FINAL_RFP_WITH_SF_33.pdf

SOLICITATION NUMBER: N00173-16-R-MI03

PART I - THE SCHEDULE

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SUPPLIES OR SERVICES AND PRICES/COSTS

ITEM NO. SUPPLIES/SERVICES QTY UNIT UNIT PRICE

AMT

0001 Preliminary Design Review 1 EA $ $

FSC: 6636

ACRN: XX $Amount*

0002 Critical Design Review 1 EA $ $

ACRN: XX $Amount

0003 Post Ambient Test Pre- Shipment Review 1 EA $ $

& Acceptance Test Readiness Review

ACRN: XX $ Amount

0004 Post Acceptance Test Buyoff Review 1 EA $ $

ACRN: XX $ Amount

OPTION 1 Ability to switch lift point ground/isolation state 1 EA $ $

0005 FSC: 6636

OPTION 2 Control system user settable variable for 1 EA $ $

0006 Offloaded mass at each lift point.

OPTION 3 Accommodate Lift Point Position Commands 1 EA $ $

0007 FSC: 6636

OPTION 4 Ability to compare tracking error between 1 EA $ $

0008 the gravity offloading system and the test article.

OPTION 5 Ability to accept IRIG-B sync pulse 1 EA $ $

0009 FCS: 6636

OPTION 6 Thermal vacuum preconditioning via bakeouts 1 EA $ $

0010 Of organic materials performed at the lowest possible level of assembly at supplier facility prior to delivery to NRL

OPTION 7 Test Readiness Review for Supplier Facility 1 EA $ $

0011 Testing

OPTION 8 All NRE for 2nd Offload Lift Point (CDR-level 1 EA $ $

0012 Data package including CAD designs, thermal analysis, collision avoidance software, etc.)

OPTION 9 2 year Technical Support 1 EA $ $

0013 (following hardware acceptance)

OPTION 10 2nd Offload Lift Point 1 EA $ $

0014 FSC: 6636

OPTION 11 3rd Offload Lift Point 1 EA $ $

0015 FSC: 6636

OPTION 12 4th Offload Lift Point 1 EA $ $

0016 FSC: 6636

OPTION 13 Trajectory Analysis Model 1 EA $ $

0017 FSC: 6636

Contract Data Requirements List *NSP *NSP

0018 Contract Data Requirements List, Exhibit A, DD Form 1423.

FSC Code: 6636

TOTAL CONTRACT VALUE $All CLINs

Firm-Fixed Price Total Dollar Amount For Fixed-Priced CLINs Without Options $

Firm-Fixed Price Total Dollar Amount For Fixed-Priced CLINs With Options $

* NSP – not separately Priced

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 The work under this contract shall be performed in accordance with Attachment (1), Statement of Work, with Exhibit A, DD Form 1423, Contracts Data Requirements List, and all other Attachments cited in Section J, which are incorporated by reference into Section C.

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.

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

SECTION D

PACKAGING AND MARKING

D-1 Preservation, packaging, packing and marking of all deliverable contract line items must conform to normal commercial packing standards to assure safe delivery at destination.

SECTION E

INSPECTION AND ACCEPTANCE

E-1 INSPECTION AND ACCEPTANCE CLAUSES BY REFERENCE:

FAR CLAUSE TITLE

52.246-2 Inspection of Supplies- Fixed -Price

(AUG 1996)

52.246-7 Inspection of Research And Development —Fixed

Price

52.246-16 Responsibility for Supplies

(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 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.

Constructive acceptance, in accordance with FAR 32.904, shall be deemed to have occurred on the 7th day after the final delivery.

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#P274_50780 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/dfars/dfars252_246.htm#P17_163

SECTION F

DELIVERIES OR PERFORMANCE

F-1 DELIVERIES OR PERFORMANCE CLAUSES BY REFERENCE:

FAR CLAUSE TITLE

52.242-15 Stop - Work Order

(AUG 1989)

52.242-17 Government Delay of Work

52.247-34 FOB Destination

(NOV 1991)

F-2 FAR 52.211-8 – TIME OF DELIVERY (JUN 1997)

(a) The Government requires delivery to be made according to the following schedule:

DESIRED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER

DATE OF CONTRACT

0001 1 91

0002 1 *153

0003 1 317

0004 1 395

Option 1: CLIN 0005 1 395

Option 2: CLIN 0006 1 395

Option 3: CLIN 0007 1 395

Option 4: CLIN 0008 1 395

Option 5: CLIN 0009 1 395

Option 6: CLIN 0010 1 317

Option 7: CLIN 0011 1 226

Option 8: CLIN 0012 1 153

Option 9: CLIN 0013 1 1125

Option 10: CLIN 0014 1 395

Option 11: CLIN 0015 1 760

Option 12: CLIN 0016 1 760 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_237.htm#P344_56497 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P883_141750 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_000.htm#P1208_174177

Option 13: CLIN 0017 1 317

*Dates shown for PDR and CDR are approximate and up to the Supplier to propose actual dates based on their development schedule.

The Government will evaluate equally, as regards time of delivery, offers that propose delivery of each quantity within the applicable delivery period specified above. Offers that propose delivery that will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. The Government reserves the right to award under either the required delivery schedule or the proposed delivery schedule, when an offeror offers an earlier delivery schedule than required above. If the offeror proposes no other delivery schedule, the required delivery schedule above will apply.

If the offeror is unable to meet the desired delivery schedule, it may, without prejudicing evaluation of its offer, propose a delivery schedule below. However, the offeror’s proposed delivery schedule must not extend the delivery period beyond the time for delivery in the

Government’s required delivery schedule as follows:

REQUIRED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER

DATE OF CONTRACT

0001 1 *105

0002 1 *181

0003 1 365

0004 1 487

Option 1: CLIN 0005 1 487

Option 2: CLIN 0006 1 487

Option 3: CLIN 0007 1 487

Option 4: CLIN 0008 1 487

Option 5: CLIN 0009 1 487

Option 6: CLIN 0010 1 365

Option 7: CLIN 0011 1 273

Option 8: CLIN 0012 1 181

Option 9: CLIN 0013 1 1217

Option 10: CLIN 0014 1 487

Option 11: CLIN 0015 1 852

Option 12: CLIN 0016 1 852

Option 13: CLIN 0017 1 365

*Dates shown for PDR and CDR are approximate and up to the Supplier to propose actual dates based on their development schedule.

Offers that propose delivery of a quantity under such terms or conditions that delivery will not clearly fall within the applicable required delivery period specified above, will be considered nonresponsive and rejected. If the offeror proposes no other delivery schedule, the desired delivery schedule above will apply.

OFFEROR’S PROPOSED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN DAYS AFTER

DATE OF CONTRACT

(b) Attention is directed to the Contract Award provision of the solicitation that provides that a written award or acceptance of offer mailed or otherwise furnished to the successful offeror results in a binding contract. The Government will mail or otherwise furnish to the offeror an award or notice of award not later than the day the award is dated. Therefore, the offeror shall compute the time available for performance beginning with the actual date of award, rather than the date the written notice of award is received from the Contracting Officer through the ordinary mails. However, the Government will evaluate an offer that proposes delivery based on the

Contractor’s date of receipt of the contract or notice of award by adding (1) five calendar days for delivery of the award through the ordinary mails, or (2) one working day if the solicitation states that the contract or notice of award will be transmitted electronically. (The term “working day” excludes weekends and U.S. Federal holidays.) If, as so computed, the offered delivery date is later than the required delivery date, the offer will be considered nonresponsive and rejected.

(End of Clause)

F-3 DELIVERIES OR PERFORMANCE

(a) The period of performance under this contract shall be from DATE OF AWARD through 17 months, ultimate POP is 41 months with all options exercised.

(b) The principal place of performance of this contract shall be Contractor’s Facility with Final

Acceptance Testing at NRL.

F-4 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: Insert Technical Manager or COR

CODE: *Insert

LOCATION: *Insert

Bldg. 49

4555 Overlook Avenue, SW

Washington DC 20375-5320

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

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 Malisa E. Mitchell, malisa.mitchell@nrl.navy.mil, (202) 767-0397

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, safety@nrl.navy.mil

Safety Matters Contracting Officer Representative for Security, Code 1226, (202)

767-2240, DSN 297-2240, email security-group@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.

(c) Contract administration functions withheld, additional contract administration functions assigned, or special instructions are set forth below: N/A

(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:security-group@nrl.navy.mil mailto:patents@nrl.navy.mil mailto:publicaffairs@nrl.navy.mil http://www.dod.mil/dfas/contractorpay/myinvoice.html

G-2 252.232-7006 – WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS

(MAY 2013)

(a) Definitions. As used in this clause—

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

“Document type” means the type of payment request or receiving report available for creation in

Wide Area WorkFlow (WAWF).

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

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

Submission of Payment Requests and Receiving Reports.

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

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

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

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-

Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the

WAWF home page at https://wawf.eb.mil/

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

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

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

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

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

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

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

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

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/dfars/dfars252_232.htm#P125_7565 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 N00173

Admin DoDAAC

Inspect By DoDAAC

Ship To Code N00173 Extension

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC) N00173 Extension

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

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

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

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

COR@nrl.navy.mil

AO NAME@nrl.navy.mil

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

(g) WAWF point of contact.

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

mailto:@nrl.navy.mil mailto:NAME@nrl.navy.mil

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

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

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

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

(End of clause)

G-3 252.232-7007 LIMITATION OF GOVERNMENT’S OBLIGATION (APR 2014)

(a) Contract line item(s) [Contracting Officer insert after negotiations] is/are incrementally funded. For this/these item(s), the sum of $ [Contracting Officer insert after negotiations] of the total price is presently available for payment and allotted to this contract. An allotment schedule is set forth in paragraph (j) of this clause.

(b) For item(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government’s convenience, approximates the total amount currently allotted to the contract. The

Contractor is not authorized to continue work on those item(s) beyond that point. The

Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled “Termination for Convenience of the Government.” As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit, and estimated termination settlement costs for those item(s).

(c) Notwithstanding the dates specified in the allotment schedule in paragraph (j) of this clause, the Contractor will notify the Contracting Officer in writing at least ninety days prior to the date when, in the Contractor’s best judgment, the work will reach the point at which the total amount payable by the Government, including any cost for termination for convenience, will approximate 85 percent of the total amount then allotted to the contract for performance of the applicable item(s). The notification will state (1) the estimated date when that point will be reached and (2) an estimate of additional funding, if any, needed to continue performance of applicable line items up to the next scheduled date for allotment of funds identified in paragraph (j) of this clause, or to a mutually agreed upon substitute date. The notification will also advise the Contracting Officer of the estimated amount of additional funds that will be required for the timely performance of the item(s) funded pursuant to this clause, for a subsequent period as may be specified in the allotment schedule in paragraph (j) of this clause or otherwise agreed to by the parties. If after such notification additional funds are not allotted by the date identified in the Contractor’s notification, or by an agreed substitute date, the Contracting Officer will terminate any item(s) for which additional funds have not been allotted, pursuant to the clause of this contract entitled “Termination for Convenience of the Government.”

mailto:donna.dargan@nrl.navy.mil mailto:Jovanka.Caton@nrl.navy.mil

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph (a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds. The provisions of paragraphs

(b) through (d) of this clause will apply in like manner to the additional allotted funds and agreed substitute date, and the contract will be modified accordingly.

(e) If, solely by reason of failure of the Government to allot additional funds, by the dates indicated below, in amounts sufficient for timely performance of the contract line item(s) identified in paragraph (a) of this clause, the Contractor incurs additional costs or is delayed in the performance of the work under this contract and if additional funds are allotted, an equitable adjustment will be made in the price or prices (including appropriate target, billing, and ceiling prices where applicable) of the item(s), or in the time of delivery, or both. Failure to agree to any such equitable adjustment hereunder will be a dispute concerning a question of fact within the meaning of the clause entitled

“Disputes.”

(f) The Government may at any time prior to termination allot additional funds for the performance of the contract line item(s) identified in paragraph (a) of this clause.

(g) The termination provisions of this clause do not limit the rights of the Government under the clause entitled “Default.” The provisions of this clause are limited to the work and allotment of funds for the contract line item(s) set forth in paragraph (a) of this clause. This clause no longer applies once the contract is fully funded except with regard to the rights or obligations of the parties concerning equitable adjustments negotiated under paragraphs (d) and (e) of this clause.

(h) Nothing in this clause affects the right of the Government to terminate this contract pursuant to the clause of this contract entitled “Termination for Convenience of the

Government.”

(i) Nothing in this clause shall be construed as authorization of voluntary services whose acceptance is otherwise prohibited under 31 U.S.C. 1342.

(j) The parties contemplate that the Government will allot funds to this contract in accordance with the following schedule:

On execution of contract $

(month) (day), (year) $

(month) (day), (year) $

(month) (day), (year) $

(End of clause)

G-4 CONTRACTING OFFICER’S REPRESENTATIVE (COR) – FUNCTIONS

AND LIMITATIONS

(a) Insert Name, Code and Phone, Insert email 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

(13) 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, delivery http://www.cpars.csd.disa.mil/cparsmain.htm 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.

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1 TYPE OF CONTRACT

(To be filled in 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 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

(To be filled in at time of award)

H-4 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-5 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Definitions.

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

“Organizational Conflict of Interest” (“OCI”) means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. FAR

2.101. An OCI may result when (1) activities or relationships create an actual or potential conflict of interest related to the performance of the 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-6 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

TITLE

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)

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P2298_346906 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

FAR

CLAUSE

52.203-17 Contractor Employee Whistleblower Rights and Requirement to

Inform Employees of Whistleblower Rights

(APR 2014)

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

(MAY 2011)

52.204-7 System for Award Management (JUL 2013)

52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards

(OCT 2015)

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

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations

(NOV 2015)

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)

52.215-11 Price Reduction For Defective Cost Or Pricing Data -

Modifications

(AUG 2011)

52.215-13 Subcontractor Cost Or Pricing Data Modifications

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)

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#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#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_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#P204_31206 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P241_38180 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

FAR

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

52.219-8 Utilization Of Small Business Concerns

(OCT 2014)

52.219-9 Small Business Subcontracting Plan(DEVIATION 2013-o0014) (Aug 2013)

52.219-28 Post-Award Small Business Program Representation

(JUL 2013)

52.222-3 Convict Labor

(JUN 2003)

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)

52.222-40 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

52.223-6 Drug-Free Workplace

(MAY 2001)

52.223-18 Encouraging Contractor Policies to Ban Text Messaging while

Driving

(AUG 2011)

http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P286_44673 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P294_46042 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_215.htm#P336_53114 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_220.htm#P25_2579 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#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#P1095_190883 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_220.htm#P1233_207207

FAR

52.224-1 Privacy Act Notification

52.224-2 Privacy Act

52.225-13 Restrictions on Certain Foreign Purchases

(JUN 2008)

52.227-1 Authorization And Consent

(DEC 2007)

with Alternate I

52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

(DEC 2007)

52.227-11 Patent Rights - Ownership by the Contractor

52.230-2 Cost Accounting Standards

52.232-1 Payments

52.232-2 Payments Under Fixed-Price Research And Development

Contracts

52.232-8 Discounts For Prompt Payment

(FEB 2002)

52.232-9 Limitation on Withholding Of Payments

52.232-11 Extras

52.232-17 Interest

52.232-23 Assignment Of Claims 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 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 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_227.htm#P18_2867 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_227.htm#P114_15968 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_227.htm#P936_170236 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P143_26276 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P143_26276 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P143_26276 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P143_26276 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P499_93996 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P499_93996 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P592_108661

FAR

CLAUSE

52.232-25 Prompt Payment

52.232-33 Payment By Electronic Funds Transfer-System for Award

Management

52.232-39 Unenforceability of Unauthorized Obligations

(JUN 2013)

52.232-40 Providing Accelerated Payments to Small Business

Subcontractors Disputes

(DEC 2013)

52.233-1 Disputes

52.233-3 Protest After Award

52.233-4 Applicable Law For Breach Of Contract Claim

(OCT 2004)

52.242-13 Bankruptcy

(JUL 1995)

Alternate V

52.243-1 Changes – Fixed Price

(AUG 1987)

52.244-5 Competition In Subcontracting

(DEC 1996)

52.244-6

52.245-1

Subcontracts For Commercial Items

Government Property

(FEB 2016)

(Apr 2012)

52.246-20 Warranty Of Services

(MAY 2001)

52.246-24 Limitation Of Liability - High-Value Items

(FEB 1997)

52.246-25 Limitation Of Liability – Services (FEB 1997) http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P610_110627 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P995_183619 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P1118_204535 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P1128_206051 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P1161_211320 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_232.htm#P1178_214899 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_237.htm#P309_50450 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_237.htm#P556_87503 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_237.htm#P564_88094 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P411_79491 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P459_87443 http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P482_90629

FAR

52.247-63 Preference For U. S. Flag Air Carriers

(JUN 2003)

52.249-2 Termination For Convenience Of The Government (Fixed Price

(APR 2012)

52.249-9 Default (Fixed-Price Research And Development)

52.253-1 Computer Generated Forms

(JAN 1991)

b. DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION CLAUSES

DFARS

CLAUSE

252.201-7000 Contracting Officer's Representative

(DEC 1991)

252.203-7000 Requirements Relating to Compensation of Former DOD Officials

(SEP 2011)

252.203-7001 Prohibition On Persons Convicted Of Fraud Or Other Defense Contract Related Felonies

(DEC 2008)

252.203-7002 Requirement To Inform Employees Of Whistleblower Rights

(SEP 2013)

252.203-7997 Prohibition on Contracting With Entities that Require Certain Internal Confidentiality

Agreements (DEVIATION 2016-O0003)

252.203-7999 Prohibition on Contracting with Entities that

Require Certain Internal Confidentiality

Agreements(Class Deviation 2015-O0010)

(FEB 2015)

252.204-7003 Control Of Government Personnel Work

Product

(APR 1992)

252.204-7004 Alternate A, System for Award

Management

(FEB 2014)

252.204-7006 Billing Instructions (OCT 2005) http://farsite.hill.af.mil/reghtml/regs/far2afmcfars/fardfars/far/52_246.htm#P1296_190730…