Solicitation_N00173-14-R-RE01.pdf

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SOLICITATION NUMBER N00173-14-R-RE01

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

CONTRACT

LINE ITEM

NUMBER

(CLIN)

SUPPLIES / SERVICES

MAXIMUM

ESTIMATED

COST

MAXIMUM

FIXED FEE

MAXIMUM

ESTIMATED COST

PLUS FIXED FEE

The Contractor shall provide Research and Development effort as specified in Section C.

Contract type - CPFF

PSC: AG91

Materials* Contract Type: Cost

PSC: AG91

Travel Contract Type: Cost

PSC: AG91

0004 Data in accordance with Exhibit A (DD Form 1423)

NSP NSP NSP

Cost Plus Fixed Fee

• Material purchases in excess of $25,000 must be approved by the COR prior to their purchase.

B-2 MINIMUM AND MAXIMUM QUANTITIES

As contemplated by the contract clause entitled, "Indefinite Quantity", the minimum quantity that will be ordered by the Government during the effective period of the contract is research and development support requiring the contractor to provide a level of effort of 500 direct labor hours.

The maximum quantity that the Government may order during the effective period of the contract is research and development support requiring the contractor to provide a level of effort of 69,160 direct labor hours.

The minimum and maximum quantities may consist of any combination of the tasks contained in the statement of work.

B-3 MATERIAL PURCHASES

Material purchases for CLIN 0002 must be itemized and reported monthly to the COR. Any individual item with a unit price greater than $5,000.00 requires advanced approval by the Contracting Officer’s Representative (COR). Any individual item with a unit price greater than $25,000.00 must be approved by the Procuring Contracting Officer (PCO) prior to purchase.

B-4 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. 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. 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 accompanied for the Contractor’s or employee’s convenience.

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 STATEMENT OF WORK

(a) The work and services to be performed hereunder shall be subject to the requirements and standards contained in Attachment (1), Statement of Work, Exhibit A, Contract Data Requirements List, and all other Attachments cited in Section J, which are incorporated by reference into Section C.

(b) The specific work to be carried out shall be further described in order issued under this contract.

C-2 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

Pursuant to NMCARS 5237.102 (90), the contractor shall report ALL contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Naval Research Laboratory via a secure data collection site. The contractor is required to completely fill in all required data fields using the following web address https://doncmra.nmci.navy.mil .

.C-3 IDENTIFICATION OF CONTRACTOR EMPLOYEES

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-4 SUBCONTRACTING PLAN

Subcontracting Plan dated is attached as Attachment J-

(*this clause will be included and completed at time of award, if applicable) https://doncmra.nmci.navy.mil/

SECTION D

PACKAGING AND MARKING

D-1 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.

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

Inspection and acceptance of the final delivery will be accomplished by the Technical Manager (TM) or Contracting Officer Representative (COR) designated in Section G of this contract. Inspection and acceptance will be performed at the Naval Research Laboratory, Washington DC 20375-5320.

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 date of award through sixty (60) months thereafter.

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

(c) All deliverables required by each Contract Line Item (CLIN) under each order shall be shipped FOB Destinaton, Naval Research Laboratory, Washington DC 20375-5320 consigned to:

Contracting Officer’s Representative* Naval Research Laboratory Contract Number:*

CODE:*

Bldg. * 4555 Overlook Avenue, SW Washington DC 20375-5320

(* To be filled in at time of award.)

(d) Each delivery order/task order shall specify the place of performance.

SECTION G

CONTRACT ADMINISTRATION DATA

G-1 CONTRACT ADMINISTRATION

In order 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.

a. 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: Constance Reedus, Code 3230, (202) 767-3003; DSN 297-3003, email constance.reedus@nrl.navy.mil

Security Matters – Contracting Officer for Security, Code 1226, (202) 767-2240, DSN 297-2240, email security-group@nrl.navy.mil.

Safety Matters – Head Safety Branch, Code 3540, (202) 767-2232, email safety@nrl.navy.mil.

Patent Matters – Associate Counsel (Intellectual Property), Code 1008.2, (202) 404- 1552, DSN 297-1552, email patents@nrl.navy.mil.

Release of Data – Public Affairs Officer, Code 1030, (202) 767-2541, DSN 297-2541, email publicaffairs@nrl.navy.mil.

b. Contract administration functions withheld, additional contract administration functions assigned, or special instructions are set forth below:

N/A

c. Inquiries regarding payment should be referred to DFAS at http://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 mailto:security-group@nrl.navy.mil mailto:safety@nrl.navy.mil mailto:patents@nrl.navy.mil mailto:publicaffairs@nrl.navy.mil http://www.dod.mil/dfas/contractorpay/myinvoice.html applicable. 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.

( * To be completed at time of award)

a. The responsibilities and limitations of the COR are as follows:

1. The COR is responsible for:

A. 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/clarifications on the statement of work/specifications.

It MAY NOT be used to tell the contractor how to perform the work.

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

C. Quality assurance of services performed or deliveries made

D. Inspection and acceptance of services or deliverables

E. Ensuring that Government Furnished Property, to include any contractor use of on-site equipment and/or IT resources is adequately monitored and accounted for.

F. Security requirements on Government installation, such as the request and retrieval of personnel security badges and vehicle passes.

G. Monitoring contractor's performance and promptly report problems and recommendations for corrective action to the PCO

H. Annually, furnish a written report on performance of the contractor to the PCO. And, if deemed necessary, attending a follow-up meeting to discuss.

I. Attend post award conference, if conducted.

J. Ensuring a copy of all Government technical correspondence, to include Technical Direction Memorandums/Guidance, is forwarded to the PCO for placement in the contract file.

K. Monitoring of funds expended

L. Ensuring that the Contractor does not exceed the defined statement of work set forth in the contract.

2. Limitations: 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 http://www.cpars.csd.disa.mil/cparsmain.htm desirable to alter contract obligations or the statement of work/specifications, a modification must be issued in writing and signed by the Contracting Officer in order 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.

Facilities: The Government will provide on- site work spaces for the Contractor staff to provide the support outlined in the SOW to include desk space, telephones, computers, and other items necessary to maintain an office environment.

Utilities: The Government will provide utilities for the on-site facility/facilities in which the Contractor is required to work. Utilities will be available for the Contractor’s use in the performance of tasks outlined in the SOW. 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.

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

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. 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 TECHNICAL DIRECTION MEMORANDUM (TDM)

(a) For the purposes of this clause, technical direction includes the following:

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

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

(b) Technical instructions must be within the scope of work stated in the contract. Technical instructions 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 TDM shall be written by the Contracting Officer’s Representative (COR), with the original given to the Contractor and a copy retained in the CORs file. Technical direction may be issued orally only in emergency situations. If technical direction is issued orally, a TDM must follow within two (2) working days from the date of the oral direction. Amendments, corrections, or changes to TDMs shall also be in written format and shall include all the information set forth in paragraph (e) below.

(d) A TDM shall be considered issued when the Government deposits it in the mail, or if transmitted by other means, when it is physically delivered to the contractor.

(e) TDMs shall include, at a minimum, the following information:

(1) Date of TDM,

(2) Contract Number,

(3) Reference to the relevant portion or item in the Statement of Work,

(4) The specific technical direction or clarification,

(5) The type of work to be performed, i.e., (a) SETA support or (b) R&D work,

(6) A reference to the appropriate CLIN or SubCLIN,

(7) The anticipated level of effort, materials and travel expected as a result of the TDM,

(8) The JON, Program Element, and associated dollar amount, and

(9) The signature of the COR

(f) CORs shall provide a copy of each TDM with the necessary increment of funds to the Contracting Officer for retention in the official contract file. CORs shall retain all files containing TDMs for a period of two (2) years after the final contract completion date.

(g) The only individual authorized in any way to 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 (10) working days after its receipt.

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 subcontractors/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 by Offeror)

G-6 ACCOUNTING AND APPROPRIATION DATA

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

G-7 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS (COST-

REIMBURSEMENT)

In accordance with PGI 204.7108 (d)(12), the following payment instructions are provided for a more accurate reflection of how funds will be expended in support of contract performance.

Each task order may contain multi-funded CLINs. Payment needs to be made from the ACRN cited on the invoice due to the fact that one sponsor cannot pay for another sponsor’s work.

G-8 INCREMENTAL FUNDING (COST CLINS)

Orders issued under this contact may be incrementally funded. Incrementally funded orders will contain a provision substantially as follows:

Pursuant to the Limitation of Funds clause (FAR 52.232-22), the total amount allotted to this order is $* and it is estimated that the amount is sufficient for performance through* .

(*this clause will be included and completed at time of award and updated upon adding an increment, if applicable)

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 DFARS 252.232-7006 – WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause—

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

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

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

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

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

(1) Have a designated electronic business point of contact in the 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:

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

Cost Voucher

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

http://www.acq.osd.mil/dpap/dars/dfars/html/current/252232.htm https://www.acquisition.gov/ https://wawf.eb.mil/ https://wawf.eb.mil/

Destination

(2) 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 Extension

Mark For Code *

Service Approver (DoDAAC) N00173

Service Acceptor (DoDAAC) N00173 Extension

DCAA Auditor DoDAAC *

(*To be completed at Award)

(3) 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.

(4) 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 In Each Task Order)

(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

Jovanka Caton: jovanka.caton@nrl.navy.mil or 202-404-3557

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

(End of clause)

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1 TYPE OF CONTRACT

The Government contemplates award of an Indefinite Delivery Indefinite Quantity (IDIQ) contract with CPFF term and completion type task orders.

H-2 PROPOSAL PREPARATION COSTS

The costs for preparation of cost proposals and technical proposals and for various administrative costs applicable to all contract task orders will not be allowed as a direct charge under this contract.

Additionally, the Government will not issue a separate task order for overall Program Management.

Program Management should be captured and charged under individual task orders. The Contractor shall not assume that all the Program Management listed in the SOW will be budgeted for each task order. The locations, quantities, and frequency of the work cannot be predetermined and may vary throughout the course of the contract.

H-3 CONTRACTOR IDENTIFICATION

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 meeting with Government personnel. In addition, Contractor personnel shall appropriately identify themselves as Contractor employees in telephone conversations and in formal and informal written correspondence.

H-4 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.

mailto:donna.washington@nrl.navy.mil mailto:jovanka.caton@nrl.navy.mil

(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 resume for the proposed substitute, and any other information requested by the Contracting Officer. Any proposed substitute must have qualifications equal to or superior to the qualifications of the incumbent. The Contracting Officer or his/her authorized representative will evaluate such requests and promptly notify the Contractor of his/her approval or disapproval thereof.

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

The following are identified as key personnel: *

(*To be completed at time of award)

Labor Category

First/M/Last Name

Research Chemist/Physicist V (Optical/Biosensing)

Research Biologist/Biochemist III (Biosynthesis)

H-5 ONR 5252.216-9706 LEVEL OF EFFORT (DEC 88)

(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 which 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, 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 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 the task order, as well as the distribution of effort among those categories, may vary considerably from the initial mix and distribution of effort, which was estimated by the Government or proposed by the Contractor.

(i) Nothing herein shall be construed to alter or waive any of the rights or obligations of either party pursuant to the Clause entitled "Limitation of Costs" or "Limitation of Funds," either of which incorporated herein applies to each task order under this contract.

(j) The breakdown by labor category of the total level of effort is as follows:

Labor Category Hours

(To be completed in each individual CPFF term type task orders)

H-6 ONR 5252.235-9714 - REPORT PREPARATION (JUL 2005)

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

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

and Canada: (877) 736-6476; Outside the U.S. and Canada: 301-362-6904 fax: 301-206-9789.]

H-7 ELECTRONIC AND INFORMATION TECHNOLOGY (EIT)

In accordance with Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. 794d), all EIT supplies and services provided under this contract must comply with the applicable accessibility standards issued by the Architectural and Transportation Barriers Compliance Board at 36 CFR part 1194 (see FAR Subpart 39.2). Electronic and Information Technology (EIT) is defined at FAR 2.101.

H-8 INCORPORATION OF SECTION K

The contractor’s System for Award management (SAM) annual Representations and Certification is valid from ___________ to ____________ are incorporated by reference.

The Section K contract specific Representations and Certifications submitted by the contractor for this award is hereby incorporated by reference.

H-9 INSURANCE CLAUSE IMPLEMENTATION

The Contractor shall obtain and maintain the minimum kinds and amounts of insurance during performance of this contract as specified by FAR 28.307-2, Liability, and contemplated by FAR 52.228-5, Insurance-Work on a Government Installation, and/or 52.228-7, Insurance –Liability to Third Persons.

H-10 PROTECTION OF HUMAN SUBJECTS

Any collection or analysis of data from human subjects must not commence until the Contractor provides the following information per SECNAV 3900.39D 8.d. (1):

a. An appropriate DoD Navy Assurance or a Federal-Wide Assurance (FWA) with a DoD Navy addendum to the FWA, or an application for a DoD Navy Assurance.

b. Documentation of the Institutional Review Board’s (IRBs) initial and continuing review and approval.

c. IRB-approved informed consent for, except when not required consistent with law and regulation.

d. IRB-approved research protocol.

e. Documentation that research ethics and human subject protections training has been completed by the Contractor’s principle investigators.

The Contractor has responsibility for certain reporting requirements per SECNAV 3900.39D 8.d. (2).

H-11 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 Statement of Work (SOW) of this Contract; or, (2) when the nature of the SOW 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 Statement of Work (SOW) 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 SOW 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, non-disclosure agreements.

(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.

(g) 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.

(f) 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-12 SPECIAL CONTRACT REQUIREMENT REGARDING NON-DISCLOSURE 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 which 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.”

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 non-disclosure 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 source of the protected data 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 Contracting Officer’s Representative

(COR).

PART II - CONTRACT CLAUSES

SECTION I

CONTRACT CLAUSES

I-1 FAR 52.252-2 - CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available.

Also, the full text of a clause may be accessed electronically at this/these address(es):

http://www.acqnet.gov/far http://heron.nrl.navy.mil/contracts/home.htm

a. FEDERAL ACQUISITION REGULATION CLAUSES APPLICABLE TO ALL ORDERS

FAR CLAUSE TITLE

52.202-1 - Definitions (JUL 2004)

52.203-3 - Gratuities (APR 1984)

52.203-5 - Covenant Against Contingent Fees (APR 1984)

52.203-6 - Restrictions On Subcontractor Sales To The Government (SEP 2006)

52.203-7 - Anti-Kickback Procedures (Oct 2010)

52-203-8 - Cancellation, Rescission, And Recovery Of Funds For Illegal Or Improper Activity

(JAN 1997)

52.203-10 - Price Or Fee Adjustment For Illegal Or Improper Activity (JAN 1997)

52.203-12 - Limitation On Payments To Influence Certain Federal Transactions (Oct 2010)

52.203-13 - Contractor Code Of Business Ethics And Conduct (Apr 2010)

52.203-17 - Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights (SEP 2013)

52.204-4 - Printed Or Copied Double-Sided On Recycled Paper (MAY 2011)

52.204-7 - System for Award Management (JUL 2013) http://www.acqnet.gov/far http://heron.nrl.navy.mil/contracts/home.htm

52.204-9 - Personal Identity Verification Of Contractor Personnel (JAN 2011)

52.204-10 - Reporting Executive Compensation and First-Tier Subcontract Awards (JUL 2013)

52.204-13 - System for Award Management Maintenance (JUL 2013)

52.209-6 - Protecting The Government's Interest When Subcontracting With Contractors Debarred, Suspended, Or Proposed For Debarment (AUG 2013)

52.209-9 - Updates of Information Regarding Responsibility Matters (JUL 2013()

52.209-10 - Prohibition on Contracting with Inverted Domestic Corporations (MAY 2012)

52.211-15 - Defense Priority And Allocation Requirements (APR 2008)

52.215-2 - Audit And Records-Negotiation (OCT 2010)

52.215-8 - Order Of Precedence - Uniform Contract Format (OCT 1997)

52.215-10 - Price Reduction For Defective Cost Or Pricing Data (AUG 2011)

52.215-11 - Price Reduction For Defective Cost Or Pricing Data - Modifications (AUG 2011)

52.215-12 - Subcontractor Cost Or Pricing Data (OCT 2010)

52.215-13 - Subcontractor Cost Or Pricing Data Modifications (OCT 2010)

52.215-14 - Integrity Of Unit Prices (OCT 2010)

52.215-15 - Pension Adjustments And Asset Reversions (OCT 2010)

52.215-17 - Waiver Of Facilities Capital Cost Of Money (OCT 1997)

(will be included if the successful offeror does not propose facilities capital cost of money)

52.215-18 - Reversion Or Adjustment Of Plans For Post-Retirement Benefits (PRB) Other Than Pensions (JUL 2005)

52.215-19 - Notification Of Ownership Changes (OCT 1997)

52.215-21 - Requirements For Cost Or Pricing Data Or Information Other Than Cost or Pricing Data -Modifications (OCT 2010)

52.215-22 - Limitations On Pass-Through Charges--Identification Of Subcontract Effort (Oct 2009)

52.215-23 - Limitations on Pass-Through Charges. (OCT 2009)

52.216-7 - Allowable Cost and Payment (JUN 2011) (fill in 30TH)

52.216-8 - Fixed Fee (JUN 2011)

52.216-24 - Limitation of Government Liability (APR 1984)

52.217-8 - Option To Extend Services (NOV 1999)

52.219-4 - Notice Of Price Evaluation Preference For HUBZone Small Business Concerns (JAN

2011) Offeror elects to waive the evaluation preference.

52.219-8 - Utilization Of Small Business Concerns (JAN 2011)

52.219-9 - Small…