N00173-13-R-RK03_SF33.pdf

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SOLICITATION NUMBER N00173-13-R-RK03

Solicitation Number: N00173-13-R-RK03 Page 2 of 85

PART I—THE SCHEDULE

SECTION B - SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SUPPLIES/SERVICES AND COSTS

ITEM

NO SUPPLIES/SERVICES

MAXIMUM

ESTIMATED

COST

FIXED FEE MAXIMUM ESTIMATED

COST PLUS FIXED FEE

0001 $0.00 $0.00 $0.00

Noun: ESM Division Digital Signal Processing (DSP) and Software Development Support

PSC AC62

Contract Type: Cost Plus Fixed Fee (Term)

Ordering Period: Date of Award through three (3) years

FOB: Destination

Descriptive Data:

The Contractor shall furnish all labor, material, travel, and items reasonably required to accomplish task orders issued pursuant to the requirements contained in the Performance Work Statement (PWS) entitled “Electronic Support Measures (ESM) Branch Digital Signal Processing (DSP) and Software Development Support Services”, and IAW Section G clause “G-10, Ordering Procedures.” For funding purposes, individual task orders issued under this Contract may include Task Order Line Item Numbers for either or both severable services and non-severable services for the requirements contained in the SOW.

ITEM

NO SUPPLIES/SERVICES

MAXIMUM

ESTIMATED

COST

FIXED FEE MAXIMUM ESTIMATED

COST PLUS FIXED FEE

Not Separately

Priced

Not Separately

Priced Not Separately Priced

Noun: Hardware Deliverables

PSC AC62

Contract Type: Cost Plus Fixed Fee

Ordering Period: Date of Award through three (3) years

FOB: Destination

Limitations of Liability: To be defined in each TO

Descriptive Data:

The Contractor shall deliver all hardware as required by individual task orders. The price of this CLIN is included in CLIN 0001.

ITEM SUPPLIES/SERVICES MAXIMUM FIXED FEE MAXIMUM ESTIMATED

Solicitation Number: N00173-13-R-RK03 Page 3 of 85

NO ESTIMATED

COST

COST PLUS FIXED FEE

Not Separately

Priced

Not Separately

Priced Not Separately Priced

Noun: Software Deliverables

PSC AC62

Contract Type: Cost Plus Fixed Fee

Ordering Period: Date of Award through three (3) years

FOB: Destination

Limitations of Liability: To be defined in each TO

Descriptive Data:

The Contractor shall deliver all software as required by individual task orders. The price of this CLIN is included in CLIN 0001.

ITEM

NO SUPPLIES/SERVICES

MAXIMUM

ESTIMATED

COST

FIXED FEE MAXIMUM ESTIMATED

COST PLUS FIXED FEE

Not Separately

Priced

Not Separately

Priced Not Separately Priced

Noun: Data and Reports

PSC AC62

Contract Type: Cost Plus Fixed Fee

DD1423 is Exhibit A

Descriptive Data:

The Contractor shall furnish all data as required by the Contract Data Requirements List (CDRL), DD Form 1423, which is hereby incorporated as Exhibit A. Applicable data will be indicated on each task order issued hereunder. The price of this CLIN is included in CLINs 0001.

TOTAL MAXIMUM NOT-TO-EXCEED AMOUNT $

B-2 DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM

QUANTITY

MINIMUM AMOUNT MAXIMUM

QUANTITY

MAXIMUM AMOUNT

$10,000.00 $10,000.00 $6,400,000.00 $6,400,000.00

Solicitation Number: N00173-13-R-RK03 Page 4 of 85

B-3 TRAVEL COSTS

(a) Except as otherwise provided herein, the contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46 and the Joint Travel Regulations (JTR). The costs to be reimbursed shall be those costs accepted by the cognizant DCAA office.

(b) Reimbursable travel costs include only that travel performed from the contractor's facility to the worksite, in and around the worksite, and from the worksite to the contractor's facility.

(c) Relocation costs and travel costs incidental to relocation are allowable to the extent provided for in FAR 31.204-35; however, contracting officer approval shall be required prior to incurring relocation expenses and travel costs incidental to relocation.

(d) The contractor shall not be reimbursed for the following daily local travel costs:

(i) Travel at U.S. military installations where government transportation is available;

(ii) Travel performed for personal convenience/errands, including commuting to and from work; and

(iii) Travel costs incurred in the replacement of personnel when such replacement is accomplished for the contractor's or employee's convenience.

B-4 ELECTRONIC ISSUANCE OF ORDERS

In accordance with FAR 52.216-18 – Ordering paragraph (c), electronic commerce methods are authorized under this contract.

Solicitation Number: N00173-13-R-RK03 Page 5 of 85

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF OBJECTIVES

C-1 PERFORMANCE WORK STATEMENT

The work and services to be performed hereunder shall be subject to the requirements and standards contained in Exhibit B, Performance Work Statement, Exhibit A, Contract Data Requirements List, which are incorporated by reference into Section C.

C-2 TASK ORDERS

The specific work to be carried out shall be further described in orders issued under this contract.

C-3 MINIMUM PERSONNEL REQUIREMENTS AND LABOR CATEGORIES

a. Minimum Personnel Requirements are located in Exhibit B, Performance Work Statement (Section 2.6)

Beyond the labor categories given in Exhibit B, the government is not specifying the personnel qualifications for tasks issued under this contract.

b. The following is the anticipated distribution by labor category of the maximum level of effort. This distribution shall be used by the offeror in preparing the cost proposal. If the offeror uses labor category terminology other than that used here, the offeror must provide a matrix clearly relating their proposed labor categories to those listed here.

Labor Category Year 1 hours Year 2 hours Year 3 hours Total hours

DSP Hardware/Software Engineer 2000 2000 2000 6000

Senior Software Engineer 4000 4000 4000 12000

Software Engineer 6000 6000 6000 18000

Totals 12000 12000 12000 36000

C-4 CONTRACTOR PERSONNEL INDENTIFICATION

Pursuant to DFARS 211.106 contractor employees shall identify themselves as contractor personnel by introducing themselves or being introduced as contractor personnel and displaying distinguishing badges or other visible identification for meetings with Government personnel. In addition, contractor personnel shall appropriately identify themselves as contractor employees in telephone conversations and in formal and informal written correspondence.

C-5 REQUIREMENTS FOR ON-SITE CONTRACTORS

For any work under this contract performed at any NRL site, the contractor shall comply with the requirements given in Exhibit C, Requirements for On-Site Contractors.

C-6 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

(a) The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the [NAMED COMPONENT] 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;

Solicitation Number: N00173-13-R-RK03 Page 6 of 85

(5) V, Freight and Shipping ONLY.

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

(c) 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.

Solicitation Number: N00173-13-R-RK03 Page 7 of 85

SECTION D

PACKAGING AND MARKING

All unclassified data shall be preserved, packaged, packed and marked and must conform to normal commercial packing standards to assure safe delivery at destination. Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated February 28, 2006, and the DD 254, Contract Security Classification Specification.

Solicitation Number: N00173-13-R-RK03 Page 8 of 85

SECTION E

INSPECTION AND ACCEPTANCE

E-1 INSPECTION AND ACCEPTANCE CLAUSES INCORPORATED BY REFERENCE

FAR CLAUSE TITLE

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

DFARS CLAUSE TITLE

252.246-7000 Material Inspection and Receiving Report (MAR 2008)

E-2 INSPECTION AND ACCEPTANCE

(a) Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 N00173 Government N00173 Government

0002 N00173 Government N00173 Government

0003 N00173 Government N00173 Government

0004 N00173 Government N00173 Government

(b) Items 0001 through 0003: Acceptance shall be made by the task order Contracting Officer Representative (COR) or an authorized representative of the Government upon receipt of a copy of the authorization for services and the original certification of performance.

(c) Items 0004: Inspection and acceptance of all data shall be specified in on the attached Contract Data Requirements List(s), DD Form 1423.

Solicitation Number: N00173-13-R-RK03 Page 9 of 85

SECTION F

DELIVERIES OR PERFORMANCE

F-1 DELIVERIES OR PERFORMANCE CLAUSES INCORPORATED BY REFERENCE:

FAR CLAUSE TITLE

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

52.247-34 - F.O.B. Destination (NOV 1991)

F-2 PERIOD OF PERFORMANCE

(a) The effective period of this contract during which delivery orders/task orders may be issued is as follows:

CLIN Ordering Period

0001 Date of Award through 3 years

0002 Date of Award through 3 years

0003 Date of Award through 3 years

0004 Date of Award through 3 years

(b) Each delivery/task order shall specify its period of performance.

(c) All deliverables under each order shall be shipped FOB Destination.

(d) The place of delivery will be defined in each task order:

Receiving Officer

Naval Research Laboratory

Contract Number:

ATTN:

CODE:

LOCATION:

(e) Each task order shall specify its place of performance.

F-3 PLACE OF PERFORMANCE

The principal place of performance of this contract shall be at NRL, Washington, DC.

F-4 DELIVERABLES

(a) Each task order shall establish any additional required deliverables and a schedule for submission.

Deliverables shall be provided to the Contracting Officer’s Representative (COR) appointed under separate letter upon award, or as specified in the individual task order(s).

Solicitation Number: N00173-13-R-RK03 Page 10 of 85

SECTION G

CONTRACT ADMINISTRATION DATA

G-1 CONTRACT ADMINISTRATION

To expedite administration of this contract, the following delineation of duties is provided including the names and contact information for each individual or office specified. Contact the individual/position designated as having responsibility for any questions, clarifications or information regarding the functions assigned herein.

The Contract Administration Office (CAO) designated in Block 20A on the Standard Form 26 is responsible for all matters specified in FAR 42.302(a) and DFARS 242.302(a), except in those areas otherwise designated herein.

The ACO shall direct procuring agency inquiries as follows:

● Contract Specialist—Kristopher Ramsey, Code 3220, 202-767-3782, kristopher.ramsey@nrl.navy.mil

● Contracting Officer—Susan Wilson, code 3220, 202-767-0666, susan.wilson@nrl.navy.mil

● Security matters—Contracting Officer for Security, code 1226, 202-767-2240, DSN 297-2240, security-group@nrl.navy.mil

● Safety matters—Head Safety Branch, code 3540, 202-767-2232, safety@nrl.navy.mil

● Patent matters—Associate Counsel (Intellectual Property), code 1008.2, 202-404-1552, DSN 297-1552, patents@nrl.navy.mil

● Release of data—Public Affairs Officer, code 1030, 202-767-2541, DSN 297-2541, publicaffairs@nrl.navy.mil.

Contract administration functions withheld, additional contract administration functions assigned, or special instructions are set forth below: None.

Inquiries regarding payment should be referred to DFAS at www.dod.mil/dfas/contractorpay/myinvoice.html.

G-2 CONTRACTING OFFICER’S REPRESENATIVE (COR)

* is hereby designated as the contracting officer’s representative (COR). Unless terminated sooner, this appointment is effective for the period of performance of this contract including any options, if exercised. COR authority may not be re-delegated. No change in COR assignment shall be made without written notice by the contracting officer, who will modify the contract to reflect the change of COR assignment. The contracting officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor via contract modification.

The responsibilities and limitations of the COR are listed below.

The COR is responsible for the following:

(1) Providing technical direction and guidance as necessary with respect to the performance of work under this contract. Technical direction and guidance may be used to provide technical advice, recommendations, and clarifications on the Performance Work Statement/specifications. It MAY NOT be used to tell the contractor how to perform the work.

(2) Submitting interim and final Contractor Performance Assessment Reports (CPARS) at www.cpars.csd.disa.mil/cparsmain.htm

(3) Quality assurance of services performed or deliveries made

(4) Inspection and acceptance of services or deliverables

(5) Ensuring government-furnished property, to include any contractor use of on-site equipment and/or information technology resources, is adequately monitored and accounted for

(6) Security requirements on Government installation, such as the request and retrieval of personnel security badges and vehicle passes

Solicitation Number: N00173-13-R-RK03 Page 11 of 85

(7) Monitoring contractor's performance and promptly report problems and recommendations for corrective action to the contracting officer

(8) Annually, furnish a written report on performance of the contractor to the contracting officer, and, if deemed necessary, attending a follow-up meeting to discuss

(9) Attend post-award conference, if conducted

(10) Ensuring a copy of all Government technical correspondence, to include technical direction memorandums and guidance, is forwarded to the contracting officer for attachment to the contract and placement in the contract file

(11) Monitoring of funds expended

(12) Ensuring that the Contractor does not exceed the defined Performance Work Statement set forth in the contract.

The COR is not authorized to take any action, either directly or indirectly, that could result in a change in the cost, price, quantity, quality, place of performance, delivery schedule, or any other terms or conditions of the contract.

If, as a result of technical discussions, it is desirable to alter contract obligations or the Performance Work Statement and/or specifications, a modification must be issued in writing and signed by the contracting officer to effect such changes. No such changes shall be made without the express written prior authorization/direction of the contracting officer.

G-3 GOVERNMENT FURNISHED PROPERTY

The Government will provide item(s) of Government property to the Contractor for use in the performance of this contract. The following Government property will be furnished to the contractor on a rent-free basis for use in performing the contract:

Services: The government will provide internet access to the Navy/Marine Corps Intranet as required when performing tasks outlined in this PWS.

Facilities: The government will provide necessary workspaces for the contractor staff to provide the support outlined in the PWS to include desk space, telephones, computers, and other items necessary to maintain an office environment.

Utilities: The government will provide all utilities for the facility/facilities in which the contractor is required to work. Utilities will be available for the contractor’s use in performance of tasks outlined in this PWS. The contractor shall instruct employees in utilities conservation practices. The contractor shall be responsible for operating under the conditions that preclude the waste of utilities, which include turning off the water faucets or valves after using the required amount to accomplish cleaning equipment.

Equipment: The government provided equipment, as required when performing tasks outlined in this PWS, will be identified at the task level.

All government furnished property shall be used and maintained by the Contractor in accordance with provisions of the “Government Property” clause included in this contract.

Any/all Government property provided to the Contractor shall be for use in the performance of this contract only.

This property shall be used and maintained by the Contractor in accordance with provisions of the “Government Property” clause. The contractor may be tasked to acquire incidental equipment or materials for the Government’s use under individual task order(s). Upon completion of the contract, all property acquired/used/provided shall be returned to the Government. Any/all GFP provided to the Contractor shall be returned to the Government upon completion of the order or termination of the order/contract.

G-4 ONR 5252.242-9718 - TECHNICAL DIRECTION (FEB 02)

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

Solicitation Number: N00173-13-R-RK03 Page 12 of 85

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 clause, 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 work statement, which is not affected by the disputed technical direction.

G-5 SUBCONTRACTORS/CONSULTANTS

a.Advance notification or requests for consent pursuant to the contract clause entitled "Subcontracts" (FAR 52.244-2) shall be directed to the cognizant administrative contracting officer (ACO).

b.(Paragraph (j) of FAR 52.244-2 is filled in as follows. The following subcontractor/consultants have been identified in the Contractor’s proposal as necessary for performance of this contract and were evaluated during negotiations:

Subcontractor/Consultant Name Estimated Total Cost

[To Be Completed at Award]

G-6 ACCOUNTING AND APPROPRIATION DATA

Each task order will contain the accounting and appropriation data for payment under this contract.

G-7 TASK ORDER PROCEDURES FOR INDEFINITE QUANTITY CONTRACTS

The following procedure shall be followed when placing task orders under this contract:

(a) Only properly appointed Contracting Officers employed at the Naval Research Laboratory (NRL) shall issue task orders under this contract.

(b) A DD Form 1155 will be issued for each task order. The DD Form 1155, "Order for Supplies or Services" shall constitute the instrument for the placement of requirements under this contract.

(c) Task orders under this contract will be issued on a cost-plus-fixed-fee basis and may be either completion or term form (see FAR 16.306). Each task order shall be subject to either FAR 52.232-20 Limitation of Cost or FAR 52.232-22 Limitation of Funds, as appropriate.

Solicitation Number: N00173-13-R-RK03 Page 13 of 85

Each term form task order is subject to the terms and conditions of the clause in Section H entitled "Level of Effort Task Orders".

(d) Prior to the issuance of a task order, the contractor will be provided with the statement of work and shall promptly submit a cost proposal for performing the work. The fixed fee shall be in the same proportion to the estimated cost for each task order as the maximum fixed fee is to the maximum estimated cost for the contract as set forth in Section B.

(e) Task orders issued shall include, but not be limited to, the following information:

(1) Date of Order

(2) Contract Number and Task Order Number

(3) Accounting and Appropriation Data

(4) Description of the Work To Be Performed

(5) Level of Effort (if applicable)

(6) DD Form 1423 (Contract Data Requirements List)

(7) Place of Performance

(8) Period of Performance

(9) Estimated Cost Plus Fixed Fee

(10) List of Government furnished material and the estimated value thereof for each order.

(f) The ceiling amount for each task order will be the ceiling price stated therein and may not be exceeded except when authorized by a modification to the task order by the contracting officer.

G-8 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS

(COST-REIMBURSEMENT)

252.204-0006 Line Item Specific: Proration. (SEP 2009)

The payment office shall make payment from each ACRN in the same proportion as the amount of funding currently unliquidated for each ACRN.

G-9 INFORMATIONAL SUBLINE ITEMS

It is anticipated that the research and development services performed under this contract will be paid for from multiple sources of funds. Informational subline items will be established as necessary to identify each accounting citation classification.

G-10 INFORMATION REQUIRED FOR SUBMISSION OF EACH ORDER

(a) The COR assigned in Section G will provide the contractor with a Statement of Work (SOW) for each order.

The Contractor shall provide the COR with a proposal in response to the SOW. The COR will prepare an acquisition package and forward to the NRL Contracting Division for issuance of an order.

(b) Direct labor hours, travel and material costs are subject to negotiation prior to award of task order. To fully evaluate each order proposal, the contractor shall provide the following. as applicable:

(1) A time-phased (e.g., monthly, quarterly, etc.) breakdown of direct labor by labor category.

(2) A complete breakdown of travel identifying each cost mode of travel and the reason.

(3) A complete list of all materials, including quantity and cost. The contractor shall provide specific documentation to serve as the basis for price verification (e. g., vendor quotations, invoices, published price lists, GSA schedule lists, etc.).

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G-11 DFARS 252.232-7006 – WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JUN 2012)

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 Central Contractor Registration 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).

a. For CPFF Task Orders the Contractor shall submit the following

Cost Voucher

b. For FFP Task Orders the Contractor shall submit the following

Invoice and Receiving Report (Combo)

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

Not Applicable http://www.acq.osd.mil/dpap/dars/dfars/html/current/252232.htm https://www.acquisition.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/

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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 N00173

Admin DoDAAC *

Inspect By DoDAAC N00173

Ship To Code N00173

Mark For Code *

Service Approver (DoDAAC) N00173

Service Acceptor (DoDAAC) N00173

LPO DoDAAC N00173

DCAA Auditor DoDAAC *

[*To Be Completed at Award]

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 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.

Donna Washington: donna.washington@nrl.navy.mil or 202-767-0547

Javanka Caton: jovanka.caton@nrl.navy.mil or (202) 404-3557

Clara O’Neal: clara.oneal@nrl.navy.mil or (202) 767-2120

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

(End of clause) mailto:donna.washington@nrl.navy.mil mailto:jovanka.caton@nrl.navy.mil mailto:clara.oneal@nrl.navy.mil

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SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1 TYPE OF CONTRACT

The Government contemplates award of an Indefinite Delivery Indefinite Quantity contract with cost-plus-fixed-fee completion form and cost-plus-fixed-fee term form task orders.

H-1 ONR 5252.237-9705 - KEY PERSONNEL (DEC 88)

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

(b) The contractor understands that during the first ninety (90) days of the contract performance period, no personnel substitutions will be permitted unless these substitutions are unavoidable because of the incumbent's sudden illness, death or termination of employment. In any of these events, the contractor shall promptly notify the contracting officer and provide the information described in paragraph (c) below. After the initial ninety (90) day period the contractor must submit to the contracting officer all proposed substitutions, in writing, at least thirty (30) days in advance (sixty (60) 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 résumé 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 of his/her approval or disapproval thereof.

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

The following are identified as key personnel: *

Labor Category First/M/Last Name

DSP Hardware/Software Engineer

Senior Software Engineer

*To be completed at time of award

H-2 ONR 5252.235-9714, REPORT PREPARATION (JULY 2005)

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

NOTE: All NISO American National Standards are available as free, downloadable pdf(s) at http://www.niso.org/standards/index.html. NISO standards can also be purchased in hardcopy form from NISO Press Fulfillment, P. O. Box 451, Annapolis Junction, MD 20701-0451 USA. Telephone U.S. and Canada: (877) 736-6476; Outside the U.S. and Canada: 301-362-6904 fax: 301-206-9789.

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H-3 GOVERNMENT- FURNISHED PROPERTY

The following Government property will be furnished to the contractor on a rent-free basis for use in performing the contract:

(To be completed at time of award, as required)

H-4 REPRESENTATIONS AND CERTIFICATIONS

The contractor’s ORCA representations and certifications valid from [to be filled in] to [to be filled in] are incorporated herein by reference.

The contract-specific representations and certifications submitted by the contractor for this award are hereby incorporated by reference.

H-5 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Definitions.

The term “contractor” includes the contractor and its employees, affiliates, marketing consultants (if any), consultants, and subcontractors at all tiers.

“Organizational conflict of interest” (“OCI”) means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. FAR 2.101. An OCI may result when (1) activities or relationships create an actual or potential conflict of interest related to the performance of the Performance Work Statement (PWS) of this contract; or, (2) when the nature of the PWS on this contract creates an actual or potential conflict of interest with respect to the contractor in relation to a future acquisition.

“Marketing consultant,” means any independent contractor who furnishes advice, information, direction, or assistance to an offeror or any other contractor in support of the preparation or submission of an offer for a Government contract by that offeror. An independent contractor is not a marketing consultant when rendering—

(1) services excluded in FAR Subpart 37.2; (2) routine engineering and technical services (such as installation, operation, or maintenance of systems, equipment, software, components, or facilities); (3) routine legal, actuarial, auditing, and accounting services; and (4) training services.

(b) In accordance with the guidance in FAR Subpart 9.5, the contracting officer has determined that potentially significant organizational conflicts of interest (OCIs) could result if the contractor is allowed to participate (at any level) in future federal Government acquisitions that include requirements that may be established or affected by the performance of the PWS by the contractor under this contract.

(c) It is understood and agreed that the contractor may be ineligible (unless expressly exempted as provided in FAR Part 9.5) to act as a prime contractor, subcontractor, or consultant or subcontractor to any prime contractor or subcontractor at any tier, for any future requirements (for services, systems, or components of systems) procured by any federal Government activity where the contractor, in performance of the PWS under this contract, has provided or is providing support (as described in FAR 9.505-1 through 9.505-4) that establishes or affects future requirements or may affect the future competition.

(d) The contracting officer responsible for securing future requirements, in his/her sole discretion, may make a determination to exempt the contractor from ineligibility as described in subparagraph (c) above provided the Contractor submits an acceptable mitigation plan.

(1) Items for consideration in a mitigation plan include the following: identification of the organizational conflict(s) of interest; a reporting and tracking system; an organizational conflict of interest compliance/enforcement plan, to include employee training and sanctions, in the event of unauthorized disclosure of sensitive information; a plan for organizational segregation (e.g., separate reporting chains); data security measures; and, nondisclosure agreements.

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(2) The Government’s determination regarding the adequacy of the mitigation plan or the possibility of mitigation is a unilateral decision made solely at the discretion of the Government and is not subject to the Disputes clause of the contract. The Government may terminate the contract for default if the contractor fails to implement and follow the procedures contained in any approved mitigation plan.

(3) Nothing contained herein shall preclude the contracting officer in future federal Government acquisitions from making his/her own determination as to whether an OCI exists and whether any such OCI has been successfully mitigated.

(e) The contractor shall apply this clause to any subcontractors or consultants who: have access to proprietary information received or generated in the performance of this contract; and/or, who participate in the development of data, or participate in any other activity related to this contract which is subject to the terms of this clause at the prime contractor level.

(f) The contactor agrees that it and its subcontractors at all levels shall use reasonable diligence in protecting proprietary data/information that is received or generated in performance of this contract in accordance with this clause and any other clause of this contract pertaining to the nondisclosure of information. The contractor further agrees that neither it nor its subcontractors will willfully disclose proprietary data/information that is received or generated in the performance of this contract without the prior permission of the contracting officer, and that proprietary information shall not be duplicated, used or disclosed, in whole or part, for any purpose other than to accomplish the work required by the contract.

(g) The contractor and its subcontractors at all levels shall inform their employees that they are required to comply with the applicable requirements and restrictions contained in: restrictive markings applicable to data/information that they receive or generate in the performance of this contract; FAR Subpart 9.5 pertaining to actual or potential OCIs; FAR 3.104 pertaining to requirements and restrictions under the Procurement Integrity Act; and Defense FAR Supplement (DFARS) 252.204-7000 pertaining to “Disclosure of Information.”

(h) The contractor agrees to enter into written agreements with all companies whose proprietary data it shall have access to and to protect such data from unauthorized use or disclosure as long as it remains proprietary. The contractor shall furnish to the contracting officer copies of these written agreements. The contractor agrees to protect the proprietary data and rights of other organizations disclosed to the contractor during performance of this contract with the same caution that a reasonably prudent contractor would use to safeguard its own highly valuable property. The contractor agrees to refrain from using proprietary information for any purpose other than that for which it was furnished.

(i) The contractor shall not distribute reports, data or information of any nature received or arising from its performance under this contract, except as provided by this contract or as may be directed by the contracting officer.

(j) The contractor agrees that if in the performance of this contract it discovers a potential OCI, a prompt and full disclosure shall be made in writing to the contracting officer. This disclosure shall include a description of the actions the contractor has taken, or proposes to take, to avoid or mitigate such conflicts.

H-6 SPECIAL CONTRACT REQUIREMENT REGARDING NONDISCLOSURE OF INFORMATION

Data includes all data, information, and software, regardless of the medium (e.g., electronic or paper) and/or format in which the data exists, and includes data that is derived from, based on, incorporates, includes or refers to such data. In the course of performing this contract, the contractor may be or may have been given access to source selection information (as defined in Federal Acquisition Regulation [FAR] 3.104); data that has been assigned (or data that is generated by the contractor that should be assigned) a contractually required or other government distribution control (such as a distribution statement prescribed in DoD Directive 5230.24); and/or data that has been given a restrictive legend by the source of the data such as “business sensitive,” “proprietary,” “confidential,” or word(s) with similar meaning that impose limits on the use and distribution of the data (see for example FAR 52.215-1(e)). All such data with limitations on use and distribution are collectively referred to herein as “protected data.”

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This special contract requirement supplements and implements Defense FAR Supplement (DFARS) 252.204- 7000, Disclosure of Information. As a condition to receiving access to protected data, the contractor shall (1) prior to having access to protected data, obtain the agreement of the source of the protected data to permit access by the contractor to such protected data; (2) use the protected data solely for the purpose of performing duties under this contract unless otherwise permitted by the source of the protected data; (3) not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof, to any employee of the contractor unless and until such employee has been informed of the restrictions on use and distribution of the protected data and agreed in writing to conform with the applicable restrictions; (4) not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof, to any non-government person or entity (including, but not limited to, affiliates, subcontractors, successors and assignees of the contractor), unless the contracting officer and the source of the protected data have given prior written approval (which shall be conditioned upon the person receiving the protected data having been informed of the restrictions on use and distribution of the protected data and having agreed in writing to conform with the applicable restrictions; (5) establish and execute safeguards to prevent the unauthorized use or distribution of protected data.

Any unauthorized use, disclosure or release of protected data may result in substantial criminal, civil, and/or administrative penalties to the contractor or to the individual who violates a restriction on use or distribution of protected data. Any agreement with another company regarding access to that company’s protected data shall not create any limitation on the government or its employees with regard to such data. A copy of each executed company and individual nondisclosure agreement relating to this contract shall be provided to the contracting officer’s representative (COR).

Appropriate restrictive legends will be included by the contractor on any copies and reproductions made of all or any part of the protected data and any data that is derived from, based upon, incorporates, includes, or refers to the protected data. When the contractor’s need for such protected data ends, the protected data shall be returned promptly to the protected data’s source, with notice to the COR. However, the obligation not to use, disclose, release, reproduce, or otherwise provide or make available such protected data, or any portion thereof, shall continue, even after completion of the contract, for so long as required by the terms of any agreement pertaining to the protected data between the contractor and the source of the protected data, or (in the case of government information) for so long as required by applicable law and regulation. Any actual or suspected unauthorized use, disclosure, release, or reproduction of protected data or violation of this agreement, of which the company or any employee is or may become aware, shall be reported promptly (within one business day after discovery and confirmation) to the COR.

H-7 LEVEL OF EFFORT TASK ORDERS

(a) In the performance of each term form task order issued under this contract, the contractor agrees to provide the level of effort specified in the task order and in accordance with this provision.

(b) It is understood and agreed that the rate of direct labor hours expended each month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total hours of effort prior to the expiration of the term of the task order. The contractor is required to notify the contracting officer when 85% of the total level of effort of the task order has been expended.

(c) If, during the term of the task order, the contractor finds it necessary to accelerate the expenditure of direct labor under the task order to such an extent that the total hours of effort specified would be used prior to the expiration of the term, the contractor shall notify the contracting officer in writing setting forth the acceleration required, the probable benefits that would result, and an offer to undertake the acceleration at no increase in the estimated cost or fixed fee, together with an offer setting forth a proposed level of effort, cost breakdown, and proposed fixed-fee for continuation of the work until expiration of the term of the task order. If the maximum amount specified in the contract is not adequate to accommodate the anticipated accelerated expenditure of direct labor, the contractor shall also include in its offer a proposed increase of the maximum amount, cost breakdown, and proposed fixed-fee for the increase. The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by current law, regulations, or directives, Solicitation Number: N00173-13-R-RK03 Page 20 of 85 and that the offer, with a written notice of acceptance by the contracting officer, shall constitute a binding contract. The contractor shall not accelerate any effort until receipt of such written approval by the contracting officer. Any agreement to accelerate will be formalized by modification of the order and, if necessary, the contract.

(d) The contracting officer may, by written order, direct the contractor to accelerate the expenditure of direct labor under a task order such that the labor hours of effort specified therein would be used prior to the expiration of the term. This order shall specify the acceleration required and the resulting revised term. The contractor shall acknowledge this order within ten days of receipt.

(e) If the total level of effort specified in each task order is not provided by the contractor during the term of the task order, the contracting officer shall either (i) reduce the fixed fee of the task order as follows:

Fee Reduction = Fixed Fee x (Required LOE Hours - Expended LOE Hours)

Required LOE Hours or (ii) subject to the provisions of the clause of this contract entitled “Limitation of Cost,” require the contractor to continue to perform the work until the total number of hours of direct labor specified in the task order shall have been expended, at no increase in the fixed fee of the task order.

(f) In the event the Government fails to fully fund the task order in a timely manner, the term of the task order may be extended accordingly with no change to cost or fee. If the Government fails to fully fund the task order, the fee will be adjusted in direct proportion to that effort which was performed.

(g) Notwithstanding any of the provisions of the above paragraphs, the contractor may furnish labor hours up to five percent (5%) in excess of the total direct labor hours specified in the task order provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fixed-fee is required, and no adjustment in the fixed-fee shall be made provided that the contractor has delivered at least 95% of the level of effort specified in the task order.

(h) It is understood that the mix of labor categories provided by the contractor under…