N00173-16-R-JF02v4_final.pdf

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

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGES

2. CONTRACT NUMBER 3. SOLICITATION NUMBER 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQUISITION/PURCHASE NUMBER

CODE7. ISSUED BY 8. ADDRESS OFFER TO (If other than item 7)

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

SOLICITATION

9. Sealed offers in original and copies for furnishings the supplies or services in the Schedule will be received at the place specified in item 8, or if hand carried, in the depository located in until local time

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

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

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

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

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

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

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

OFFER (Must be fully completed by offeror)

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

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

14. ACKNOWLEDGMENT OF AMENDMENTS

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

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

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

CODE FACILITY 16. NAME AND THE TITLE OF PERSON AUTHORIZED TO SIGN OFFER

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

10 U.S.C. 2304 (c) ( )41 U.S.C. 3304(a)

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

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

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

1 95

57-4111-15 N00173

US Naval Research Laboratory 4555 Overlook Avenue SW, Washington DC 20375-5326

N00173-16-R-JF01

Building 222, Rm. 115 3:00 PM

JAMES FRIEL james.friel@nrl.navy.mil

2-4 8-9 10-16 17-21 87-95

63-86

22-45

11/30/2016

202 4041922

10/28/2016

47-62

SOLICITATION NUMBER N00173-16-R-JF02

SOURCE SELECTION INFORMATION – SEE FAR 2.101 AND 3.104

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SUPPLIES/SERVICES AND COSTS

ITEM

NO SUPPLIES/SERVICES ESTIMATED

COST

FIXED

FEE

TOTAL

CPFF

0001 Tactical Electronic Warfare

Engineering and Support

The Contractor shall furnish all labor, required to meet requirements IAW Statement of Work.

PSC:

(Task Orders may also contain PSC

AC61, AC62, AC63, AC65, AC67)

AC64

Contract Type: Cost Plus Fixed Fee

ESTIMATED COST PLUS FIXED FEE $

(Price to be negotiated at Task Order Level)

NO SUPPLIES/SERVICES ESTIMATED COST TOTAL COST

0002 Other Direct Costs (Material/Travel) $ $

The Contractor shall furnish necessary travel and material required to meet requirements IAW the Statement of Work Indirect costs and/or fee shall not be applied on OCC.

TOTAL ESTIMATED COST $__________

(Price to be negotiated at Task Order Level)

NO SUPPLIES/SERVICES TOTAL

0003 Data and Reports NSP 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.

$ NSP

Total Contract Ceiling $95,000,000.00

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 with a total estimated cost and fixed fee of at least $2,500.00.

The maximum quantity that the Government may order during the effective period of the contract is research and development support with a total estimated cost and fixed fee not exceeding the total maximum estimated cost and fixed fee of $95M.

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 must be approved by the Procuring Contracting Officer (PCO) prior to purchase.

B-4 TRAVEL COSTS

(a) Travel will be reimbursed at actual direct cost in accordance with the limitations set forth in FAR 31.205-46 and IAW the JTR. Indirect costs and/or fee are not allowed on travel.”

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 STATEMENT OF WORK

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.

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

C-2 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING

APPLICATION (ECMRA)

The contractor shall report 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. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY;

(5) V, Freight and Shipping ONLY.

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

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

C-3 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.

https://doncmra.nmci.navy.mil/ https://doncmra.nmci.navy.mil/ http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/02.htm#P10_603

SECTION D

PACKAGING AND MARKING

D-1 PACKAGING AND MARKING

All unclassified data and deliverable contract line items shall be preserved, packaged, packed and marked and must conform to normal commercial packing standards to assure safe delivery at destination.

D-2 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.

D-3 The Contractor shall mark all shipments under this contract in accordance with the addition of ASTM-D-3951-90 “Standard Practice for Commercial Packaging” in effect on the date of the contract.

D-4 The Contractor shall comply with FED STD 313 (Symbols for Packages and Containers for Hazardous Industrial Chemical and Materials) to the extent applicable.

SECTION E

INSPECTION AND ACCEPTANCE

E-1 INSPECTION AND ACCEPTANCE CLAUSES INCORPORATED BY

REFERENCE:

FAR

CLAUSE

TITLE

52.246-3 Inspection of Supplies- Cost Reimbursement

(MAY

2001)

52.246-5 Inspection of Services - Cost Reimbursement

(APR 1984)

52.246-8 Inspection of Research and Development - Cost Reimbursement

(MAY

2001)

DFARS

CLAUSE

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 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.

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P57_14969 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P100_22175 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P156_33919

SECTION F

DELIVERIES OR PERFORMANCE

F-1 DELIVERIES OR PERFORMANCE CLAUSES INCORPORATED BY REFERENCE:

FAR

CLAUSE

52.242-15 Stop - Work Order

(AUG

1989) with Alternate I

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 detailed in the table below:

CLIN Period of Performance 0001 Date of Award to Five years 0002 Date of Award to Five years 0003 Date of Award to Five years

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

(c) All deliverables shall be shipped FOB Destination, Naval Research Laboratory, Washington DC 20375, consigned to:

Melinda Hock Naval Research Laboratory Contract Number : * Delivery Order Number: _____________ Building: 210 Code: 5741 4555 Overlook Avenue, SW Washington DC 20375

F-3 PLACE OF PERFORMANCE

The principal place of performance of this contract shall be Naval Research Laboratory, Washington DC 20375-5320.

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_237.htm#P328_53363 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P883_141750

F-4 DELIVERABLES

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).

F-5 PLACE OF DELIVERY —FOB DESTINATION

The contractor shall deliver supplies, all transportation charges paid, to destination in accordance with the clause in Section F of the Schedule titled FAR 52.247-34 FOB Destination (NOV 1991).

Receiving Officer Naval Research Laboratory Contract Number ATTN: Melinda Hock

CODE: 5740

LOCATION: Bldg 210

4555 Overlook Avenue, SW Washington DC 20375-5320

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 Administrative Contracting Officer (ACO), designated in Block 6 on the Standard Form 26, will expedite administration of the contract and direct inquiries to the appropriate off ice listed below.

(b) 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.

Contract Specialist James Friel, james.friel@nrl.navy.mil, (202) 404-1922

NRL Competition Advocate

Ms. Valarie Hall, Code 3200, (202) 767-6613, DSN 297-6613, Email Address: valarie.hall@nrl.navy.mil

Task Order Ombudsman (FAR 16.505(b)

Ms. Valarie Hall, Code 3200, (202) 767-6613, DSN 297-6613, Email Address: valarie.hall@nrl.navy.mil

Security Matters 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, 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. For FOIA information, see http://www.nrl.navy.mil/media/public-affairs-office/foia/.

(c) Contract administration functions withheld, additional contract administration functions assigned, or special instructions are set forth below: Fill In

(Will be completed at time of award)

(d) Inquiries regarding payment should be referred to DFAS at http://www.dod.mil/dfas/contractorpay/myinvoice.html mailto:security-group@nrl.navy.mil mailto:safety@nrl.navy.mil mailto:patents@nrl.navy.mil mailto:publicaffairs@nrl.navy.mil http://www.nrl.navy.mil/media/public-affairs-office/foia/ http://www.dod.mil/dfas/contractorpay/myinvoice.html

G-2 CONTRACTING OFFICER’S REPRESENATIVE (COR) — FUNCTIONS

AND LIMITATIONS

(a) Melinda Hock, Phone 202-404-8786, melinda.hock@nrl.navy.mil 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.

(b) The responsibilities and limitations of the COR are as follows:

(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/clarifications on the statement of work/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 that Government Furnished Property, to include any contractor use of on-site equipment and/or IT 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.

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

(8) Annually, furnish a written report on performance of the contractor to the PCO.

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/Guidance, is forwarded to the PCO for placement in the contract file.

(11) Monitoring of funds expended

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

(c) 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, http://www.cpars.csd.disa.mil/cparsmain.htm 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 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-3 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause— “Department of Defense Activity Address Code (DoDAAC)” is a six position code that uniquely identifies a unit, activity, or organization.

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

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

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

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

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

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

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

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

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

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

Cost Voucher

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

Inspection and acceptance location shall be specified in the Task Order.

(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.

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

ROUTING DATA TABLE*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC

Issue By DoDAAC

Admin DoDAAC

Inspect By DoDAAC

Ship To Code N00173 5700

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC) N00173 5700

Accept at Other DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

(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.

COR Melinda Hock melinda.hock@nrl.navy.mil

AO Julie Johnson julie.johnzon@nrl.navy.mil

(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 Dargan: donna.dargan@nrl.navy.mil or 202-767-0547

Jovanka Caton-Campbell: 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) mailto:melinda.hock@nrl.navy.mil mailto:julie.johnzon@nrl.navy.mil mailto:donna.dargan@nrl.navy.mil mailto:Jovanka.Caton@nrl.navy.mil

G-4 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

Insert $Number

Insert $Number

G-5 PAYMENT OF FIXED FEE (COMPLETION FORM)

The fixed fee set forth in Section B of this contract shall be payable upon completion of the work and services required under each CLIN of this contract and their acceptance on behalf of the Government. However, the contractor may bill on each voucher the amount of the fixed fee bearing the same percentage to the amount of cost billed as the total fixed fee bears to the total estimated cost set forth in Section B, subject to the contract clause entitled "Fixed Fee" (FAR 52.216-8). If the fixed fee is reduced pursuant to any clause or requirement of this contract and the reduced fee is less than the sum of all fee payments made to the contractor under this contract, the contractor shall repay the difference to the Government. The total fee paid the contractor shall not exceed the fixed fee set forth in Section B.

G-6 INCREMENTAL FUNDING

Orders issued under this contract 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 $* {FILL IN} and it is estimated that this amount is sufficient for performance through

*{FILL IN} .

(* To be filled in at time of award)

G-7 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-8 FOR IDIQ CONTRACTS: PAYMENT INSTRUCTIONS FOR MULTIPLE

ACCOUNTING CLASSIFICATION CITATIONS (COST-REIMBURSEMENT)

Payment instructions in accordance with PGI 204.7108 will be issued under each individual Task Order.

G-9 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-10 ALLOTMENT OF FUNDS

Pursuant to the Limitation of Funds clause (FAR 52.232-22), the total amount allotted to this Task Order is $ (*) . The amounts presently available and allotted to this task order for payment of cost and fixed fee and the period covered by these amounts for incrementally funded CLINs is set forth below:

(* -To be completed at time of award and each time an increment is added)

CLIN ALLOTTED TO COST

ALLOTTED TO

FEE

ESTIMATED PERIOD

COVERED

0001 * * *

0002 * N/A *

0003 * N/A *

SECTION H

SPECIAL CONTRACT REQUIREMENTS

(To be filled in at time of award)

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 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: *

LABOR CATEGORY

Program Manager

Senior Engineer

(*To be completed at time of award)

H-2 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-3 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.

(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-4 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://farsite.hill.af.mil/farsite.html http://heron.nrl.navy.mil/contracts/home.htm

a. FEDERAL ACQUISITION REGULATION CLAUSES

FAR

CLAUSE

52.202-1 Definitions

(NOV 2013)

52.203-3 Gratuities

52.203-5 Covenant Against Contingent Fees

(MAY 2014)

52.203-6 Restrictions On Subcontractor Sales To The Government

(SEP 2006)

52.203-7 Anti-Kickback Procedures

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

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

(OCT 2010)

52.203-13 Contractor Code Of Business Ethics And Conduct

(OCT 2015)

http://farsite.hill.af.mil/farsite.html http://heron.nrl.navy.mil/contracts/home.htm http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/02.htm#P496_94433 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P115_17483 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P150_21571 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P159_23423 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P169_24971 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P197_29000 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P211_30816 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P239_36199 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P294_48042

52.203-14 Display Of Hot-line Poster(s) Fill in for paragraph (b)(3): DoD Inspector General, ATTN:

Defense Hotline, 400 Army Navy Drive, Washington, DC 22202-2884.

52.203-15 Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009

(JUN 2010)

52.203-16 Preventing Personal Conflicts of Interest

(DEC 2011)

52.203-17 Contractor Employee Whistleblower Rights and Requirement to Inform Employees of Whistleblower Rights

(APR 2014)

52.204-2 Security Requirements

(AUG 1996)

with Alternate II

52.204-4 Printed Or Copied Double-Sided On Recycled Paper

(MAY 2011)

52.204-9 Personal Identity Verification Of Contractor Personnel

(JAN 2011)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards

52.204-13 System for Award Management Maintenance

(JUL 2013)

52.204-14 Service Contract Reporting Requirements

(JAN 2014)

52.204-18 Commercial and Government Entity Code Maintenance

(JUL 2016)

52.204-19 Incorporation by Reference of Representations and Certifications

(DEC 2014)

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

52.209-9 Updates of Information Regarding Responsibility Matters http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P351_57348 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P378_59198 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P384_59855 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P458_67758 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P458_67758 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P510_74555 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P665_92151 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P676_93811 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1037_152030 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1037_152030 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1037_152030 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1079_158610

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

(NOV 2015)

52.210-1 Market Research

(APR 2011)

52.211-5 Material Requirements

(AUG 2000)

52.211-15 Defense Priority And Allocation Requirements

(APR 2008)

52.215-2 Audit And Records-Negotiation

52.215-8 Order Of Precedence - Uniform Contract Format

(OCT 1997)

52.215-14 Integrity Of Unit Prices

52.215-17 Waiver Of Facilities Capital Cost Of Money (will be included if the successful offeror does not propose facilities capital cost of money)

(OCT 1997)

52.215-23 Limitations on Pass-Through Charges.

(OCT 2009)

52.216-7 Allowable Cost And Payment (FILL IN: 30th)

(JUN 2013)

52.216-8 Fixed-Fee

(JUN 2011)

52.216-10 Incentive Fee

52.219-6 Notice Of Total Small-Business Set-Aside

(NOV 2011)

52.219-8 Utilization Of Small Business Concerns

(OCT 2014)

52.219-14 Limitations On Subcontracting

(NOV 2011)

52.219-28 Post-Award Small Business Program Representation

52.222-2 Payment For Overtime Premiums - The Use Of Overtime Is Authorized Under This Contract If The Overtime Premium Does Not Exceed ”0”

(JUL 1990)

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1079_158610 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1354_187986 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P70_13288 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P148_23616 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P252_40268 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P280_44334 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P382_61435 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P541_96261 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P648_114261 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P663_116772 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P1233_213085 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P1233_213085 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P1488_264063 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P9_515

52.222-3 Convict Labor

(JUN 2003)

52.222-17 Nondisplacement of Qualified Workers

52.222-19 Child Labor – Cooperation With Authorities And Remedies

(FEB 2016)

52.222-20 Contracts for Materials, Supplies, Articles and Equipment Exceeding $15,000

52.222-21 Prohibition Of Segregated Facilities

(APR 2015)

52.222-26 Equal Opportunity

(APR 2015)

52.222-37 Employment Reports On Veterans

(FEB 2016)

52.222-40 Notification of Employee Rights Under the National Labor Relations Act

(DEC 2010)

52.222-50 Combating Trafficking In Persons

(MAR 2015)

52.222-54 Employment Eligibility Verification

52.223-5 Pollution Prevention And Right-To-Know Information

Alternate II (MAY 2011)

52.223-6 Drug-Free Workplace

(MAY 2001)

52.223-10 Waste Reduction Program

52.223-18 Encouraging Contractor Policies to Ban Text Messaging while Driving

(AUG 2011)

52.225-13 Restrictions on Certain Foreign Purchases

(JUN 2008)

52.227-1 Authorization And Consent

(DEC 2007)

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P25_2579 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P40_4379 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P261_51834 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P281_54968 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P289_56180 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P345_62735 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P655_112060 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P678_115312 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P844_157609 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P958_173343 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P1074_189140 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P1095_190883 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P1160_200267 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P1233_207207 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_227.htm#P2_53 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_227.htm#P2_53

52.227-2 Notice And Assistance Regarding Patent And Copyright Infringement

52.227-3 Patent Indemnity

52.227-10 Filing Of Patent Application- Classified Subject Matter

52.227-11 Patent Rights - Ownership by the Contractor

With Alternate V

52.227-14 Rights in Data – General (MAY 2014)

52.227-16 Additional Data Requirements

(JUN 1987)

52.228-7 Insurance - Liability To Third Persons

(MAR 1996)

52.230-2 Cost Accounting Standards

52.230-3 Disclosure And Consistency Of Cost Accounting Practices

52.232-9 Limitation On Withholding Of Payments

52.232-17 Interest

52.232-18 Availability Of Funds

52.232-20 Limitation Of Cost (Applicable…