N00039-17-R-0005 OCOMMS RFP FINAL.pdf

N00039-17-R-0005

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CPFF

Lot

Design of OCOMMS Demonstration System

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FIXED FEE

Lot NSP

CDRLS in Support of CLIN 0001

See Attachment 9

CPFF

Lot

OPTION OCOMMS Demonstration Support

FIXED FEE

TOTAL EST COST + FIXED FEE

FFP

Lot NSP

OPTION CDRLs in Support of CLIN 1001

COST

Lot

OPTION ODCs in Support of CLIN 1001

Other DIrect Costs (Non-Fee Bearing)

FFP

Lot

OPTION Data Rights

See Attachment 10

B-2 TECHNICAL DATA RIGHTS

TECHNICAL DATA RIGHTS (If Technical Data Rights are priced, the Government will modify the resulting contract to include those costs as firm fixed priced option CLIN(s) to Section B of the RFP. For example, CDRL A014, if priced, will become CLIN 2001, CDRL A015, if priced, will become CLIN 2002 etc…) The following table delineates the Government’s technical data/computer software/computer software documentation rights by CDRL item. The rights classification would only be applicable to the extent the CDRL item or parts thereof meet the definition of technical data, computer software and computer software documentation as referenced above. The column marked “Rights Classification” provides the type of rights offered to the Government under the contract, and the “Price” column provides the corresponding firm, fixed price for the rights. If any of the technical data, computer software, or computer software documentation listed below is updated under the contract;

the Contractor shall deliver the rights to the updated technical data, computer software, or computer software documentation at no additional cost to the Government. A “N/A” indicates that the Government rights associated with that CDRL are “unlimited rights” as defined in DFARS 252.227-7013 and 252.227-7014, as the Government has funded the development of the CDRL deliverable under this contract. (Note that this table is not all-inclusive;

the Offeror may add additional CDRL items during proposal submission.)

The proposed prices set forth in the tables below apply to each applicable task order placed throughout the period of performance, including options, of this contract.

CDRL

Number

Title Rights

Classification

Price

A001 Contractor’s Progress, Status and

Management Report

A002 Integrated Program Management Report

A003 Contractor’s Risk Management Plan

A004 Contract Funds Status Report

A005 Presentation Materials (CPAC Briefing Package)

A006 Report, Record of Meeting / Minutes (CPAC)

A007 Presentation Materials (TIM Briefing Package)

A008 Report, Record of Meeting / Minutes (TIM)

A009 Engineering Change Proposal (ECP)

A010 Presentation Materials (SRR Briefing Materials)

A011 Report, Record of Meeting / Minutes (SRR)

A012 Presentation Materials (PDR Briefing Package)

A013 Report, Record of Meeting / Minutes (PDR)

A014 Interface Control Document (Mechanical)

A015 Interface Control Document (Electrical)

A016 Interface Control Document (Software)

A017 Interface Control Document (Optical)

A018 Presentation Materials (CDR Briefing Package)

A019 Test Plan (DVT)

A020 Test Procedures (DVT)

A021 Report, Record of Meeting / Minutes (CDR)

A022 Presentation Materials (TRR Briefing Materials)

A023 Report, Record of Meeting / Minutes (TRR)

A024 Test Reports (DVT)

A025 FDA Compliance Documentation

A026 Technical Data Package

A027 Computer Software Product End Items

A028 Contractor’s Status Report (Trip Report)

CLAUSES INCORPORATED BY FULL TEXT

5252.216-9200 PAYMENT OF FIXED FEE (COMPLETION TYPE) (JAN 1989)

FIXED FEE: $ [Contracting officer insert negotiated fixed fee amount]. The Government shall make payment to the Contractor when requested as work progresses, but no more frequently than biweekly, on account of the fixed fee, equal to [Contracting officer insert fee percentage (total fixed fee divided by total estimated cost plus cost of money)] percent of the amounts invoiced by the Contractor under the “Allowable Cost and Payment” clause hereof for the related period, subject to the withholding provisions of paragraph (b) of the “Fixed Fee” clause. In the event of discontinuance of the work in accordance with clause of this contract entitled “Limitation of [Contracting officer insert “Cost” or “Funds”, as appropriate],” the fixed fee shall be redetermined by mutual agreement equitably to reflect the diminution of the work performed; the amount by which such fixed fee is less than, or exceeds payments previously made on account of fee, shall be paid, or repaid by, the Contractor, as the case may be.

(End of clause)

5252.216-9204 LEVEL OF EFFORT--FEE ADJUSTMENT FORMULA (MAR 1994)

(a) Subject to the provisions of the “Limitation of Cost” or “Limitation of Funds” clause (whichever is applicable to this contract), it is hereby understood and agreed that the fixed fee is based upon the Contractor providing the below listed number of staff-hours of direct labor, hereinafter referred to as X, at the estimated cost and during the term of this contract specified elsewhere herein:

CLIN Total Staff-hours of Direct Labor (X)

1001 1,205

The Contractor agrees to provide the total level of effort specified above in performance of work described in

Sections “B” and “C” of this contract. The total staff-hours of direct labor shall include subcontractor direct labor hours for those subcontractors identified in the Contractor’s proposal as having hours included in the proposed level of effort.

(b) Of the total staff-hours of direct labor set forth above, it is estimated that 1,205 staff-hours are competitive time

(uncompensated overtime). Competitive time (uncompensated overtime) is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no amount is indicated in the first sentence of this paragraph, competitive time

(uncompensated overtime) effort performed by the contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as local travel from an employee’s residence to their usual work location, uncompensated effort while on travel status, truncated lunch periods, or other time and effort which does not have a specific and direct contribution to the tasks described in Section B.

(d) It is understood and agreed that various conditions may exist prior to or upon expiration of the term of the contract, with regard to the expenditure of labor staff-hours and/or costs thereunder which may require adjustment to the aggregate fixed fee. The following actions shall be dictated by the existence of said conditions:

1) If the Contractor has provided not more than 105 % of X or not less than 95%% of X, within the estimated cost, and at the term of the contract, then the fee shall remain as set forth in Section B.

2) If the Contractor has provided X-staff-hours, within the term, and has not exceeded the estimated cost then the Contracting Officer may require the Contractor to continue performance until the expiration of the term, or until the expenditure of the estimated cost of the contract except that, in the case of any items or tasks funded with O&MN funds, except the "term" of performance shall not exceed a 12 month period. In no event shall the Contractor be required to provide more than 105 % of X within the term and estimated cost of this contract. The fee shall remain as set forth in Section B.

3) If the Contractor expends the estimated cost of the contract, during the term of the contract and has provided less than X staff-hours, the Government may require the Contractor to continue performance, by providing cost growth funding, without adjusting the fixed fee, until such time as the Contractor has provided X staff-hours.

4) If the Contracting Officer does not elect to exercise the Government’s rights as set forth in paragraph (d)(2) and (d)(3) above, and the Contractor has not expended more than 95 % of X staff-hours, the fixed fee shall be equitably adjusted downward to reflect the diminution of work.

5) Nothing herein contained shall, in any way, abrogate the Contractor’s responsibilities, and/or the

Government’s rights within the terms of the contract provision entitled “Limitation of Cost” or “Limitation of Funds” as they shall apply throughout the term of the contract, based upon the total amount of funding allotted to the contract during its specified term.

(e) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and DCAA office to which vouchers are submitted:

(1) The total number of staff-hours of direct labor expended during the applicable period.

(2) A breakdown of this total showing the number of staff-hours expended in each direct labor classification and associated direct and indirect costs.

(3) A breakdown of other costs incurred.

(4) The Contractor’s estimate of the total allowable cost incurred under the contract for the period.

In the case of a cost under-run, the Contractor shall submit the following information in addition to that required above:

(5) The amount by which the estimated cost of this contract may be reduced to recover excess funds and the total amount of staff-hours not expended, if any.

(6) A calculation of the appropriate fee reduction in accordance with this clause.

All submissions required by this paragraph shall include subcontractor information, if any.

(f) SPECIAL INSTRUCTION TO THE PAYING OFFICE REGARDING WITHHELD FEE

Fees withheld pursuant to the provisions of this contract, such as the withholding provided by the “Allowable Cost and Payment” and “Fixed Fee” clauses, shall not be paid until the contract has been modified to reduce the fixed fee in accordance with paragraph (d) above, except that no such action is required if the total level of effort provided falls within the limits established in paragraph (d) above.

5252.232-9200 ALLOTMENT OF FUNDS (JAN 1989)

(a) This contract is incrementally funded with respect to both cost and fee.

(b) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “Fixed Fee”, are as follows:

[Contracting officer under “Items” insert the item numbers for which incremental funding is provided and under

“Allotted to Fixed Fee” insert the amount of incremental funding allocated to fixed fee]

ITEM(S) ALLOTTED TO FIXED FEE

(c) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I

“Limitation of Funds” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows:

[Contracting officer under “Items” insert the item numbers for which incremental funding is provided, under

“Allotment of Cost” insert the amount of incremental funding allocated to total estimated cost, and under “Period of Performance” insert date by which funding expended]

ITEM(S) ALLOTTED TO COST PERIOD OF PERFORMANCE

(d) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover.

Section C - Descriptions and Specifications

5252.228-9201 LIABILITY INSURANCE--COST TYPE CONTRACTS (OCT 2001)

(a) The following types of insurance are required in accordance with the FAR 52.228-7 “Insurance--Liability to

Third Persons” clause and shall be maintained in the minimum amounts shown:

(1) Workers’ compensation and employers’ liability: minimum of $100,000

(2) Comprehensive general liability: $500,000 per occurrence

(3) Automobile liability: $200,000 per person

$500,000 per occurrence

$20,000 per occurrence for property damage

(b) When requested by the contracting officer, the contractor shall furnish to the Contracting Officer a certificate or written statement of insurance. The written statement of insurance must contain the following information: policy number, policyholder, carrier, amount of coverage, dates of effectiveness (i.e., performance period), and contract number. The contract number shall be cited on the certificate of insurance.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government

0002 Destination Government Destination Government

1001 Destination Government Destination Government

1002 Destination Government Destination Government

1003 Destination Government Destination Government

2001 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996

52.246-2 Alt I Inspection Of Supplies Fixed Price (Aug 1996) - Alternate I JUL 1985

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001

52.246-11 Higher-Level Contract Quality Requirement DEC 2014

52.246-16 Responsibility For Supplies APR 1984

52.246-7 INSPECTION OF RESEARCH AND DEVELOPMENT-- FIXED-PRICE (AUG 1996)

(a) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the work under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(b) The Government has the right to inspect and test all work called for by the contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the premises of the Contractor or any subcontractor engaged in contract performance. The Government shall perform inspections and tests in a manner that will not unduly delay the work.

(c) If the Government performs any inspection or test on the premises of the Contractor or a subcontractor, the

Contractor shall furnish and shall require subcontractors to furnish, at no increase in contract price, all reasonable facilities and assistance for the safe and convenient performance of these duties. Except as otherwise provided in the contract, the Government shall bear the expense of Government inspections or tests made at other than the

Contractor's or subcontractor's premises.

(d) The Government shall accept or reject the work as promptly as practicable after delivery, unless otherwise specified in the contract. Government failure to inspect and accept or reject the work shall not relieve the Contractor from responsibility, nor impose liability on the Government, for nonconforming work. Work is nonconforming when it is defective in material or workmanship or is otherwise not in conformity with contract requirements.

(e) The Government has the right to reject nonconforming work. If the Contractor fails or is unable to correct or to replace nonconforming work within the delivery schedule (or such later time as the Contracting Officer may authorize), the Contracting Officer may accept the work and make an equitable price reduction. Failure to agree on a price reduction shall be a dispute.

(f) Inspection and test by the Government does not relieve the Contractor from responsibility for defects or other failures to meet the contract requirements that may be discovered before acceptance. Acceptance shall be conclusive, except for latent defects, fraud, gross mistakes amounting to fraud, or as otherwise specified in the contract. If acceptance is not conclusive for any of these causes, the Government, in addition to any other rights and remedies provided by law, or under other provisions of this contract, shall have the right to require the Contractor

(1) at no increase in contract price, to correct or replace the defective or nonconforming supplies (work) at the original point of delivery or at the Contractor's plant at the Contracting Officer's election, and in accordance with a reasonable delivery schedule as may be agreed upon between the Contractor and the Contracting Officer; provided, the Contracting Officer may require a reduction in contract price if the Contractor fails to meet such delivery schedule; or (2) within a reasonable time after the Contractor's receipt of notice of defects or nonconformance, to repayment of such portion of the contract price as is equitable under the circumstances if the Government elects not to require correction or replacement. When supplies (work) are (is) returned to the Contractor, the Contractor shall bear transportation costs from the original point of delivery to the Contractor's plant and return to the original point of delivery when that point is not the Contractor's plant.

52.246-8 INSPECTION OF RESEARCH AND DEVELOPMENT-- COST-REIMBURSEMENT (MAY 2001)

(a) Definitions. As used in this clause --

"Contractor's managerial personnel," means the Contractor's directors, officers, managers, superintendents, or equivalent representatives who have supervision or direction of--

(1) All or substantially all of the Contractor's business;

(2) All or substantially all of the Contractor's operation at any one plant or separate location where the contract is being performed; or

(3) A separate and complete major industrial operation connected with performing this contract.

"Work," includes data when the contract does not include the Warranty of Data clause.

(b) The Contractor shall provide and maintain an inspection system acceptable to the Government covering the work under this contract. Complete records of all inspection work performed by the Contractor shall be maintained and made available to the Government during contract performance and for as long afterwards as the contract requires.

(c) The Government has the right to inspect and test all work called for by the contract, to the extent practicable at all places and times, including the period of performance, and in any event before acceptance. The Government may also inspect the plant or plants of the Contractor or its subcontractors engaged in the contract performance. The

Government shall perform inspections and tests in a manner that will not unduly delay the work.

(d) If the Government performs any inspection or test on the premises of the Contractor or a subcontractor, the

Contractor shall furnish and shall require subcontractors to furnish all reasonable facilities and assistance for the safe and convenient performance of these duties.

(e) Unless otherwise provided in the contract, the Government shall accept work as promptly as practicable after delivery, and work shall be deemed accepted 90 days after delivery, unless accepted earlier.

(f) At any time during contract performance, but no later than 6 months (or such other time as may be specified in the contract) after acceptance of all of the end items (other than designs, drawings, or reports) to be delivered under the contract, the Government may require the Contractor to replace or correct work not meeting contract requirements. Time devoted to the replacement or correction of such work shall not be included in the computation of the above time period. Except as otherwise provided in paragraph (h) below, the cost of replacement or correction shall be determined as specified in the Allowable Cost and Payment clause, but no additional fee shall be paid. The

Contractor shall not tender for acceptance work required to be replaced or corrected without disclosing the former requirement for replacement or correction, and, when required, shall disclose the corrective action taken.

(g)(1) If the Contractor fails to proceed with reasonable promptness to perform required replacement or correction, the Government may--

(i) By contract or otherwise, perform the replacement or correction, charge to the Contractor any increased cost, or make an equitable reduction in any fixed fee paid or payable under the contract;

(ii) Require delivery of any undelivered articles and shall have the right to make an equitable reduction in any fixed fee paid or payable under the contract; or

(iii) Terminate the contract for default.

(2) Failure to agree on the amount of increased cost to be charged the Contractor or to the reduction in fixed fee shall be a dispute.

(h) Notwithstanding paragraphs (f) and (g) above, the Government may at any time require the Contractor to remedy by correction or replacement, without cost to the Government, any failure by the Contractor to comply with the requirements of this contract, if the failure is due to (1) fraud, lack of good faith, or willful misconduct on the part of the Contractor's managerial personnel or (2) the conduct of one or more of the Contractor's employees selected or retained by the Contractor after any of the Contractor's managerial personnel has reasonable grounds to believe that the employee is habitually careless or unqualified.

(i) This clause shall apply in the same manner to a corrected or replacement end item or components as to work originally delivered.

(j) The Contractor has no obligation or liability under the contract to correct or replace articles not meeting contract requirements at time of delivery, except as provided in this clause or as may otherwise be specified in the contract.

(k) Unless otherwise provided in the contract, the Contractor's obligations to correct or replace Government-furnished property shall be governed by the clause pertaining to Government property.

Section F - Deliveries or Performance

DELIVERY SECTION F

*The dates above are to be used for proposal purposes. Dates will be updated upon contract award.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 21-MAY-2018 TO

20-MAY-2020

N/A N/A

0002 POP 21-MAY-2018 TO

20-MAY-2020

1001 POP 21-MAY-2020 TO

20-MAY-2021

1002 POP 21-MAY-2020 TO

1003 POP 21-MAY-2020 TO

2001 POP 21-MAY-2020 TO

52.242-15 Stop-Work Order AUG 1989

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984

52.242-17 Government Delay Of Work APR 1984

Section G - Contract Administration Data

252.204-0004 Line Item Specific: by Fiscal Year SEP 2009

252.204-7006 BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

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).

(Contracting Officer: Insert applicable document type(s). 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.

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

(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 ____

Issue By DoDAAC ____

Admin DoDAAC ____

Inspect By DoDAAC ____

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*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 email address identified below in the “Send

Additional Email Notifications” field of WAWF once a document is submitted in the system.

(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

(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.

(Contracting Officer: Insert applicable information or “Not applicable.”)

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

5252.201-9201 DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE (MAR 2006)

(a) The Contracting Officer hereby appoints the following individual as Contracting Officer’s Representative(s)

(COR) for this contract/order:

CONTRACTING OFFICER REPRESENTATIVE

Name:TBD

Code:

Address:

Phone Number:

E-mail:

(b) It is emphasized that only the Contracting Officer has the authority to modify the terms of the contract, therefore, in no event will any understanding agreement, modification, change order, or other matter deviating from the terms of the basic contract between the Contractor and any other person be effective or binding on the Government.

When/If, in the opinion of the Contractor, an effort outside the existing scope of the contract is requested, the

Contractor shall promptly notify the PCO in writing. No action shall be taken by the Contractor unless the

Procuring Contracting Officer (PCO) or the Administrative Contracting Officer (ACO) has issued a contractual change.

5252.204-9503 EXPEDITING CONTRACT CLOSEOUT (NAVAIR) (JAN 2007)

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $1,000 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party might be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

5252.216-9210 TYPE OF CONTRACT (DEC 1999)

This is a FFP, CPFF and Cost Reimbursable contract.

5252.227-9213 PATENT MATTERS POINT OF CONTACT (OCT 2008)

The Point of Contact regarding Patent Matters for this contract is:

OFFICE OF PATENT COUNSEL / CODE 360012

SPAWARSYSCEN

53560 HULL STREET

SAN DIEGO, CA 92152-5001

619-553-3001

Do not submit interim and final invention reports to this address. See the clause at 5252.227-9206 for the proper address.

5252.232-9206 SEGREGATION OF COSTS (DEC 2003)

(a) The Contractor agrees to segregate costs incurred under this contract at the lowest level of performance, either task or subtask, rather than on a total contract basis, and to submit invoices reflecting costs incurred at that level.

Invoices shall contain summaries of work charged during the period covered, as well as overall cumulative summaries by labor category for all work invoiced to date, by line item, task or subtask.

(b) Where multiple lines of accounting are present, the ACRN preceding the accounting citation will be found in

Section B and/or Section G of the contract or in the task or delivery order that authorizes work. Payment of

Contractor invoices shall be accomplished only by charging the ACRN that corresponds to the work invoiced.

(c) Except when payment requests are submitted electronically as specified in the clause at DFARS 252.232-7003, Electronic Submission of Payment Requests, one copy of each invoice or voucher will be provided, at the time of submission to DCAA:

(1) to the Contracting Officer’s Representative or the Technical Representative of the Contracting Officer, and

(2) to the Procuring Contracting Officer.

Section H - Special Contract Requirements

H-1 UNDERSEA OPTICAL COMMUNICATIONS (OCOMMS) PROJECT ARRANGEMENT (PA)

THIRD PARTY TRANSACTIONS AND DISCLOSURE AND USE OF INFORMATION

(A) Definitions. For the purposes of this clause:

a. "OCOMMS PA Information" is defined as any information provided to, generated in, or used in the OCOMMS PA regardless of form or type, including that of a scientific, technical, business, or financial nature, and also including photographs, reports, manuals, threat data, experimental data, test data, designs, specifications, processes, techniques, inventions, drawings, technical writings, sound recordings, pictorial representations, and other graphical presentations, whether in magnetic tape, computer memory, or in any other form, and whether or not subject to copyright, Patents, or other legal protection.

b. “OCOMMS PA Equipment" is defined as any material, equipment, end item, subsystem, component, special tooling or test equipment acquired or provided for use in the

OCOMMS PA. Project equipment includes software and all OCOMMS system configurations.

c. “Participants” is defined as a signatory of the OCOMMS PA. OCOMMS PA signatories include the US Department of Defense (DoD) and the United Kingdom of Great Britain and Northern

Ireland (UK) Ministry of Defense (MOD).

d. “Participant Contractor” is defined as a US DoD or UK MOD Contractor that is incorporated to do business in the participant nation and performing work under a contractual arrangement with the

Participant Nation for purposes of the OCOMMS PA.

e. “Third Party” is defined as any entity not part of this contract as either a Government Participant;

or, a Participant Contractor or their subcontractor.

f. “Subcontractor” is defined as a US or UK entity incorporated to do business in the participant nation that has a contractual arrangement with a Participant Contractor for purposes of the

OCOMMS PA. “Subcontractor” includes a wholly owned subsidiary of the Participant Contractor or their subcontractor if incorporated to do business in the participant nation and has a contractual arrangement with a Participant Contractor for purposes of the OCOMMS PA.

g. “Procuring Contracting Officer” (PCO) is defined in Section G, Clause G-5 “Designation of

Procurement Contracting Officer and Appointment of Ordering Officer(s)” of this contract.

(B) Third Party Restrictions. The contractor, and all of its subcontractors or prospective subcontractors, are prohibited from selling, entering into a contract to sell, transferring title of, or disclosing or transferring possession of, any OCOMMS PA Equipment or Information to a Third Party, exclusive of any OCOMMS

PA Equipment or Information that has been approved for public release, to any Third Party without express written notification by the PCO that the proposed transaction is approved

a. Procedures

(1) If at any time the contractor desires to engage in a transaction restricted by paragraph (B) above, the contractor must submit a formal written request to that effect to the PCO prior to (a) forwarding an offer to sell, entering into a contract to sell, or transferring OCOMMS PA Equipment or Information to a Third

Party, or, (b) submittal of a request for an export license, if necessary, for the proposed transaction. The request shall include at a minimum the following information:

(i) A description of the defense equipment or information to be transferred, including quantity, number of units, unit price, and total value of proposed sale,

(ii) The identity of the new recipient (if applicable).

(a) (iii) The anticipated purpose, end use, and end user of the defense equipment or information.

(iv) If the contractor deems its request to be proprietary, the following paragraph shall be included in its request:

This request for sale or transfer of OCOMMS PA Equipment or Information includes data that shall not be disclosed outside of the United States Government and shall not be duplicated, used, or disclosed -- in whole or in part -- for any purpose other than to evaluate this request. This restriction does not limit the rights of the United States Government to use information contained in this data if it is obtained from another source without restriction.

(2) Upon receipt of a request submitted pursuant to (B)(1), the PCO will forward the request to the appropriate representative(s) for consideration and action. The PCO will notify the contractor when the requested transaction is approved or disapproved. The contractor may enter into the transaction specifically requested only upon receipt of PCO written approval notification that the requested transaction has been approved and; if required, separate export license or other necessary approval has been obtained.

a. For all transactions involving Third Parties, the contractor shall take appropriate measures to ensure that the Third Party does not re-transfer or use the OCOMMS PA Equipment or

Information provided to that Third Party in any manner inconsistent with the purposes approved by the U.S. Government.

b. The PCO's written notification of the approval of a transaction restricted by paragraph (b) involving a particular Third Party shall not constitute an approval by the U.S. Government of any desired future transaction restricted by paragraph (b) with either that Third Party or another Third

Party. Nor, does it constitute approval of an export license or other approvals that may be required in accordance with Participant export control laws and regulations.

c. The contractor acknowledges and agrees that this clause is a material requirement of the contract, and that its failure to follow any term of this clause entitles the Government to terminate the contract for default.

(3) The Participants’ and/or PCO approval for third party transactions is separate and distinct from export approval or license. The contractor shall comply with and separately obtain any applicable licenses or approvals in accordance with each Participant’s export control laws and regulations, as necessary.

(C) Disclosure and Use of OCOMMS PA Information:

a. The US Participant Contractor agrees that it will not retransfer or otherwise use any OCOMMS

PA Information received prior to award for any purpose other than responding to a solicitation issued in furtherance of the OCOMMS PA. The US Participant Contractor will not retransfer the

OCOMMS PA Information to a prospective subcontractor unless that prospective subcontractor is incorporated to do business in the US and/or the UK and has been legally bound to limit the use of the OCOMMS PA Information for purposes of responding to the solicitation. For prospective and/or actual subcontractors identified after award, the US Participant Contractor shall legally bind them to the same restrictions and obligations contained in this clause prior to providing any

OCOMMS PA Information or Equipment.

b. The US Participant Contractor agrees that all OCOMMS PA Information or Equipment received from the US Participant, whether that information or equipment originated from the US or UK

Participants or the UK Participant Contractor will not be retransfered or otherwise used for any purpose other than the purposes of the OCOMM PA, unless it receives written PCO approval.

The US Participant Contractor shall use the procedures identified in (B) a. to submit the request and receive written approval.

c. The US Participant Contractor agrees that it will not retransfer or otherwise use export-controlled information furnished by Participant Nations or developed under the OCOMMS PA for any purpose other than OCOMMS PA purposes. The US Participant Contractor agrees to not retransfer export-controlled information to another Contractor or subcontractor unless the

Contractor or subcontractor is incorporated to do business in the US and/or the UK and has been legally bound the Contractor or subcontractor to limit use of the information to OCOMMS PA purposes.

d. Under any circumstance and in addition to any of the processes contained in this contract, if exporting, reexporting, transferring, or retransferring export controlled OCOMMS PA Information and/or Equipment, the Contractor shall comply with and obtain any necessary licenses and/or approvals in accordance with Participant export control laws and regulations, and DFARS clause, 252.225-7048, Export-Controlled Items, as applicable.

(D) Marking, Handling, and Safeguarding. All controlled information provided by the Participants or developed during the performance of the contract must be marked, handled, and safeguarded in accordance with applicable export control and other requirements as documented in applicable CDRL instructions.

5252.227-9205 RIGHTS IN MASK WORKS (DEC 2002)

(a) Definitions.

As defined in 17 U.S.C. §901--

“Semiconductor chip product” is the final or intermediate form of any product--

(A) having two or more layers of metallic, insulating, or semiconductor material, deposited or otherwise placed on, or etched away or otherwise removed from, a piece of semiconductor material in accordance with a predetermined pattern; and

(B) intended to perform electronic circuit functions.

“Mask work” is a series of related images, however fixed or encoded--

(A) having, or representing the predetermined, three-dimensional pattern of metallic, insulating, or semiconductor material present or removed from the layers of a semiconductor chip product; and

(B) in which series the relation of the images to one another is that each image has the pattern of the surface of one form of the semiconductor chip product.

(b) For any and every mask work generated in the performance of work under this contract, the contractor grants to the Government a non-exclusive, irrevocable, royalty free, worldwide license to:

(1) reproduce or have reproduced the mask work by optical, electronic, or any other means; and

(2) import or distribute or have imported or distributed a semiconductor chip product in which the mask work is embodied.

(c) The contractor shall include this clause, suitably modified to replace “contractor” with “subcontractor” in all subcontracts, regardless of tier, in which a mask work is likely to be created in the performance of the work under the subcontract. The contractor shall not obtain rights in the subcontractor’s mask works as any part of the consideration for awarding the subcontract.

(d) This license is specific to mask work rights and shall not be construed to broaden any proprietary rights to technical data or computer software.

5252.227-9207 LIMITED RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS INFORMATION

(APRIL 2010)

(a) Definition.

“Confidential Business Information,” (Information) as used in this clause, is defined as all forms and types of financial, business, economic or other types of information other than technical data or computer software/computer software documentation, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if -- (1) the owner thereof has taken reasonable measures to keep such Information secret, and (2) the Information derives independent economic value, actual or potential from not being generally known to, and not being readily ascertainable through proper means by, the public. Information does not include technical data, as that term is defined in DFARS 252.227-7013(a)(14), 252.227-7015(a)(4), and 252.227-7018(a)(19). Similarly, Information does not include computer software/computer software documentation, as those terms are defined in DFARS 252.227-7014(a)(4) and 252.227-7018(a)(4).

(b) The Space and Naval Warfare Systems Command (SPAWAR) may release to individuals employed by

SPAWAR support contractors and their subcontractors Information submitted by the contractor or its subcontractors pursuant to the provisions of this contract. Information that would ordinarily be entitled to confidential treatment may be included in the Information released to these individuals. Accordingly, by submission of a proposal or execution of this contract, the offeror or contractor and its subcontractors consent to a limited release of its Information, but only for purposes as described in paragraph (c) of this clause.

(c) Circumstances where SPAWAR may release the contractor’s or subcontractors’ Information include the following:

(1) To other SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR in handling and processing Information and documents in the administration of SPAWAR contracts, such as file room management and contract closeout; and,

(2) To SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR in accounting support services, including access to cost-reimbursement vouchers.

(d) SPAWAR recognizes its obligation to protect the contractor and its subcontractors from competitive harm that could result from the release of such Information. SPAWAR will permit the limited release of Information under paragraphs (c)(1) and (c)(2) only under the following conditions:

(1) SPAWAR determines that access is required by other SPAWAR contractors and their subcontractors to perform the tasks described in paragraphs (c)(1) and (c)(2);

(2) Access to Information is restricted to individuals with a bona fide need to possess;

(3) Contractors and their subcontractors having access to Information have agreed under their contract or a separate corporate non-disclosure agreement to provide the same level of protection to the Information that would be provided by SPAWAR employees. Such contract terms or separate corporate non-disclosure agreement shall require the contractors and subcontractors to train their employees on how to properly handle the Information to which they will have access, and to have their employees sign company non disclosure agreements certifying that they understand the sensitive nature of the Information and that unauthorized use of the Information could expose their company to significant liability. Copies of such employee non disclosure agreements shall be provided to the Government;

(4) SPAWAR contractors and their subcontractors performing the tasks described in paragraphs (c)(1) or (c)(2) have agreed under their contract or a separate non-disclosure agreement to not use the Information for any purpose other than performing the tasks described in paragraphs (c)(1) and (c)(2); and,

(5) Before releasing the Information to a non-Government person to perform the tasks described in paragraphs

(c)(1) and (c)(2), SPAWAR shall provide the contractor a list of the company names to which access is being granted, along with a Point of Contact for those entities.

(e) SPAWAR’s responsibilities under the Freedom of Information Act are not affected by this clause.

(f) The contractor agrees to include, and require inclusion of, this clause in all subcontracts at any tier that requires the furnishing of Information.

5252.227-9215 QUALIFIED U.S. CONTRACTORS FOR EXPORT-CONTROLLED TECHNICAL DATA (JAN

1992)

(a) By Department of Defense (DoD) Directive 5230.25 (hereinafter referred to as “the Directive”), a program was established to allow Qualified U.S. Contractors to obtain export-controlled technical data under certain conditions.

A “Qualified U.S. Contractor” is a private individual or enterprise (hereinafter described as a U.S. Contractor”) that, in accordance with procedures established by the Under Secretary of Defense for Research and Engineering, certifies, as a condition of obtaining export-controlled technical data subject to the Directive from the Department of

Defense, that:

(1) The individual who will act as recipient of the export-controlled technical data on behalf of the U.S. contract is a

U.S. citizen or a person admitted lawfully into the United States for permanent residence and is located in the United

States.

(2) Such data are needed to bid or perform on a contract with the Department of Defense, or other U.S. Government agency, or for other legitimate business purposes in which the U.S. contractor is engaged, or plans to engage. The purpose for which the data is needed shall be described sufficiently in such certification to permit an evaluation of whether subsequent requests for data are related properly to such business purpose.

(3) The U.S. contractor acknowledges its responsibilities under U.S. export control laws and regulations (including the license prior to the release of technical data within the United States) and agrees that it will not disseminate any export-controlled technical data subject to the Directive in a manner that would violate applicable export control laws and regulations.

(4) The U.S. contractor also agrees that, unless dissemination is permitted by the Directive, it will not provide access to export-controlled technical data subject to the Directive to persons other than its employees or persons acting on its behalf, without the permission of the DoD component that provided the technical data.

(5) To the best of its knowledge and belief, the U.S. contractor knows of no person employed by it, or acting on its behalf, who will have access to such data, who is debarred, suspended or otherwise ineligible to perform under U.S.

Government contracts; or has violated U.S. export control laws or a certification previously made to the Department of Defense under the provisions of the Directive.

(b) Private individuals or enterprises are certified as Qualified U.S. Contractors by submitting a DD Form 2345 to

Commander, Defense Logistics Services Center (DLSC), ATTN: DLSC-FEB, Federal Center, Battle Creek, Michigan 49017-3084.

(c) Canadian contractors may be qualified in accordance with the Directive for technical data that do not require a license for export to Canada under section 125.12 of the International Traffic in Arms Regulations and sections

379.4(d) and 379.5(e) of the Export Administration Regulations, by submitting an equivalent certification to the

DLSC.

5252.227-9217 POST-AWARD IDENTIFICATION AND ASSERTION OF RESTRICTIONS ON TECHNICAL

DATA PERTAINING TO A COMMERCIAL ITEM AND COMMERCIAL COMPUTER SOFTWARE (DEC

2014)

a. Definitions. Unless otherwise specified in this provision, the terms used in this provision are defined in the

FAR/DFARS, as applicable.

b. Post-Award Assertions. In addition to the pre-award assertions made in the Attachment pursuant to provision

5252.227-9216, other assertions on technical data pertaining to a commercial item and commercial computer software may be identified after award when based on new information or inadvertent omissions, unless the inadvertent omissions would have materially affected the source selection decision. Such identifications and assertions shall be submitted to the contracting officer as soon as practicable prior to the scheduled date for delivery of the technical data/computer software, using the same table format for pre-award assertions found at provision

5252.227-9216 and signed by an official authorized to contractually obligate the Contractor

c. Licenses. The Contractor shall provide copies of all commercial license(s) for the commercial technical data or commercial computer software Offeror proposes to deliver under this clause. The Government will review the licenses to ensure that the licenses terms are consistent with federal procurement law and meet the Government’s end user needs.

d. Use of Open Source Software Without Delivery. The Government treats Open Source Software (OSS) as a category of commercial computer software.