DRAFT N00173-20-R-HD01 RFP.pdf

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

UNDER DPAS (15 CFR 700)

RATING PAGE OF PAGES

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

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

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

SOLICITATION

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

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

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

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

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

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

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

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

OFFER (Must be fully completed by offeror)

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

13. DISCOUNT FOR PROMPT PAYMENT

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

14. ACKNOWLEDGMENT OF AMENDMENTS

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

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

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFEROR

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

OFFER(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

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

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

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

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

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

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

1 56

82-4070-18 N00173

Naval Research Laboratory-Code 3220 4555 Overlook Ave, SW, Washington, DC 20375-5329

N00173-20-R-HD01

Bldg. 222, Room 115 3pm

Heather Dinsmore heather.dinsmore@nrl.navy.mil

2-6 11-16 17-22 51-56

39-50

23-29

202 404 8080

31-38

DRAFT

SOLICITATION NUMBER N00173-20-R-HD01

SECTION B

SUPPLIES OR SERVICES AND PRICES/COSTS

NOTICE TO OFFERORS: Insert the estimated cost and fixed fee for the base year and any option year(s).

B-1 SUPPLIES/SERVICES AND COSTS

ITEM NO SUPPLIES/SERVICES

ESTIMATED

COST

FIXED FEE

ESTIMATED COST

PLUS FIXED FEE

0001 Labor $ $ $

The Contractor shall furnish all labor required to accomplish the requirements IAW Attachment 1- Statement of Work (SOW).

PSC: AR23

SLIN: ACRN: AMOUNT:

ITEM NO SUPPLIES/SERVICES COST

0002 Other Direct Costs (ODCs) $

The Contractor shall furnish necessary ODCs including travel and material required to meet the requirements of the Statement of Work. ODCs shall be billed exclusive of fee. Travel will be reimbursed at actual direct cost in accordance with the limitations set forth in FAR 31.205-46 and IAW the Joint Travel Regulations (JTR).

PSC: AR23

SLIN: ACRN: AMOUNT:

ITEM NO SUPPLIES/SERVICES COST

0003 Data and Reports NSP

The Contractor shall furnish all data as required by the Contract Data Requirements List (CDRL), DD Form 1423, which is hereby incorporated as Exhibit A of this Contract.

PSC: AR23

ITEM NO SUPPLIES/SERVICES COST

0004 Contractor Acquired Property NSP

The Contractor shall deliver all property (including, but not limited to, material, equipment, special tooling, and special test equipment) acquired, fabricated, or otherwise created in support of and using funds obligated under this task order to the Government.

PSC: AR23

Base Year Value $

OPTION 1

ITEM NO SUPPLIES/SERVICES

ESTIMATED

COST

FIXED FEE

ESTIMATED COST

PLUS FIXED FEE

1001 Labor $ $ $

The Contractor shall furnish all labor required to accomplish the requirements IAW Attachment 1- Statement of Work (SOW).

1002 Other Direct Costs (ODCs) $

The Contractor shall furnish necessary ODCs including travel and material required to meet the requirements of the Statement of Work. ODCs shall be billed exclusive of fee. Travel will be reimbursed at actual direct cost in accordance with the limitations set forth in FAR

1003 Data and Reports NSP

The Contractor shall furnish all data as required by the Contract Data Requirements List

(CDRL), DD Form 1423, which is hereby incorporated as Exhibit A of this Contract.

1004 Contractor Acquired Property NSP

The Contractor shall deliver all property (including, but not limited to, material, equipment, special tooling, and special test equipment) acquired, fabricated, or otherwise created in support of and using funds obligated under this task order to the Government.

Option 1 Value $

Option 2

ITEM NO SUPPLIES/SERVICES

ESTIMATED

COST

FIXED FEE

ESTIMATED COST

2001 Labor $ $ $

2002 Other Direct Costs (ODCs) $

The Contractor shall furnish necessary ODCs including travel and material required to meet the requirements of the Statement of Work. ODCs shall be billed exclusive of fee. Travel

2003 Data and Reports NSP

The Contractor shall furnish all data as required by the Contract Data Requirements List

2004 Contractor Acquired Property NSP

The Contractor shall deliver all property (including, but not limited to, material, equipment, Option 2 Value $

Option 3

ITEM NO SUPPLIES/SERVICES

ESTIMATED

COST

FIXED FEE

ESTIMATED COST

3001 Labor $ $ $

3002 Other Direct Costs (ODCs) $

The Contractor shall furnish necessary ODCs including travel and material required to meet the requirements of the Statement of Work. ODCs shall be billed exclusive of fee. Travel

3003 Data and Reports NSP

The Contractor shall furnish all data as required by the Contract Data Requirements List

3004 Contractor Acquired Property NSP

The Contractor shall deliver all property (including, but not limited to, material, equipment, Option 3 Value $

Option 4

ITEM NO SUPPLIES/SERVICES

ESTIMATED

COST

FIXED FEE

ESTIMATED COST

4001 Labor $ $ $

4002 Other Direct Costs (ODCs) $

The Contractor shall furnish necessary ODCs including travel and material required to meet the requirements of the Statement of Work. ODCs shall be billed exclusive of fee. Travel

4003 Data and Reports NSP

The Contractor shall furnish all data as required by the Contract Data Requirements List

4004 Contractor Acquired Property NSP

The Contractor shall deliver all property (including, but not limited to, material, equipment, Option 4 Value $

TOTAL CONTRACT VALUE (including all options) $

SECTION C

DESCRIPTION/SPECIFICATIONS/STATEMENT OF WORK

C-1 STATEMENT OF WORK

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

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) D, Automatic Data Processing and Telecommunications, IT and Telecom-Telecommunication (D304) and Internet (D322) ONLY;

(5) S, Utilities ONLY;

(6) V, Freight and Shipping ONLY.

The Contractor is required to completely fill in all required data fields using the following web address https://www.ecmra.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://www.ecmra.mil.

SECTION D

PACKAGING AND MARKING

D-1 PACKAGING AND MARKING

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

D-2 Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M (dated February 28, 2006) and its Change 2 (dated May 18, 2016), and Attachment 5 - DD 254 - Contract Security Classification Specification.

D-3 The Contractor shall mark all shipments under this contract in accordance with the addition of ASTM- D-3951-18 “Standard Practice for Commercial Packaging” in effect on the date of the contract.

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

SECTION E

INSPECTION AND ACCEPTANCE

E-1 INSPECTION AND ACCEPTANCE CLAUSES INCORPORATED BY REFERENCE:

FAR CLAUSE TITLE

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

(APR 1984)

E-2 INSPECTION AND ACCEPTANCE

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

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

SECTION F

DELIVERIES OR PERFORMANCE

F-1 DELIVERIES OR PERFORMANCE CLAUSES INCORPORATED BY REFERENCE:

FAR CLAUSE TITLE

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

F-2 PERIOD OF PERFORMANCE

Type Contract Line Items Period of Performance Base Year 0001, 0002, 0003, 0004 March 2020 – Feb 2021 Option 1 1001, 1002, 1003, 1004 March 2020 – Feb 2021 Option 2 2001, 2002, 2003, 2004 March 2020 – Feb 2021 Option 3 3001, 3002, 3003, 3004 March 2020 – Feb 2021 Option 4 4001, 4002, 4003, 4004 March 2020 – Feb 2021

F-3 PLACE OF PERFORMANCE

The principal place of performance of this contract shall be Naval Research Laboratory, 4555 Overlook Ave SW, Washington, D.C. 20375.

F-4 GOVERNMENT FURNISHED PROPERTY (GFP)

If during the performance of the statement of work, it is determined that providing GFP is necessary, a list of GFP will be incorporated into the contract via attachment, along with the following information:

The GFP will be provided by (Insert date).

The Government shall deliver the GFP to the following address: (Insert location) Upon completion of the award, the GFP will be returned to (Insert location or TBD, if not known upon issuing the 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)

Contract Specialist Heather Dinsmore, heather.dinsmore@nrl.navy.mil, (202) 404-8080

NRL Competition Advocate

*To be completed at award

Security Matters Contracting Officer Representative 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 nrl1030@ccs.nrl.navy.mil. For FOIA information, see https://www.nrl.navy.mil/foia/.

(b) The Contract Administration Office (CAO) designated in Block 24 on the Standard Form 33 is responsible for all matters specified in FAR 42.302(a) and DFARS 242.302(a), except in those areas otherwise designated herein.

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

(1) The function at FAR 42.302(a)(51), consent to the placement of subcontracts, is withheld from DCMA ACO administration.

G-2 CONTRACTING OFFICER’S REPRESENATIVE (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 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 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.

(*To be filled in at time of award)

G-3 DFARS 252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(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.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (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.sam.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 shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items—

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

Not Applicable

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

Not Applicable

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

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

Routing Data Table Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC * Issue By DoDAAC N00173 Admin DoDAAC * Inspect By DoDAAC N00173 Ship To Code N00173 Ship From Code * Mark For Code N/A Service Approver (DoDAAC) N00173 Service Acceptor (DoDAAC) N00173 Accept at Other DoDAAC N/A LPO DoDAAC N/A DCAA Auditor DoDAAC * Other DoDAAC(s) N/A

(*To be filled in at time of award)

(4) Payment request. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(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.

* To be completed at award

(2) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

G-4 SUBCONTRACTORS

(a) If the Contractor does not have an approved purchasing system, consent to subcontract in accordance with FAR 52.244-2(c) shall be directed to the assigned contract specialist and procuring Contracting Officer.

(b) Pursuant to FAR 52.244-2(d), if the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain the Contracting Officer’s written consent before placing the following subcontracts: *Contracting Officer will input any critical services that are determined to need special surveillance, therefore consent prior to placing a subcontracting

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

SUBCONTRACTOR NAME

(*To be filled in at time of award)

G-5 INCREMENTAL FUNDING

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

CLIN Allotted to Cost Allotted to Fee Total Allotted to CPFF Total

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

G-6 INFORMATIONAL SUBLINE ITEMS

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

G-7 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION

CITATIONS (COST-REIMBURSEMENT)

In accordance with PGI 204.7108, the payment table provided at PGI 204.7108(b)(2) is not applicable to this contract; therefore, use PGI 204.7108(d)(12) Other and pay as follows: If there is more than one ACRN within a contract line item, the payment office will make payment using the ACRN(s) cited on the Contractor's invoice. The non-standard clause (d)(12) “Other” provides a significantly better reflection of how funds will be expended in support of contract performance; and (b) are agreed to by the payment office and the contract administration office.

G-8 TECHNICAL DIRECTION MEMORANDUM (TDM)

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

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

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

(b) Technical instructions must be within the scope of work stated in the contract. Technical instructions may not be used to:

(1) Assign additional work under the contract:

(2) Direct a change as defined in the contract clause entitled "Changes";

(3) Increase or decrease the estimated contract cost, the fixed fee, or the time required for contract performance; or

(4) Change any of the terms, conditions or specifications of the contract

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

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

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

(1) Date of TDM,

(2) Contract Number,

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

(4) The specific technical direction or clarification,

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

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

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

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

(9) The signature of the COR

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

(g) The only individual authorized in any way to amend or modify any of the terms of this contract shall be the Contracting Officer. When, in the opinion of the Contractor, any technical direction calls for effort outside the scope of the contract or inconsistent with this special clause, the Contractor shall notify the Contracting Officer in writing within ten (10) working days after its receipt.

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1 TYPE OF CONTRACT

The Government contemplates award of a cost-plus-fixed-fee term form* contract.

H-2 KEY PERSONNEL

(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 categories are identified as key personnel:

Key Position General Position Program Manager Program Manager Neptune™ Software Lead Software Engineer Level 4 Neptune™ Development Lead Software Engineer Level 4 Neptune™ Support Lead Software Engineer Level 4 Neptune™ Application Developer Lead Software Engineer Level 4 Flight Software Development Lead Flight Software Engineer Level 4 Robotics Software Development Lead Robotics Software Engineer Level 4 Embedded Software Development Lead Embedded Software Engineer Level 4 Integration and Test Lead Test Support Engineer Level 4 Integration and Test Software Lead Software Engineer Level 4 Ground Systems Lead Software Engineer Level 4 Chief Systems Engineer Test Support Engineer Level 4 VMOC Development Lead VMOC Software Engineer Level 4

H-3 REPORT PREPARATION

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-4 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 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-5 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).

H-6 LEVEL OF EFFORT

(a) The total estimated level of effort for performance of this contract is 200,000 hours for the base year and each option year (if exercised) of direct labor, including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. A breakdown of labor categories and hours is set forth in paragraph (k) below.

(b) The level of effort for this contract is estimated to be expended at an average rate of 16,667 hours per month for the base year and each option year (if exercised). It is understood and agreed that the rate of hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total hours of effort prior to the expiration of the term of the contract.

(c) The Contractor is required to notify the Contracting Officer when any of the following situations occur, or are anticipated to occur: If during any three consecutive months the monthly average is exceeded by 25% or, if at any time it is forecast that during the last three months of the contract less than 50% of the monthly average will be used during any given month; or, when 75% of the total level of effort has been expended.

(d) If, during the term of the contract, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total hours of effort specified would be used prior to the expiration of the term, the Contractor shall notify the Contracting Officer in writing, setting forth the acceleration required, the probable benefits which would result, and an offer to undertake the acceleration at no increase in the estimated cost or fixed fee together with an offer setting forth a proposed level of effort, cost breakdown, and proposed fixed fee for continuation of the work until expiration of the term hereof. The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by then current law, regulations, or directives, and that the offer, with a written notice of acceptance by the Contracting Officer, shall constitute a binding contract. The Contractor shall not accelerate any effort until receipt of such written approval by the Contracting Officer. Any agreement to accelerate will be formalized by contract modification.

(e) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total hours of effort specified in paragraph (a) above would be used prior to the expiration of the term. This order shall specify the acceleration required and the resulting revised term. The Contractor shall acknowledge this order within five days of receipt.

(f) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the term of this contract, the Contracting Officer shall either (i) reduce the fixed fee of this contract as follows:

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

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

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

(h) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish hours in excess of the total hours specified in paragraph (a) above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fixed fee is required, and no adjustment in the fixed fee shall be made provided that the Contractor has delivered at least 95% of the level of effort required in paragraph (a) above.

(i) It is understood that the mix of labor categories provided by the Contractor under the contract, as well as the distribution of effort among those categories, may vary considerably from the initial mix and distribution of effort which was estimated by the government or proposed by the Contractor.

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

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

LABOR CATEGORY BASE OPTION 1 OPTION 2 OPTION 3 OPTION 4

Embedded Software Engineer – Level 1 2,000 2,000 2,000 2,000 2,000 Embedded Software Engineer – Level 3 8,000 8,000 8,000 8,000 8,000 Embedded Software Engineer – Level 4 8,000 8,000 8,000 8,000 8,000 Flight Software Engineer – Level 1 4,000 4,000 4,000 4,000 4,000 Flight Software Engineer – Level 2 4,000 4,000 4,000 4,000 4,000 Flight Software Engineer – Level 3 2,000 2,000 2,000 2,000 2,000 Flight Software Engineer – Level 4 6,000 6,000 6,000 6,000 6,000 Program Support – Level 3 6,000 6,000 6,000 6,000 6,000 Robotics Software Engineer – Level 1 4,000 4,000 4,000 4,000 4,000 Robotics Software Engineer – Level 3 4,000 4,000 4,000 4,000 4,000 Robotics Software Engineer – Level 4 4,000 4,000 4,000 4,000 4,000 Software Engineer – Level 1 16,000 16,000 16,000 16,000 16,000 Software Engineer – Level 2 16,000 16,000 16,000 16,000 16,000

LABOR CATEGORY BASE OPTION 1 OPTION 2 OPTION 3 OPTION 4

Software Engineer – Level 3 16,000 16,000 16,000 16,000 16,000 Software Engineer – Level 4 26,000 26,000 26,000 26,000 26,000 Software QA Engineer - Level 3 2,000 2,000 2,000 2,000 2,000 System Administrator – Level 3 6,000 6,000 6,000 6,000 6,000 System Administrator – Level 4 6,000 6,000 6,000 6,000 6,000 Systems Engineer – Level 3 4,000 4,000 4,000 4,000 4,000 Systems Engineer – Level 4 12,000 12,000 12,000 12,000 12,000 Technical Writer – Level 2 4,000 4,000 4,000 4,000 4,000 Test Support Engineer – Level 1 2,000 2,000 2,000 2,000 2,000 Test Support Engineer – Level 2 4,000 4,000 4,000 4,000 4,000 Test Support Engineer – Level 3 6,000 6,000 6,000 6,000 6,000 Test Support Engineer – Level 4 12,000 12,000 12,000 12,000 12,000 VMOC Software Engineer – Level 2 8,000 8,000 8,000 8,000 8,000 VMOC Software Engineer – Level 3 8,000 8,000 8,000 8,000 8,000

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:

https://www.acquisition.gov/

a. FEDERAL ACQUISITION REGULATIONS 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) 52.204-2 Security Requirements (AUG 1996) 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber Content

Paper

(MAY 2011)

52.204-9 Personal Identity Verification Of Contractor Personnel (JAN 2011) 52.204-10 Reporting Executive Compensation and First-Tier Subcontract

Awards

(OCT 2018)

52.204-13 System for Award Management Maintenance (OCT 2018) 52.203-17 Contractor Employee Whistleblower Rights and Requirement To

Inform Employees of Whistleblower Rights

(APR 2014)

52.204-18 Commercial and Government Entity Code Maintenance (JUL 2016) 52.204-23 Prohibition on Contracting for Hardware, Software, and Services

Developed or Provided by Kaspersky Lab and Other Covered Entities

(JUL 2018)

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

(OCT 2018)

52.209-10 Prohibition on Contracting with Inverted Domestic Corporations (NOV 2015) 52.210-1 Market Research (APR 2011) 52.211-15 Defense Priority And Allocation Requirements (APR 2008) 52.215-2 Audit And Records-Negotiation (OCT 2010) 52.215-8 Order Of Precedence - Uniform Contract Format (OCT 1997) 52.215-11 Price Reduction For Defective Certified Cost Or Pricing Data -

Modifications

(AUG 2011)

52.215-13 Subcontractor Certified Cost or Pricing Data–Modifications (MAY 2018)

(Deviation 2018-O0015) 52.215-17 Waiver Of Facilities Capital Cost Of Money (*will be included if the successful…