N0017323RWR01.pdf

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RYAN.WHEELOCK@NRL.NAVY.MIL

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

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

DO-C9 1 73

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00173 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

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

ELECTRONIC SUBMIT ONLY

conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

RYAN WHEELOCK

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 8

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

12 - 14

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 15 - 19 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 20 - 24 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

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 AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

25 - 32

PART II - CONTRACT CLAUSES

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW

WASHINGTON DC 20375

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

15 Mar 2023

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0017323RWR01

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot R&D Labor

CPFF

Laboratory and At-Sea Acoustic Techniques (LASAT) FOB: Destination

PSC CD: AJ13

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0002 1 Lot Material and Travel

COST

0003 1 Lot Technical Data

COST

See Exhibit A

0004 1 Lot Contractor Acquired Property

COST

1001 1 Lot OPTION R&D Labor

CPFF

Laboratory and At-Sea Acoustic Techniques (LASAT)

1002 1 Lot OPTION Material and Travel

COST

1003 1 Lot OPTION Technical Data

COST

1004 1 Lot Contractor Acquired Property

COST

2001 1 Lot OPTION R&D Labor

CPFF

Laboratory and At-Sea Acoustic Techniques (LASAT)

2002 1 Lot OPTION Material and Travel

COST

2003 1 Lot OPTION Technical Data

COST

2004 1 Lot Contractor Acquired Property

COST

3001 1 Lot OPTION R&D Labor

CPFF

Laboratory and At-Sea Acoustic Techniques (LASAT)

3002 1 Lot OPTION Material and Travel

COST

3003 1 Lot OPTION Technical Data

COST

3004 1 Lot Contractor Acquired Property

COST

4001 1 Lot OPTION R&D Labor

CPFF

Laboratory and At-Sea Acoustic Techniques (LASAT)

4002 1 Lot OPTION Material and Travel

COST

4003 1 Lot OPTION Technical Data

COST

4004 1 Lot Contractor Acquired Property

COST

Section C - Descriptions and Specifications

SECTION C

SECTION C

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 Exhibit A - Contract Data Requirements List, Attachment 1 - Statement of Work, and all other Attachments cited in Section J, which are incorporated by reference into Section C

Section D - Packaging and Marking

SECTION D

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 MARKING OF SHIPMENTS AND REPORTS

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. The Contractor shall comply with FED STD 313-F (Material Safety Data, Transportation Data, And Disposal Data, For Hazardous Materials Furnished To Government Activities) to the extent applicable.

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

(1) Name and business address of the Contractor

(2) Contract number

D-3 UNCLASSIFIED AND CLASSIFIED MARKING

Unclassified data shall be prepared for shipment in accordance with requirements set forth in the Task Order, or if none is specified, pursuant to industry standards.

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 3 - DD 254 - Contract Security Classification Specification.

Section E - Inspection and Acceptance

SECTION E

SECTION E

INSPECTION AND ACCEPTANCE

E-1 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. Constructive acceptance, in accordance with FAR 32.904, shall be deemed to have occurred on the fourteenth (14th) day after the final delivery.

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 1001 Destination Government Destination Government 1002 Destination Government Destination Government 1003 Destination Government Destination Government 1004 Destination Government Destination Government 2001 Destination Government Destination Government 2002 Destination Government Destination Government 2003 Destination Government Destination Government 2004 Destination Government Destination Government 3001 Destination Government Destination Government 3002 Destination Government Destination Government 3003 Destination Government Destination Government 3004 Destination Government Destination Government 4001 Destination Government Destination Government 4002 Destination Government Destination Government 4003 Destination Government Destination Government 4004 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

252.245-7001 Tagging, Labeling, and Marking of Government-Furnished Property

APR 2012

Section F - Deliveries or Performance

SECTION F

SECTION F

DELIVERIES OR PERFORMANCE

F-1 PLACE OF PERFORMANCE

The primary place of performance for this contract is at the Naval Research Laboratory located in Washington, DC.

F-2 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).

All deliveries required under this contract shall be delivered to the following addresses only:

Receiving Officer Naval Research Laboratory Contract Number *

ATTN: *

CODE: *

LOCATION: NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE, SW

WASHINGTON DC 20375

F-3 GOVERNMENT FURNISHED PROPERTY

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 *.

The Government shall deliver the GFP to the following address: * Upon completion of the award, the GFP will be returned to *.

(* To be completed when applicable)

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 POP 14-JUN-2023 TO

13-JUN-2024

N/A NAVAL RESEARCH LABORATORY

CONTRACTING OFFICER

REPRESENTATIVE

4555 OVERLOOK AVE SW

WASHINGTON DC 20375

(202) 767-3155

N00173

0002 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

0003 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

0004 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

1001 POP 14-JUN-2024 TO

13-JUN-2025

N/A (SAME AS PREVIOUS LOCATION)

1002 POP 14-JUN-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1003 POP 14-JUN-2024 TO

N/A (SAME AS PREVIOUS LOCATION)

1004 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

2001 POP 14-JUN-2025 TO

13-JUN-2026

N/A (SAME AS PREVIOUS LOCATION)

2002 POP 14-JUN-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

2003 POP 14-JUN-2025 TO

N/A (SAME AS PREVIOUS LOCATION)

2004 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

3001 POP 14-JUN-2026 TO

13-JUN-2027

N/A (SAME AS PREVIOUS LOCATION)

3002 POP 14-JUN-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

3003 POP 14-JUN-2026 TO

N/A (SAME AS PREVIOUS LOCATION)

3004 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

4001 POP 14-JUN-2027 TO

13-JUN-2028

N/A (SAME AS PREVIOUS LOCATION)

4002 POP 14-JUN-2027 TO

N/A (SAME AS PREVIOUS LOCATION)

4003 POP 14-JUN-2027 TO

N/A (SAME AS PREVIOUS LOCATION)

4004 POP 14-JUN-2023 TO

N/A (SAME AS PREVIOUS LOCATION)

52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.247-34 F.O.B. Destination NOV 1991

Section G - Contract Administration Data

SECTION G

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 24 on the Standard Form 33, 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 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.

Contract Specialist Ryan Wheelock, Code 1335, Email: ryan.wheelock@nrl.navy.mil.

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 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 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 PAYMENT INSTRUCTIONS - OTHER (PGI 204.7108(d)(12))

This contract is a cost-type contract funded by multiple funding types and/or customers, spanning several years.

Funding for the CLINs contained in this contract are received from various funding sources and applied to specific tasking as defined in the funding modifications.

Payment shall be made in accordance with the Contracting Officer/DCAA approved billing whereby the contractor shall include identification of the CLIN, SLIN, and ACRN on each invoice. This will allow for appropriate contractor invoicing based on the unique customer requirement funding and Contracting Officer's instructions. This approach also allows for proper matching of the charge to the activity that has received the service/product with the application of the payment to the corresponding entity.

G-4 TECHNICAL DIRECTION MEMORANDUM (TDM)

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

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

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

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

(1) Assign additional work under the contract:

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

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

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

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

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

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

(1) Date of TDM,

(2) Contract Number,

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

(4) The specific technical direction or clarification,

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

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

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

(8) The Network Activity 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.

252.204-7006 Billing Instructions OCT 2005

CLAUSES INCORPORATED BY FULL TEXT

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.

N/A – No fixed price line items.

(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.

N/A – No fixed price line items.

(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

(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.

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

(End of clause)

Section H - Special Contract Requirements

SECTION H

SECTION H

SPECIAL CONTRACT REQUIREMENTS

H-1 TYPE OF CONTRACT

This is a Cost Plus Fixed Fee (CPFF) term contract.

H-2 KEY PERSONNEL REQUIREMENTS

(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.

(e) The following are identified as key personnel:

Labor Category Research Scientist Category A KEY Research Scientist Category B KEY Research Scientist Category C KEY Research Scientist Category D KEY Senior Research Scientist Category A KEY Research Scientist Category E KEY

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) ofthis 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-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 Contractor agrees to provide the total level of effort specified in the next sentence for performance of the work described in this contract. The level of effort for performance of this contract shall not exceed 61,440 total hours for base year and 61,440 total hours for each option year, if exercised, 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 hours is set forth in paragraph (k) below.

(b) 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 85% 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 up to five percent 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 yearly breakdown of the total level of effort is as follows:

Labor Category Year 1 Year 2 Year 3 Year 4 Year 5 TOTAL Labor Total 61440 61440 61440 61440 61440 307200

Section I - Contract Clauses

52.202-1 Definitions JUN 2020 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 JUN 2020 52.203-7 Anti-Kickback Procedures JUN 2020 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

JUN 2020

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

JUN 2010

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

JUN 2020

52.203-19 Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements

JAN 2017

52.204-2 Security Requirements MAR 2021 52.204-4 Printed or Copied Double-Sided on Postconsumer Fiber

Content Paper

MAY 2011

52.204-5 Women-Owned Business (Other Than Small Business) OCT 2014 52.204-10 Reporting Executive Compensation and First-Tier

Subcontract Awards

JUN 2020

52.204-12 Unique Entity Identifier Maintenance OCT 2016 52.204-13 System for Award Management Maintenance OCT 2018 52.204-14 Service Contract Reporting Requirements OCT 2016 52.204-18 Commercial and Government Entity Code Maintenance AUG 2020 52.204-21 Basic Safeguarding of Covered Contractor Information

Systems

NOV 2021

52.204-23 Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab and Other Covered Entities

NOV 2021

52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment

NOV 2021

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

NOV 2021

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 NOV 2021 52.211-15 Defense Priority And Allocation Requirements APR 2008 52.215-2 Audit and Records--Negotiation JUN 2020 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-10 Price Reduction for Defective Certified Cost or Pricing Data AUG 2011 52.215-11 Price Reduction for Defective Certified Cost or Pricing Data--

Modifications

JUN 2020

52.215-12 Subcontractor Certified Cost or Pricing Data JUN 2020 52.215-13 Subcontractor Certified Cost or Pricing Data--Modifications JUN 2020 52.215-15 Pension Adjustments and Asset Reversions OCT 2010

52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-19 Notification of Ownership Changes OCT 1997 52.215-20 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data

NOV 2021

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications

NOV 2021

52.215-23 Limitations on Pass-Through Charges JUN 2020 52.216-7 Allowable Cost And Payment AUG 2018 52.216-8 Fixed Fee JUN 2011 52.219-4 Notice of Price Evaluation Preference for HUBZone Small

Business Concerns

OCT 2022

52.219-8 Utilization of Small Business Concerns OCT 2022 52.219-9 Small Business Subcontracting Plan OCT 2022 52.219-16 Liquidated Damages-Subcontracting Plan SEP 2021 52.219-28 Post-Award Small Business Program Rerepresentation OCT 2022 52.222-2 Payment For Overtime Premiums JUL 1990 52.222-3 Convict Labor JUN 2003 52.222-4 Contract Work Hours and Safety Standards - Overtime

Compensation

MAY 2018

52.222-21 Prohibition Of Segregated Facilities APR 2015 52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans JUN 2020 52.222-37 Employment Reports on Veterans JUN 2020 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-41 Service Contract Labor Standards AUG 2018 52.222-50 Combating Trafficking in Persons NOV 2021 52.222-54 Employment Eligibility Verification MAY 2022 52.223-5 Pollution Prevention and Right-to-Know Information MAY 2011 52.223-6 Drug-Free Workplace MAY 2001 52.223-18 Encouraging Contractor Policies To Ban Text Messaging

While Driving

JUN 2020

52.223-19 Compliance with Environmental Management Systems MAY 2011 52.224-1 Privacy Act Notification APR 1984 52.224-2 Privacy Act APR 1984 52.225-13 Restrictions on Certain Foreign Purchases FEB 2021 52.227-1 Authorization and Consent JUN 2020 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

JUN 2020

52.228-7 Insurance--Liability To Third Persons MAR 1996 52.229-11 Tax on Certain Foreign Procurements--Notice and

Representation

JUN 2020

52.229-12 Tax on Certain Foreign Procurements FEB 2021 52.230-3 Disclosure And Consistency Of Cost Accounting Practices JUN 2020 52.230-4 Disclosure and Consistency of Cost Accounting Practices --

Foreign Concerns

JUN 2020

52.230-6 Administration of Cost Accounting Standards JUN 2010 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest MAY 2014 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims MAY 2014 52.232-25 Prompt Payment JAN 2017 52.232-33 Payment by Electronic Funds Transfer--System for Award

Management

OCT 2018

52.232-39 Unenforceability of Unauthorized Obligations JUN 2013 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

NOV 2021

52.233-1 Disputes MAY 2014 52.233-3 Protest After Award AUG 1996 52.233-4 Applicable Law for Breach of Contract Claim OCT 2004 52.237-2 Protection Of Government Buildings, Equipment, And

Vegetation

APR 1984

52.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs DEC 2022 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.243-2 Changes--Cost-Reimbursement AUG 1987 52.243-6 Change Order Accounting APR 1984 52.243-7 Notification Of Changes JAN 2017 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Products and Commercial

Services

DEC 2022

52.245-1 Government Property SEP 2021 52.245-9 Use And Charges APR 2012 52.246-23 Limitation Of Liability FEB 1997 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-6 Termination (Cost Reimbursement) MAY 2004 52.249-14 Excusable Delays APR 1984 52.250-1 Indemnification Under Public Law 85-804 APR 1984 52.250-5 SAFETY Act-Equitable Adjustment FEB 2009 52.252-2 Clauses Incorporated By Reference FEB 1998 52.253-1 Computer Generated Forms JAN 1991 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7002 Requirement to Inform Employees of Whistleblower Rights DEC 2022 252.203-7003 Agency Office of the Inspector General AUG 2019 252.203-7004 Display of Hotline Posters AUG 2019 252.204-7000 Disclosure Of Information OCT 2016 252.204-7003 Control Of Government Personnel Work Product APR 1992 252.204-7012 Safeguarding Covered Defense Information and Cyber

Incident Reporting

DEC 2019

252.204-7015 Notice of Authorized…