN 2012)

DFARS 252.235-7011 Final Scientific or Technical Report. (JAN 2015)

DFARS 252.239-7001 Information Assurance Contractor Training and Certification. (JAN 2008)

DFARS 252.242-7004 Material Management and Accounting System. (MAY 2011)

DFARS 252.242-7005 Contractor Business Systems. (FEB 2012) DFARS 252.242-7006 Accounting System Administration. (FEB 2012) DFARS 252.243-7002 Requests for equitable adjustment. (DEC 2012)

DFARS 252.244-7001 Contractor purchasing system administration. (MAY 2014)

DFARS 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property (APR 2012)

DFARS 252.245-7002 Reporting Loss of Government Property. (APR 2012)

DFARS 252.245-7003 Contractor Property Management System Administration

(APR 2012)

DFARS 252.245-7004 Reporting, Reutilization, and Disposal. (MAR 2015) DFARS 252.246-7000 Material Inspection and Receiving Report. (MAR 2008) DFARS 252.246-7001 Warranty of data. (MAR 2014) DFARS 252.247-7023 Transportation of supplies by sea. (APR 2014) DFARS 252.251-7000 Ordering From Government Supply Sources. (AUG 2012)

DFAR

Deviations 252.203-7999

Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements.

(DEVIATION 2015-O0010) (FEB 2015)

Clauses Included by Full Text

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.