N3943022C2401_Conformed.pdf

AWARD/CONTRACT

2. CONTRACT

RATING PAGE OF PAGES

3. EFFECTIVE DATE

(Proc. Inst. Ident.)

N3943022C2401 03 Nov 2021

5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

NO. 4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

SEE SCHEDULE

NAVFAC EXWC

CODE ACQ / NAVAL BASE VENTURA COUNTY

1100 23RD AVE BLDG 1100

PORT HUENEME CA 93043-4301

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)

NATIONAL MARINE MAMMAL FOUNDATION, INC.

MIKE MARCHESANO

2240 SHELTER ISLAND DR STE 200

SAN DIEGO CA 92106-3141

CODE

11. SHIP TO/MARK FOR

52TL9

NAVFAC EXWC

MANDY SHOEMAKER

CODE EV

1000 23RD AVE BLDG 1000

PORT HUENEME CA 93043-4301

CODE

FACILITY CODE

N39430

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

[ ] 10 U.S.C. 2304(c)( )

15A. ITEM NO.

[ ] 41 U.S.C. 253(c)( )

15B. SUPPLIES/ SERVICES

SEE SCHEDULE

(X)

PART I - THE SCHEDULE

SEC. DESCRIPTION

16. TABLE OF CONTENTS

PAGE(S)

X X

A SOLICITATION/ CONTRACT FORM 1

X B

X C

SUPPLIES OR SERVICES AND PRICES/ COSTS

DESCRIPTION/ SPECS./ WORK STATEMENT

X D E

PACKAGING AND MARKING

X F

INSPECTION AND ACCEPTANCE

X G

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

X H SPECIAL CONTRACT REQUIREMENTS

7 - 12 13 - 15

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT X

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE document and return copies to issuing office.)1 Contractor is required to sign this items or perform all the services set forth or otherwise identified above and on any continuation Contractor agrees to furnish and deliver all sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract,

(b) the solicitation, if any , and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.

(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER (Type or print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

BY

(Signature of person authorized to sign)

Previous edition is NOT usable

See Item 5

8. DELIVERY

[ ] FOB ORIGIN [ ] OTHER X (See below)

9. DISCOUNT FOR PROMPT PAYMENT

Net 30 Day s

10. SUBMIT INVOICES 0 ITEM

TO THE ADDRESS

SHOWN IN:

(4 copies unless otherwise specified)

12. PAYMENT WILL BE MADE BY

DFAS CLEVELAND

CLEVELAND NORFOLK ACCOUNTS PAYABLE

PO BOX 998022

CLEVELAND OH 44199-8022

CODE N68732

14. ACCOUNTING AND APPROPRIATION DATA

See Schedule

15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TOTAL AMOUNT OF CONTRACT $343,645.00

(X)

PART II - CONTRACT CLAUSES

SEC. DESCRIPTION PAGE(S)

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

X I CONTRACT CLAUSES 16 - 23

PART IV - REPRESENTATIONS AND INSTRUCTIONS

J LIST OF ATTACHMENTS

K

L

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

INSTRS., CONDS., AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD

18. [ ] SEALED-BID AWARD (Contractor is not required to sign this document.)

20A. NAME OF CONTRACTING OFFICER

GERALYN CASTRO / CONTRACTS

TEL: 805-982-4012 EMAIL: geralyn.castro@navy.mil

20B. UNITED STATES OF AMERICA

BY

(Signature of Contracting Officer)

20C. DATE SIGNED

03-Nov-2021

N39430

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

AUTHORIZED FOR LOCAL REPRODUCTION

Prescribed by GSA – FAR (48 CFR) 53.214(a)

STANDARD FORM 26 (REV. 5/2011)

document is necessary. (Block 18 should be checked only when awarding a sealed-bid contract.)

following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual to the terms listed above and on any continuation sheets. This award consummates the contract which consists of the including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as

Your bid on Solicitation Number

N3943022C2401

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Project $343,645.00 $343,645.00 Living Marine Resources (LMR) Program

FFP

Loudness Perception in Killer Whales (Orcinus Orca); Effects of Temporal and Frequency Summation FOB: Destination

PURCHASE REQUEST NUMBER: ACQR5878394

PSC CD: AH52

NET AMT $343,645.00

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

000101 $0.00

FUND ACRN AA

FFP

Funding N0002522RC0040P

MILSTRIP: N6921822PR0005

PURCHASE REQUEST NUMBER: 1300966705

NET AMT $0.00

ACRN AA

CIN: 130096670500001

$2,286.00

Section C - Descriptions and Specifications

SCOPE OF WORK

C-1 Work Scope

This contract is issued to the National Marine Mammal Foundation (NMMF) to investigate the potential relationship between perceived loudness and signal length in marine mammals in support of Naval Facilities Engineering Systems Command (NAVFAC) Engineering and Expeditionary Warfare Center (EXWC), Environmental, Living Marine Resources (LMR) Program.

Work and services shall be performed in accordance with NMMF’s proposal recieved 19 March 2021 titled

“LOUDNESS PERCEPTION IN KILLER WHALES (ORCINUS ORCA); EFFECTS OF TEMPORAL AND

FREQUENCY SUMMATION” in response to Broad Agency Announcement (BAA) Solicitation N39430-20-S- 2256, Need Topic N-0239-21.

The proposal is being incorporated by reference and becomes the scope of work for this contract.

C-2 Government Furnished Property (GFP)

GFP (requisitioned item) was identified on this contract and is included in Attachment 1. Upon completion of this contract, the GFP shall be delivered to the Government Project Manager identfied in Section F of the contract under the delivery information.

C-3 Project Management

The Government Project Manager for this contract is Mandy Shoemaker.

Telephone: (805) 982-5872 Email: mandy.l.shoemaker.civ@us.navy.mil Mailing Address: Naval Facilities (NAVFAC) Engineering and Expeditionary Warfare Center (EXWC) 1000 23rd Ave, Bldg 1000 Port Hueneme, CA 93043

Section D - Packaging and Marking

SECTION D

D.1 PREPARATION FOR DELIVERY

All material to be delivered hereunder shall be afforded the degree of packaging (preservation and packing) required to prevent deterioration and damages due to the hazards of shipment, handling and storage. Best commercial practice will be accepted.

D.2 PROHIBITED PACKING MATERIALS

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hygroscopic or non neutral material) is prohibited. In addition, loose fill polystyrene is prohibited for shipboard use.

D.3 MARKING OF SHIPMENTS

(a) Each shipment of material and/or data shall be clearly marked to show the following information:

Ship to: Mark For:

Receiving Officer Contract Number: N39430-22-C-2401 Naval Facilities Engineering Attn: Mandy Shoemaker And Expeditionary Warfare Center 1100 23rd Avenue Port Hueneme, CA 93043

Section E - Inspection and Acceptance

SECTION E

E.1 INSPECTION AND ACCEPTANCE – DESTINATION

Inspection and acceptance of the supplies/services to be furnished hereunder shall be made at destination by Government within 7 days after receipt of materials at destination for supplies and services.

FAR 52.232-25 Prompt Payment (Jan 2017) is incorporated by reference in this contract.

E.2 ACCEPTANCE

The performance and quality of work delivered by the contractor, including, services rendered and any documentation or written material compiled shall be subject to inspection, review, and acceptance by the Government.

E.3 GOVERNMENT QUALITY ASSURANCE

In accordance with FAR 52.246-7 “INSPECTION OF RESEARCH AND DEVELOPMENT – FIXED PRICE (Aug 1996)” clause, the services rendered under this contract is subject to Government inspection during both contractor’s operations and after completion of the tasks. The Government’s Quality Assurance Surveillance Program is not a substitute for Quality Control by the Contractor.

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 000101 N/A N/A N/A N/A

CLAUSES INCORPORATED BY REFERENCE

52.246-7 Inspection Of Research And Development Fixed Price AUG 1996

Section F - Deliveries or Performance

SECTION F

F.1 LATE DELIVERY

Data shall be delivered in accordance with the schedules and destinations specified above.

F.2 CONTRACTOR NOTICE REGARDING LATE DELIVERY

In the event the contractor for any reason anticipates or encounters difficulty in complying with the contract delivery schedule or date or in meeting any of the requirements of the contract; the contractor shall immediately provide written notification to the Contracting Officer, giving pertinent details. This data shall be informational only in character and that its receipt by the Government shall not be constructed as a waiver by the Government (a) of any delivery schedule or date or (b) compliance with other requirement by the contractor or (c) of any other rights or remedies provided to the Government by law or under this contract.

F.3 DELIVERY DATE

The contractor is liable for completion of the required work and deliverables by the delivery date specified in Section F of this contract. A time extension may or may not be granted if the performance of this contract extends beyond the delivery date specified in Seciton F. If warranted, a time extension can only be granted through a modification executed prior to the delivery date specified in Section F.

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 31-DEC-2023 1 NAVFAC EXWC

MANDY SHOEMAKER

CODE EV

1000 23RD AVE BLDG 1000

PORT HUENEME CA 93043-4301

805 982-5872 FOB: Destination

N39430

000101 N/A N/A N/A N/A

Section G - Contract Administration Data

ADMINSTRATION INFO

G.1 TYPE OF CONTRACT

This contract is a Firm Fixed Price completion type contract.

G.2 INVENTION DISCLOSURES AND REPORTS

In accordance with the requirements of the Patent Rights Clause of this contract, the Contractor shall submit DD Form 882, Report of Inventions and Subcontracts along with written disclosures of inventions to the contract administrator.

G.3 AUTHORIZED CHANGES ONLY BY THE CONTRACTING OFFICER

(a) Except as specified in paragraph (b) below, no order, statement, or conduct of the Government personnel who visit the Contractor’s facilities or in any other manner communicates with Contractor personnel during the performance of this contract shall constitute a change under the “Changes” clause of this contract.

(b) The contractor shall not comply with any order, direction or request of Government personnel unless it is issued in writing and signed by the contracting officer, or is in pursuant to specific authority otherwise included as a part of this contract.

(c) The contracting officer is the only person authorized to approve changes in any of the requirement of this contract and notwithstanding provisions contained elsewhere in this contract, the said authority remains solely the contracting officer’s. In the event the contractor effects any changes at the direction of any person other than the contracting officer, the change will be considered to have been made without authority and no adjustment will be made in the contract price to cover any increase in changes incurred as a result thereof. The address and telephone number of the contracting officer is :

o NAME: Geralyn Castro

(or any Contracting Officer with the appropriate warrant) o ADDRESS: Naval Facilities Engineering Command

NAVFAC EXWC

Code AQ72 Naval Base Ventura County 1100 23rd AVE Bldg. 1100

Port Hueneme, CA 93043-4347

G.4 CONTRACTING OFFICER’S REPRESENTATIVE (COR)

(a) The COR for this contract is :

Name: Mandy Shoemaker Mailing Address: NAVFAC EXWC 1000 23rd Avenue Port Hueneme, CA 93043-4328 Code EV31 Telephone: (805) 982-5872

(b) The COR will act as a Contracting Officer’s Representative for technical matters, providing technical clarification, as necessary, with respect to the specification or statement of work, and monitoring the progress and quality of the Contractor’s performance.

(c) The COR is not an Administrative Contracting Officer and does not have the authority to direct the accomplishment of effort which is beyond the scope of the statement of work. When in the opinion of the contractor, the COR requests effort outside of the existing scope of the contract, the Contractor shall promptly notify the Contracting Officer. No action shall be taken by the contractor until the Contracting Officer has issued a modification to the contract or until the issue has otherwise been resolved.

(d) In the event that the COR name above is absent due to leave, illness, or official business, all responsibilities and functions assigned to the COR will be responsibility of the Alternate COR.

G.5 INVOICING SCHEDULE

The contractor is encouraged to submit monthly invoices for payment. If payments are based upon milestone, submit payment requests after each milestone is completed. If interim payments are required, attach a documentation in WAWF that minimally contains the man-hours and labor costs expended; material and equipment costs incurred; any subcontract costs incurred; and the applicable indirect rate charges and profit.

ACCOUNTING AND APPROPRIATION DATA

AA: 1711319 L4FF 255 25FFS 056521 2D RDFFT6

COST CODE: 02522RC0040P

AMOUNT: $2,286.00

ACRN CLIN/SLIN CIN AMOUNT

AA 000101 130096670500001 $2,286.00

252.232-7003 Electronic Submission of Payment Requests and Receiving

Reports

DEC 2018

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.

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.

Utilize Invoice 2in1.

(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.

[Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice and receiving report in one step.]

(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 N68732

Issue By DoDAAC N39430

Admin DoDAAC** N39430

Inspect By DoDAAC N39430

Ship To Code ____

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) N39430

Accept at Other DoDAAC ____

LPO DoDAAC N39430

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(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.

EXWC_FM_VENDOR_PMT_SERVICES@flankspeed.onmicrosoft.us

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

(End of clause)

252.232-7007 LIMITATION OF GOVERNMENT'S OBLIGATION (APR 2014)

(a) Contract line item(s) 0001 is incrementally funded. For this/these item(s), the sum of $---- 2,286 of the total price is presently available for payment and allotted to this contract. An allotment schedule is set forth in paragraph (j) of this clause.

(b) For items(s) identified in paragraph (a) of this clause, the Contractor agrees to perform up to the point at which the total amount payable by the Government, including reimbursement in the event of termination of those item(s) for the Government's convenience, approximates the total amount currently allotted to the contract. The Contractor is not authorized to continue work on those item(s) beyond that point. The Government will not be obligated in any event to reimburse the Contractor in excess of the amount allotted to the contract for those item(s) regardless of anything to the contrary in the clause entitled "TERMINATION FOR THE CONVENIENCE OF THE GOVERNMENT." As used in this clause, the total amount payable by the Government in the event of termination of applicable contract line item(s) for convenience includes costs, profit and estimated termination settlement costs for those item(s).

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

CONVENIENCE OF THE GOVERNMENT".

(d) When additional funds are allotted for continued performance of the contract line item(s) identified in paragraph

(a) of this clause, the parties will agree as to the period of contract performance which will be covered by the funds.

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

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

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

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

(e) of this clause.

(h) Nothing in this clause affects the right of the Government to this contract pursuant to the clause of this contract entitled "TERMINATION FOR CONVENIENCE OF THE GOVERNMENT."

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

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

On execution of contract $2,286

NLT 31 December 2021 $100,000 NLT 30 June 2022 $71,638 NLT 31 December 2022 $100,000 NLT 30 June 2023 $69,721

Section H - Special Contract Requirements

SPECIAL CONTRACT REQUIREMENTS

H.1 PRINCIPAL INVESTIGATOR PERSONNEL

(A) The contractor shall notify the Contracting Officer or Procurement Office (POC) of any proposed change in the employment status of the primary investigator/key person or any request to substitute for the principal investigator key person. Decisions regarding any changes will be based on whether the effort is substantially degraded by the removal/substitution of the Primary Investigator/Key Person will be evaluated on a case-by-case basis. The Contracting Officer will subsequently notify the contractor in writing of approval or disapproval. Government approval or any other personnel changes is not required.

(B) If personnel for whatever reason becomes unavailable for work under the contract for continued period exceeding thirty (30) working days, or are expected to devote substantially less effort to the work than indicated in the proposal, the contractor shall propose a substitution to such personnel.

(C) All proposed substitution shall be submitted, in writing, to the Contracting Officer at least fifteen (15) days (30 working days if a security clearance must be obtained) prior to the proposed substitution. Each request shall provide a detailed explanation of the circumstances necessitating the proposed substitution, a complete resume for the proposed substitute. Information regarding full financial impact of the changed , and any other information regarding the full financial impact of the change, and any other information required by the Contracting Officer to approve or disapprove the proposed substitution. All proposed substitutes (no matter when they are proposed during the performance period) shall have qualifications of the person being replaced.

(D) If Contracting Officer determines that suitable and timely replacement of personnel who have been reassigned, terminated or have otherwise become unavailable to perform under the contract is not reasonably forthcoming or that the resultant reduction of productive effort would impair the successful completion of the contract, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. Alternatively, the Contracting Officer’s discretion, if the Contracting Office finds that the contractor to be at fault for the condition, he may equitably adjust (downward) 0 the order price or fee to compensate the Government for any delay, loss or damage as a result of the contractor’s action.

H.2 INVENTION DISCLOSURES AND REPORTS

Patent Counsel will represent the Contracting Officer with regard to invention report matters. The contract, unless otherwise noted, is governed by FAR 52.227-11 Patent Rights Ownership by the Contractor, and DFARS 252.227- 7039 Reporting of Inventions

(a) In accordance with the requirements of the Patent Rights Clause of this contract, the Contractor shall submit DD Form 882, Report of Inventions and Subcontracts along with written disclosures of inventions to the Contract Administrator.

(b) The Contractor will forward such reports and disclosures directly to the appropriate Contract Administrator.

(c) The appropriate Counsel for this contract is:

COMMANDER

Counsel Group (Code K00000D) Naval Air Warfare Weapons Division 1 Administration Circle China Lake, CA 93555-6100

(d) The above designated counsel will represent the Contracting Officer with regard to invention report matters arising under this contract.

H.3 PLANT ACCESS

The Government Contracting Officer’s Representative (COR) and the authorized Government personnel shall be allowed access to the contractor’s facilities in which work under this contract is being performed during normal working hours as long as visiting government personnel has completed with the visit planning and coordination requirements of FAR 42.402.

H.4 OCCUPATIONAL SAFETY AND HEALTH REQUIREMENTS

If performance of any work under this contract is required at a Navy facility, the Contractor shall contact the Navy Occupational Safety and Health Office prior to performance of ANY work under this contract.

Contractors are responsible for following all safety and health related State and Federal statutes and corresponding State, Federal, and/or Navy regulations (i.e. Occupational Safety and Health Manual ) protecting the environment, contractor employees, and persons who live and work in and around contractor an/or federal facilities. Contractors shall monitor their employees and ensure that they are following all safety regulations particular to the work areas.

Contractors shall ensure that their employees (a) wear appropriate safety equipment and clothing, (b) are familiar with all relevant emergency procedures should an accident occur, and (c) have access to a telephone and telephone numbers, to include emergency telephone numbers, for the facility where work is performed.

H.5 PERFORMANCE AT GOVERNMENT INSTALLATION

The contractor shall be required to furnish to the security department, at least 10 days in advance of the Government of the contract, the name(s) and place(s) of birth of individual(s) who shall be performing the services.

H.6 NOTICE TO CONTRACTOR OF CERTAIN DRUG DETECTION PROCEDURES

(a) Pursuant to Navy policy applicable to both Government and Contractor personnel, measures will be taken to prevent the introduction and utilization of illegal drugs and related paraphernalia into Government work areas.

(b) Furtherance of the Navy’s drug control program, unannounced periodic inspection of the following nature may be conducted by installation security authorities:

(1) Routine inspection of contractor occupied work spaces.

(2) Random inspections of vehicles on entry or exit, with drug detection dog teams as available, to eliminate them as a safe haven for storage of or trafficking in illegal drugs.

(3) Random inspections of personal possessions or entry or exit from the installation.

(c) When there is probable cause to believe that a contractor employee on board a naval installation has bee engaged in use, possession or trafficking of drugs, the installation authorities may detain said employee until the employee can be removed from the installation, or can be release to the local authorities having jurisdiction.

(d) Trafficking in illegal drug and drug paraphernalia by contact employees while on military vessel/installation my lead to possible withdrawal or downgrading of security clearance, and/or referral for prosecution by appropriate law enforcement authorities.

(e) The contractor is responsible for the conduct of employees performing work under this contract and is therefore, responsible to assure that employees are notified of these provisions prior to assignment.

(f) The removal of contractor personnel from a Government vessel or installation as a result of the drug offenses shall not be cause for excusable delay, nor shall such action be deemed a basis for an equitable adjustment to price, delivery or other provisions of this contract.

H.7 HOLIDAYS

(a) All or a portion of the effort under this contract will be performed on a Government installation. Listed below are the holidays observed by the Federal Government. The Contractor will not be allowed to work on the government installation on these days.

NAME OF HOLIDAY TIME OF OBSERVANCE

New Year’s Day 1 January

Martin Luther King, Jr. Day Third Monday in January President’s Day Third Monday in February Memorial Day Last Monday in May Juneteenth National Independence Day 19 June Independence Day 4 July Labor Day First Monday in September Columbus Day Second Monday in October Veteran’s Day 11 November Thanksgiving Day Fourth Thursday in November Christmas Day 25 December

H.8 LIABILITY INSURANCE FIXED PRICE CONTRACT

If work is performed on a government installation, the following type of insurance are required in accordance with the clause entitled “Insurance – Work on a Government Installation” (FAR 52.228-5, JAN 1997) and shall be maintained in the minimum amounts shown:

(a) Workers’ Compensation and employer’s liability: minimum $100,000.00

(b) Comprehensive general liability: $500,000.00 per occurrence

(c) Automobile Liability: $200,000 per person, $500,000 per occurrence, $20,000 per occurrence for property damage

H. 9 EMPLOYMENT OF GOVERNMENT PERSONNEL

In performing this contract, the contractor will not use as a consultant or employee (either full or part time) any active duty personnel (civilian or military) without prior approval from the Contracting Officer. Such approval may be given only in circumstances where it is clear that no law and no DoD or navy instructions, regulations, or policies might possibly be contravened and no appearance of conflict of interest will result.

H. 10 ENTERPRISE WIDE CONTRACTOR MANAGEMENT REPORTING APPLICATION

The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the Naval Facilities Engineering Command via a secure data collection site.

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

H. 11 INFORMATION TECHNOLOGY

This contract is not for the procurement of information technology (hardware of software). This must be approved by the contracting officer in writing.

Section I - Contract Clauses

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

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

OCT 2010

52.203-13 Contractor Code of Business Ethics and Conduct OCT 2015 52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

APR 2014

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 52.204-19 Incorporation by Reference of Representations and

Certifications.

DEC 2014

52.204-21 Basic Safeguarding of Covered Contractor Information Systems

JUN 2016

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

JUL 2018

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

AUG 2020

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

52.215-2 Audit and Records--Negotiation OCT 2010 52.215-8 Order of Precedence--Uniform Contract Format OCT 1997 52.215-14 Integrity of Unit Prices OCT 2010 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-21 Requirements for Certified Cost or Pricing Data and Data

Other Than Certified Cost or Pricing Data -- Modifications

OCT 2010

52.219-8 Utilization of Small Business Concerns OCT 2018 52.219-9 Alt IV (Dev)

Small Business Subcontracting Plan (Deviation 2019-O0005)

- Alternate IV

JAN 2019

52.219-16 Liquidated Damages-Subcontracting Plan JAN 1999 52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities APR 2015

52.222-26 Equal Opportunity SEP 2016 52.222-35 Equal Opportunity for Veterans OCT 2015 52.222-36 Equal Opportunity for Workers with Disabilities JUL 2014 52.222-37 Employment Reports on Veterans FEB 2016 52.222-40 Notification of Employee Rights Under the National Labor

Relations Act

DEC 2010

52.222-50 Combating Trafficking in Persons JAN 2019 52.222-54 Employment Eligibility Verification OCT 2015 52.223-3 Hazardous Material Identification And Material Safety Data JAN 1997 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

AUG 2011

52.225-13 Restrictions on Certain Foreign Purchases FEB 2021 52.227-1 Alt I Authorization And Consent (Dec 2007) - Alternate I APR 1984 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement

DEC 2007

52.227-14 Rights in Data--General MAY 2014 52.228-5 Insurance - Work On A Government Installation JAN 1997 52.229-3 Federal, State And Local Taxes FEB 2013 52.232-2 Payments Under Fixed-Price Research And Development

Contracts

APR 1984

52.232-8 Discounts For Prompt Payment FEB 2002 52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-11 Extras APR 1984 52.232-17 Interest MAY 2014 52.232-18 Availability 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

DEC 2013

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 52.242-5 Payments to Small Business Subcontractors JAN 2017 52.242-13 Bankruptcy JUL 1995 52.242-15 Stop-Work Order AUG 1989 52.243-1 Alt V Changes--Fixed-Price (Aug 1987) - Alternate V APR 1984 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items AUG 2019 52.245-1 Government Property SEP 2021 52.245-1 Alt I Government Property (SEP 2021) Alternate I APR 2012 52.245-9 Use And Charges APR 2012 52.246-20 Warranty Of Services MAY 2001 52.246-25 Limitation Of Liability--Services FEB 1997 52.249-2 Termination For Convenience Of The Government (Fixed-

Price)

APR 2012

52.249-9 Default (Fixed-Priced Research And Development) APR 1984 252.201-7000 Contracting Officer's Representative DEC 1991 252.203-7000 Requirements Relating to Compensation of Former DoD

Officials

SEP 2011

252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense- Contract-Related Felonies

DEC 2008

252.203-7002 Requirement to Inform Employees of Whistleblower Rights SEP 2013 252.204-7000 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

252.204-7020 NIST SP 800-171 DoD Assessment Requirements NOV 2020 252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991 252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Country that is a State Sponsor of Terrorism

MAY 2019

252.211-7007 Reporting of Government-Furnished Property AUG 2012 252.219-7003 (Dev) Small Business Subcontracting Plan (DOD Contracts)

(Deviation 2018-O0007)

APR 2018

252.223-7006 Prohibition On Storage, Treatment, and Disposal of Toxic or Hazardous Materials

SEP 2014

252.225-7012 Preference For Certain Domestic Commodities DEC 2017 252.225-7048 Export-Controlled Items JUN 2013 252.227-7013 Rights in Technical Data--Noncommercial Items FEB 2014 252.227-7016 Rights in Bid or Proposal Information JAN 2011 252.227-7030 Technical Data--Withholding Of Payment MAR 2000 252.227-7037 Validation of Restrictive Markings on Technical Data SEP 2016 252.227-7039 Patents--Reporting Of Subject Inventions APR 1990 252.232-7010 Levies on Contract Payments DEC 2006 252.235-7011 Final Scientific or Technical Report DEC 2019 252.243-7001 Pricing Of Contract Modifications DEC 1991 252.243-7002 Requests for Equitable Adjustment DEC 2012 252.245-7001 Tagging, Labeling, and Marking of Government-Furnished

Property

APR 2012

252.245-7002 Reporting Loss of Government Property JAN 2021 252.245-7003 Contractor Property Management System Administration APR 2012 252.245-7004 Reporting, Reutilization, and Disposal DEC 2017 252.246-7001 Warranty Of Data MAR 2014 252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000

CLAUSES INCORPORATED BY FULL TEXT

52.227-11 PATENT RIGHTS--OWNERSHIP BY THE CONTRACTOR (MAY 2014)

(a) As used in this clause--

Invention means any invention or discovery that is or may be patentable or otherwise protectable under title 35 of the U.S. Code, or any variety of plant that is or may be protectable under the Plant Variety Protection Act (7 U.S.C.

2321, et seq.)

Made means--

(1) When used in relation to any invention other than a plant variety, the conception or first actual reduction to practice of the invention; or

(2) When used in relation to a plant variety, that the Contractor has at least tentatively determined that the variety has been reproduced with recognized characteristics.

Nonprofit organization means a university or other institution of higher education or an organization of the type described in section 501(c)(3) of the Internal Revenue Code of 1954 (26 U.S.C. 501(c)) and exempt from taxation under section 501(a) of the Internal Revenue Code (26 U.S.C. 501(a)), or any nonprofit scientific or educational organization qualified under a State nonprofit organization statute.

Practical application means to manufacture, in the case of a composition of product; to practice, in the case of a process or method; or to operate, in the case of a machine or system; and, in each case, under such conditions as to establish that the invention is being utilized and that its benefits are, to the extent permitted by law or Government regulations, available to the public on reasonable terms.

Subject invention means any invention of the Contractor made in the performance of work under this contract.

(b) Contractor's rights. (1) Ownership. The Contractor may retain ownership of each subject invention throughout the world in accordance with the provisions of this clause.

(2) License. (i) The Contractor shall retain a nonexclusive royalty-free license throughout the world in each subject invention to which the Government obtains title, unless the Contractor fails to disclose the invention within the times specified in paragraph (c) of this clause. The Contractor's license extends to any domestic subsidiaries and affiliates within the corporate structure of which the Contractor is a part, and includes the right to grant sublicenses to the extent the Contractor was legally obligated to do so at contract award. The license is transferable only with the written approval of the agency, except when transferred to the successor of that part of the Contractor's business to which the invention pertains.

(ii) The Contractor's license may be revoked or modified by the agency to the extent necessary to achieve expeditious practical application of the subject invention in a particular country in accordance with the procedures in FAR 27.302(i)(2) and 27.304-1(f).

(c) Contractor's obligations. (1) The Contractor shall disclose in writing each subject invention to the Contracting Officer within 2 months after the inventor discloses it in writing to Contractor personnel responsible for patent matters. The disclosure shall identify the inventor(s) and this contract under which the subject invention was made.

It shall be sufficiently complete in technical detail to convey a clear understanding of the subject invention. The disclosure shall also identify any publication, on sale (i.e., sale or offer for sale), or public use of the subject invention, or whether a manuscript describing the subject invention has been submitted for publication and, if so, whether it has been accepted for publication. In addition, after disclosure to the agency, the Contractor shall promptly notify the Contracting Officer of the acceptance of any manuscript describing the subject invention for publication and any on sale or public use.

(2) The Contractor shall elect in writing whether or not to retain ownership of any subject invention by notifying the Contracting Officer within 2 years of disclosure to the agency. However, in any case where publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the period for election of title may be shortened by the agency to a date that is no more than 60 days prior to the end of the statutory period.

(3) The Contractor shall file either a provisional or a nonprovisional patent application or a Plant Variety Protection Application on an elected subject invention within 1 year after election. However, in any case where a publication, on sale, or public use has initiated the 1-year statutory period during which valid patent protection can be obtained in the United States, the Contractor shall file the application prior to the end of that statutory period. If the Contractor files a provisional application, it shall file a nonprovisional application within 10 months of the filing of the provisional application. The Contractor shall file patent applications in additional countries or international patent offices within either 10 months of the first filed patent application (whether provisional or nonprovisional) or 6 months from the date permission is granted by the Commissioner of Patents to file foreign patent applications where such filing has been prohibited by a Secrecy Order.

(4) The Contractor may request extensions of time for disclosure, election, or filing under paragraphs (c)(1), (c)(2), and (c)(3) of this clause.

(d) Government's rights--(1) Ownership. The Contractor shall assign to the agency, on written request, title to any subject invention--

(i) If the Contractor fails to disclose or elect ownership to the subject invention within the times specified in paragraph (c) of this clause, or elects not to retain ownership; provided, that the agency may request title only within 60 days after learning of the Contractor's failure to disclose or elect within the specified times.

(ii) In those countries in which the Contractor fails to file patent applications within the times specified in paragraph

(c) of this clause; provided, however, that if the Contractor has filed a patent application in a country after the times specified in paragraph (c) of this clause, but prior to its receipt of the written request of the agency, the Contractor shall continue to retain ownership in that country.

(iii) In any country in which the Contractor decides not to continue the prosecution of any application for, to pay the maintenance fees on, or defend in reexamination or opposition proceeding on, a patent on a subject invention.

(2) License. If the Contractor retains ownership of any subject invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up license to practice, or have practiced for or on its behalf, the subject invention throughout the world.

(e) Contractor action to protect the Government's interest. (1) The Contractor shall execute or have executed and promptly deliver to the agency all instruments necessary to--

(i) Establish or confirm the rights the Government has throughout the world in those subject inventions in which the Contractor elects to retain ownership; and

(ii) Assign title to the agency when requested under paragraph (d) of this clause and to enable the Government to obtain patent protection and plant variety protection for that subject invention in any country.

(2) The Contractor shall require, by written agreement, its employees, other than clerical and nontechnical employees, to disclose promptly in writing to personnel identified as responsible for the administration of patent matters and in the Contractor's format, each subject invention in order that the Contractor can comply with the disclosure provisions of paragraph (c) of this clause, and to execute all papers necessary to file patent applications on subject inventions and to establish the Government's rights in the subject inventions. The disclosure format should require, as a minimum, the information required by paragraph (c)(1) of this clause. The Contractor shall instruct such employees, through employee agreements or other suitable educational programs, as to the importance of reporting inventions in sufficient time to permit the filing of patent applications prior to U.S. or foreign statutory bars.

(3) The Contractor shall notify the Contracting Officer of any decisions not to file a nonprovisional patent application, continue the prosecution of a patent application, pay maintenance fees, or defend in a reexamination or opposition proceeding on a patent, in any country, not less than 30 days before the expiration of the response or filing period required by the relevant patent office.

(4) The Contractor shall include, within the specification of any United States nonprovisional patent or plant variety protection application and any patent or plant variety protection certificate issuing thereon covering a subject invention, the following statement, “This invention was made with Government support under (identify the contract) awarded by (identify the agency). The Government has certain rights in the invention.”

(f) Reporting on utilization of subject inventions. The Contractor shall submit, on request, periodic reports no more frequently than annually on the utilization of a subject invention or on efforts at obtaining utilization of the subject invention that are being made by the Contractor or its licensees or assignees. The reports shall include information regarding the status of development, date of first commercial sale or use, gross royalties received by the Contractor, and other data and information as the agency may reasonably specify. The Contractor also shall provide additional reports as may be requested by the agency in connection with any march-in proceeding undertaken by the agency in accordance with paragraph (h) of this clause. The Contractor also shall mark any utilization report as confidential/proprietary to help prevent inadvertent release outside the Government. As required by 35 U.S.C.

202(c)(5), the agency will not disclose that information to persons outside the Government without the Contractor's permission.

(g) Preference for United States industry. Notwithstanding any other provision of this clause, neither the Contractor nor any assignee shall grant to any person the exclusive right to use or sell any subject invention in the United States unless the person agrees that any products embodying the subject invention or produced through the use of the subject invention will be manufactured substantially in the United States.