N0017317RWR01.pdf

62/,&,7$7,21��2))(5�$1'�$:$5'

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

RATING 3$*(������2)����3$*(6

���&2175$&7�180%(5 ���62/,&,7$7,21�180%(5 ���'$7(�,668(' ���5(48,6,7,21�385&+$6(�180%(5

62/,&,7$7,21

�� 6HDOHG�RIIHUV�LQ�RULJLQDO�DQG FRSLHV��IRU�IXUQLVKLQJ�WKH�VXSSOLHV�RU�VHUYLFHV�LQ�WKH�6FKHGXOH�ZLOO�EH�UHFHLYHG�DW�WKH�SODFH�VSHFLILHG�LQ�,WHP����RU�LI

KDQGFDUULHG��LQ�WKH�GHSRVLWRU\�ORFDWHG�LQ XQWLO ORFDO�WLPH

�+RXU� �'DWH�

&$87,21���/$7(�6XEPLVVLRQV��0RGLILFDWLRQV��DQG�:LWKGUDZDOV���6HH�6HFWLRQ�/��3URYLVLRQ�1R�����������RU������������$OO�RIIHUV�DUH�VXEMHFW�WR�DOO�WHUPV�DQG�FRQGLWLRQV

FRQWDLQHG�LQ�WKLV�VROLFLWDWLRQ�

$��1$0( %��7(/(3+21(��12�&2//(&7�&$//6�

$5($�&2'( 180%(5 (;7�

&��(�0$,/�$''5(66

����7$%/(�2)�&217(176

�;� 6(&� '(6&5,37,21 3$*(�6� �;� 6(&� '(6&5,37,21 3$*(�6�

3$57�,���7+(�6&+('8/( 3$57�,,���&2175$&7�&/$86(6

62/,&,7$7,21�&2175$&7�)250

6833/,(6�25�6(59,&(6�$1'�35,&(6�&2676

'(6&5,37,21�63(&6��:25.�67$7(0(17

3$&.$*,1*�$1'�0$5.,1*

,163(&7,21�$1'�$&&(37$1&(

'(/,9(5,(6�25�3(5)250$1&(

&2175$&7�$'0,1,675$7,21�'$7$

63(&,$/�&2175$&7�5(48,5(0(176

&2175$&7�&/$86(6

3$57�,,,���/,67�2)�'2&80(176��(;+,%,76�$1'�27+(5�$77$&+�

- /,67�2)�$77$&+0(176

3$57�,9���5(35(6(17$7,216�$1'�,16758&7,216

5(35(6(17$7,216��&(57,),&$7,216�$1'�27+(5 67$7(0(176�2)�2))(5256

,16756���&21'6���$1'�127,&(6�72�2))(5256

(9$/8$7,21�)$&7256�)25�$:$5'

2))(5��0XVW�EH�IXOO\�FRPSOHWHG�E\�RIIHURU�

127(���,WHP����GRHV�QRW�DSSO\�LI�WKH�VROLFLWDWLRQ�LQFOXGHV�WKH�SURYLVLRQV�DW������������0LQLPXP�%LG�$FFHSWDQFH�3HULRG�

��� ,Q�FRPSOLDQFH�ZLWK�WKH�DERYH��WKH�XQGHUVLJQHG�DJUHHV��LI�WKLV�RIIHU�LV�DFFHSWHG�ZLWKLQ FDOHQGDU�GD\V�����FDOHQGDU�GD\V�XQOHVV�D�GLIIHUHQW

SHULRG�LV�LQVHUWHG�E\�WKH�RIIHURU��IURP�WKH�GDWH�IRU�UHFHLSW�RI�RIIHUV�VSHFLILHG�DERYH��WR�IXUQLVK�DQ\�RU�DOO�LWHPV�XSRQ�ZKLFK�SULFHV�DUH�RIIHUHG�DW�WKH�SULFH�VHW�RSSRVLWH

HDFK�LWHP��GHOLYHUHG�DW�WKH�GHVLJQDWHG�SRLQW�V���ZLWKLQ�WKH�WLPH�VSHFLILHG�LQ�WKH�VFKHGXOH�

����)25 ,1)250$7,21

��� �',6&2817�)25�352037�3$<0(17

��6HH�6HFWLRQ�,��&ODXVH�1R�����������

���&$/(1'$5�'$<6���� ���&$/(1'$5�'$<6���� ���&$/(1'$5�'$<6���� &$/(1'$5�'$<6����

��� �$&.12:/('*0(17�2)�$0(1'�

�0(176��7KH�RIIHURU�DFNQRZOHGJHV�UHFHLSW�RI�

�DPHQGPHQWV�WR�WKH�62/,&,7$7,21�IRU�RIIHURUV�

�DQG�UHODWHG�GRFXPHQWV�QXPEHUHG�DQG�

�GDWHG��

$0(1'0(17�12� '$7( $0(1'0(17�12� '$7(

��$� 1$0(�$1' $''5(66 2)�2))(5�

&2'( )$&,/,7< ��� 1$0(�$1'�7,7/(�2)�3(5621�$87+25,=('�72�6,*1�2))(5

�7\SH�RU�SULQW�

��%��7(/(3+21(�180%(5

$5($�&2'( 180%(5 (;7� ��&��&+(&.�,)�5(0,77$1&(�$''5(66�,6 ',))(5(17�)520�$%29(���(17(5�68&+ $''5(66�,1�6&+('8/(�

����6,*1$785( ����2))(5�'$7(

$:$5'��7R�EH�FRPSOHWHG�E\�*RYHUQPHQW�

����$&&(37('�$6�72�,7(06�180%(5(' ����$02817

����$87+25,7<�)25�86,1*�27+(5�7+$1�)8//�$1'�23(1�&203(7,7,21�

���8�6�&�������F� � ���8�6�&������F��� �

,03257$17���$ZDUG�ZLOO�EH�PDGH�RQ�WKLV�)RUP��RU�RQ�6WDQGDUG�)RUP�����RU�E\�RWKHU�DXWKRUL]HG�RIILFLDO�ZULWWHQ�QRWLFH�

$87+25,=('�)25�/2&$/�5(352'8&7,21

3UHYLRXV�HGLWLRQ�LV�XQXVDEOH

67$1'$5'�)250�����5(9�������

3UHVFULEHG�E\�*6$���)$5�����&)5���������F�

����$'0,1,67(5('�%<��,I�RWKHU�WKDQ�,WHP��� &2'( ����3$<0(17�:,//�%(�0$'(�%< &2'(

����1$0(�2)�&2175$&7,1*�2)),&(5��7\SH�RU�SULQW� ����81,7('�67$7(6�2)�$0(5,&$ ����$:$5'�'$7(

�6LJQDWXUH�RI�&RQWUDFWLQJ�2IILFHU�

���$''5(66�2))(5�72��,I�RWKHU�WKDQ�,WHP������,668('�%< &2'(

���7<3(�2)�62/,&,7$7,21

6($/('�%,'��,)%�

1(*27,$7('��5)3�

127(���,Q�VHDOHG��ELG�VROLFLWDWLRQV���RIIHU���DQG��RIIHURU���PHDQ���ELG���DQG���ELGGHU��

����$&&2817,1*�$1'�$335235,$7,21

���68%0,7�,192,&(6�72�$''5(66

6+2:1�,1����FRSLHV�XQOHVV�RWKHUZLVH�VSHFLILHG�

,7(0

Solicitation Number: N00173-17-R-WR01

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

B-1 SUPPLIES OR SERVICES AND PRICES/COSTS

ITEM NO. SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 The contractor shall provide the LIDAR Pose Sensor Engineering Model in accordance with Attachments 1.1, 1.2, 2, 3, 4, 5 and Exhibit A

FSC: 5980

1 EA $ $

0002 The contractor shall provide the LIDAR Pose Sensor Flight Model in accordance with Attachments 1.1, 1.2, 2, 3, 4, 5 and Exhibit A

2 EA $ $

0003 Data in accordance with Exhibit A (DD Form 1423)

EA NSP NSP

0004 OPTION – The contractor shall provide a LIDAR Pose Sensor Flight Model in accordance with Attachments 1.1, 1.2, 2, 3, 4, 5 and Exhibit A

1 EA $ $

TOTAL FIRM FIXED PRICE $

TOTAL FIRM FIXED PRICE IF ALL OPTIONS

ARE EXERCISED

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 Items furnished under this contract shall comply with Attachments 1.1, 1.2, 2, 3, 4, 5 and 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 CONTRACTOR IDENTIFICATION

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

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.

D-2 The Contractor shall mark all shipments under this contract in accordance with the edition of ASTM-D-3951-90 “Standard Practice for Commercial Packaging” in effect on the date of the contract.

D-3 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 BY REFERENCE:

FAR CLAUSE TITLE

52.246-2 Inspection of Supplies- Fixed -Price (AUG 1996)

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 60 days after the final delivery.

SECTION F

DELIVERIES OR PERFORMANCE

F-1 DELIVERIES OR PERFORMANCE CLAUSES BY REFERENCE:

FAR CLAUSE TITLE

52.211-17 Delivery Of Excess Quantities (SEP 1989)

52.242-15 Stop-Work Order (AUG 1989)

52.242-17 Government Delay Of Work (APR 1984)

52.247-34 F.O.B. 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:

ITEM NO. QUANTITY WITHIN MONTHS AFTER DATE

OF CONTRACT AWARD

0001 1 17

0002 2 25

0004 1 25 from date of option exercise

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.

OFFEROR'S PROPOSED DELIVERY SCHEDULE

ITEM NO. QUANTITY WITHIN MONTHS

AFTER DATE OF

CONTRACT AWARD

0001 1

0002 2

0004 1

(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 award is dated. Therefore, the offeror should 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 (i) five calendar days for delivery of the award through the ordinary mails or (ii) 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.

F-3 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: *

CODE: *

LOCATION: 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 Ryan Wheelock, ryan.wheelock@nrlssc.navy.mil, (228) 688-5434

NRL Competition Advocate

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

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

Safety Matters Head Safety Branch, Code 3540, (202)767-2232, 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: None.

(d) Inquiries regarding payment should be referred to DFAS at 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.

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 Extension

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC) N00173 Extension

Accept at Other 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 *@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.

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 items 0001 and 0002 (0004, if exercised) will be incrementally funded. For this/these item(s), the sum of $* 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.”

(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) $*

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

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

LIMITATIONS

(a) * 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 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 jin 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

This is a firm, fixed price contract.

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 TITLE

52.202-1 Definitions (NOV 2013)

52.203-3 Gratuities (APR 1984)

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 (MAY 2014)

52.203-8 Cancellation, Rescission, And Recovery Of Funds For Illegal Or Improper Activity

(MAY 2014)

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity (MAY 2014)

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)

52.203-14 Display of Hotline Poster(s) (OCT 2015)

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)

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

(OCT 2015)

52.204-12 Unique Entity Identifier Maintenance (OCT 2016)

52.204-13 System for Award Management Maintenance (OCT 2016)

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

(OCT 2015)

52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters

(JUL 2013)

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 (OCT 2010) with Alternate II (APR 1998)

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

52.215-14 Integrity Of Unit Prices (OCT 2010)

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

52.216-5 Price Redetermination – Prospective (Oct 1997)

52.219-4 Notice Of Price Evaluation Preference For HUBZone Small Business Concerns Offeror elects to waive the evaluation preference.

(OCT 2014)

52.219-8 Utilization Of Small Business Concerns (OCT 2014)

52.219-9 Small Business Subcontracting Plan (DEVIATION 2013- O0014)

(OCT 2016)

52.219-28 Post-Award Small Business Program Representation (JUL 2013)

52.222-3 Convict Labor (JUN 2003)

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

(MAY 2014)

52.222-21 Prohibition Of Segregated Facilities (APR 2015)

52.222-26 Equal Opportunity (SEP 2016)

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 (OCT 2015)

52.223-6 Drug-Free Workplace (MAY 2001)

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

(AUG 2011)

52.225-13 Restrictions On Certain Foreign Purchases (JUN 2008)

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

52.228-5 Insurance - Work on a Government Installation (JAN 1997)

52.232-1 Payments (APR 1984)

52.232-8 Discounts For Prompt Payment (FEB 2002)

52.232-11 Extras (APR 1984)

52.232-17 Interest (MAY 2014)

52.232-23 Assignment Of Claims (MAY 2014) with Alternate I (APR 1984)

52.232-25 Prompt Payment (MAY 2014)

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

(JUL 2013)

52.232-39 Unenforceability of Unauthorized Obligations (JUN 2013)

52.232-40 Providing Accelerated Payments to Small Business Subcontractors

(DEC 2013)

52.233-1 Disputes (MAY 2014) with Alternate I (DEC 1991)

52.233-3 Protest After Award (AUG 1996)

52.233-4 Applicable Law For Breach Of Contract Claim (OCT 2004)

52.237-3 Continuity Of Services (JAN 1991)

52.242-13 Bankruptcy (JUL 1995)

52.243-1 Changes - Fixed Price (AUG 1987)

52.244-2 Subcontracts (OCT 2010)

52.244-5 Competition In Subcontracting (DEC 1996)

52.244-6 Subcontracts For Commercial Items (OCT 2016)

52.246-16 Responsibility for Supplies (APR 1984)

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)

52.249-8 Default (Fixed-Price Supply And Service) (APR 1984)

52.249-14 Excusable Delays (APR 1984)

52.251-1 Government Supply Sources (APR 2012)

52.253-1 Computer Generated Forms (JAN 1991)

b. DEPARTMENT OF DEFENSE FEDERAL ACQUISITION REGULATION CLAUSES

DFARS CLAUSE TITLE

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)

252.203-7003 Agency Office of the Inspector General (DEC 2012)

252.203-7004 Display of Fraud Hotline Poster(s) (OCT 2016)

252.203-7997 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements (DEVIATION 2016- O0003)

(OCT 2015)

252.203-7999 Prohibition on Contracting with Entities that Require Certain Internal Confidentiality Agreements (DEVIATION 2015- O0010)

(FEB 2015)

252.204-7003 Control Of Government Personnel Work Product (APR 1992)

252.204-7006 Billing Instructions (OCT 2005)

252.204-7012 Safeguarding Covered Defense Information and Cyber Incident Reporting (DEVIATION 2016-O0001)

(OCT 2016)

252.204-7015 Disclosure of Information to Litigation Support Contractors (MAY 2016)

252.205-7000 Provision Of Information To Cooperative Agreement Holders

(DEC 1991)

252.209-7004 Subcontracting With Firms That Are Owned Or Controlled By The Government Of A Terrorist Country

(OCT 2015)

252.219-7003 Small Business Subcontracting Plan (DoD Contracts) (MAR 2016)

252.225-7003 Report Of Intended Performance Outside The United States And Canada—Submission With Offer

(OCT 2015)

252.225-7004 Report Of Intended Performance Outside The United States And Canada-Submission After Award

(OCT 2015)

252.225-7012 Preference For Certain Domestic Commodities (AUG 2016)

252.225-7048 Export-Controlled Items (JUN 2013)

252.226-7001 Utilization of Indian Organizations, Indian-Owned Economic Enterprises, And Native Hawaiian Small Business Concerns

(SEP 2004)

252.227-7000 Non-Estoppel (OCT 1966)

252.227-7013 Rights In Technical Data -- Noncommercial Items (FEB 2014)

252.227-7014 Rights In Noncommercial Computer Software And Noncommercial Computer Software Documentation

(FEB 2014)

252.227-7016 Rights in Bid or Proposal Information (JAN 2011)

252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions.

(JAN 2011

252.227-7019 Validation Of Asserted Restrictions--Computer Software (SEP 2016)

252.227-7028 Technical Data or Computer Software Previously Delivered to the Government.

(JUN 1995)

252.227-7030 Technical Data--Withholding Of Payment (MAR 2000)

252.227-7037 Validation of Restrictive Markings on Technical Data (SEPT 2016)

252.232-7003 Electronic Submission of Payment Requests and Receiving Reports

(JUN 2012)

252.232-7010 Levies On Contract Payments (DEC 2006)

252.242-7005 Contractor Business Systems (FEB 2012)

252.243-7001 Pricing Of Contract Modifications (DEC 1991)

252.243-7002 Requests For Equitable Adjustment (DEC 2012)

252.244-7000 Subcontracts For Commercial Items And Commercial Components (DoD Contracts)

(JUN 2013)

252.246-7001 Warranty Of Data (MAR 2014)

Alternate I (MAR 2014)

252.247-7023 Transportation Of Supplies By Sea (APR 2014)

252.247-7024 Notification Of Transportation Of Supplies By Sea (MAR 2000)

252.251-7000 Ordering From Government Supply Sources (AUG 2012)

I-2 52.217-7 Option for Increased Quantity -- Separately Priced Line Item (Mar 1989)

The Government may require the delivery of the numbered line item, identified in the Schedule as an option item, in the quantity and at the price stated in the Schedule. The Contracting Officer may exercise the option by written notice to the Contractor within 30 days of expiration of the contract.

Delivery of added items shall continue at the same rate that like items are called for under the contract, unless the parties otherwise agree.

(End of Clause)

I-3 52.222-35 -- Equal Opportunity for Veterans (OCT 2015)

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

“Active duty wartime or campaign badge veteran,” “Armed Forces service medal veteran,” “disabled veteran,” “protected veteran,” “qualified disabled veteran,’ and “recently separated veteran” have the meanings given at FAR 22.1301.

(b) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60-300.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified protected veterans, and requires affirmative action by the Contractor to employ and advance in employment qualified protected veterans.

(c) Subcontracts. The Contractor shall insert the terms of this clause in subcontracts of $100,000 or more unless exempted by rules, regulations, or orders of the Secretary of Labor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate of identify properly the parties and their undertakings.

(End of Clause)

I-4 52.222-36 – EQUAL OPPORTUNITY FOR WORKERS WITH DISABILITIES. (JUL

2014)

As prescribed in 22.1408(a) Equal opportunity clause. The Contractor shall abide by the requirements of the equal opportunity clause at 41 CFR 60.741.5(a), as of March 24, 2014. This clause prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by the Contractor to employ and advance in employment qualified individuals with disabilities.

(b) Subcontracts. The Contractor shall include the terms of this clause in every subcontract or purchase order in excess of $15,000 unless exempted by rules, regulations, or orders of the Secretary, so that such provisions will be binding upon each subcontractor or vendor. The Contractor shall act as specified by the Director, Office of Federal Contract Compliance Programs of the U.S. Department of Labor, to enforce the terms, including action for noncompliance. Such necessary changes in language may be made as shall be appropriate to identify properly the parties and their undertakings.

(End of Clause)

I-5 52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the date of the clause.

(b) The use in this solicitation or contract of any any Defense Federal Acquisition Regulation Supplement (48 CFR Ch 2) clause with an authorized deviation is indicated by the addition of “(DEVIATION)” after the name of the regulation.

(End of Clause)

I-6 252.211-7003 ITEM IDENTIFICATION AND VALUATION (MAR 2016)

(a) Definitions. As used in this clause—

“Automatic identification device” means a device, such as a reader or interrogator, used to retrieve data encoded on machine-readable media.

“Concatenated unique item identifier” means—

(1) For items that are serialized within the enterprise identifier, the linking together of the unique identifier data elements in order of the issuing agency code, enterprise identifier, and unique serial number within the enterprise identifier; or

(2) For items that are serialized within the original part, lot, or batch number, the linking together of the unique identifier data elements in order of the issuing agency code; enterprise identifier; original part, lot, or batch number; and serial number within the original part, lot, or batch number.

“Data matrix” means a two-dimensional matrix symbology, which is made up of square or, in some cases, round modules arranged within a perimeter finder pattern and uses the Error Checking and Correction 200 (ECC200) specification found within International Standards Organization (ISO)/International Electrotechnical Commission (IEC) 16022.

“Data qualifier” means a specified character (or string of characters) that immediately precedes a data field that defines the general category or intended use of the data that follows.

“DoD recognized unique identification equivalent” means a unique identification method that is in commercial use and has been recognized by DoD. All DoD recognized unique identification equivalents are listed at http://www.acq.osd.mil/dpap/pdi/uid/iuid_equivalents.html.

“DoD item unique identification” means a system of marking items delivered to DoD with unique item identifiers that have machine-readable data elements to distinguish an item from all other like and unlike items. For items that are serialized within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier and a unique serial number. For items that are serialized within the part, lot, or batch number within the enterprise identifier, the unique item identifier shall include the data elements of the enterprise identifier; the original part, lot, or batch number; and the serial number.

“Enterprise” means the entity (e.g., a manufacturer or vendor) responsible for assigning unique item identifiers to items.

“Enterprise identifier” means a code that is uniquely assigned to an enterprise by an issuing agency.

“Government’s unit acquisition cost” means—

(1) For fixed-price type line, subline, or exhibit line items, the unit price identified in the contract at the time of delivery;

(2) For cost-type or undefinitized line, subline, or exhibit line items, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery; and

(3) For items produced under a time-and-materials contract, the Contractor’s estimated fully burdened unit cost to the Government at the time of delivery.

“Issuing agency” means an organization responsible for assigning a globally unique identifier to an enterprise, as indicated in the Register of Issuing Agency Codes for ISO/IEC 15459, located at http://www.aimglobal.org/?Reg_Authority15459.

“Issuing agency code” means a code that designates the registration (or controlling) authority for the enterprise identifier.

“Item” means a single hardware article or a single unit formed by a grouping of subassemblies, components, or constituent parts.

“Lot or batch number” means an identifying number…