N6134022R0036.Amendment 5.pdf

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

The purpose of this Amendment is to:

1. Update the IDIQ ceiling to account for revised Government estimates

2. Update clauses and provisions to the most recent versions. Add/clarify clauses/provisions related to GFI.

3. Update Points of Contact (POCs) to reflect the current team.

4. Revise Solicitation Attachment L6, IDIQ Attachment 2 (PFR 210025A) and DO 01 SOW Attachment 1 (SOW 210024A)

5. Revisions are made to Sections L and M to update solicitation submission requirements and evaluation criteria.

6. Other administrative updates and clerical corrections (typos, spacing, etc.)

It is noted that this is a high level summary of the changes w ithin this amendment. There are changes throughout the Solicitation, especially Sections L&M, and Offerors should read the solicitation in full.

1. CONTRACT ID CODE PAGE OF PAGES

J 1 68

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 08-Jun-2023

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street , County, State and Zip Code) X N6134022R0036

X 9B. DATED (SEE ITEM 11)

05-Oct-2022

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer X is extended, is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN

REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

08-Jun-2023

CODE

NAWCTSD PROCUREMENT GROUP

GT26000

12211 SCIENCE DR

ORLANDO FL 32826-3224

N61340 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

N6134022R0036

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION B - SUPPLIES OR SERVICES AND PRICES

CLIN 1001

The pricing detail quantity has increased by 20,250,000.00 from 161,640,000.00 to 181,890,000.00.

CLIN 1002

The pricing detail quantity has increased by 2,250,000.00 from 17,960,000.00 to 20,210,000.00.

The following have been modified:

SECTION B

Note 1:

This is a single award Indefinite Delivery/Indefinite Quantity (ID/IQ) contract with the ordering period as set forth in Section F. The Terms, Conditions, and Requirements herein apply to each Delivery Order (DO) unless otherwise stated.

Note 2:

The Contract Line Items (CLINs) above represent the contract types for the Navigation, Seamanship, and Ship-Handling (NSS) Training Systems requirements in accordance with the NSS Statement of Work (SOW) 210023.

Delivery Orders may have additional CLINs due to:

1. Government accounting procedures:

2. Delivery Order specific requirements which may include but are not limited to:

a. Technical Data

b. Provisioned Item Orders (PIOs)

c. Over and Above Work Requests (OAWRs)

d. Travel and Similar Reimbursable Expenses

Note 3:

Actual delivery order CLIN pricing will be established at the time of delivery order award and will be reflected in the individual delivery order. Catalog pricing, IAW Section J Attachment 3, will be utilized for new orders when pricing has been established. Orders that contain negotiated costs will be priced and negotiated on an individual delivery orders basis.

Note 4:

The total dollar ceiling for the overall contract inclusive of all delivery orders issued under the NSST ID/IQ contract is $202,100,000.00. Initial contract line item (CLIN) value allocations represent projected award/types based upon historical and programmed requirements as of contract award. The Government reserves the right to reallocate value across the CLINs as necessary, throughout the ordering period, to accommodate requirements received.

Note 5:

The number listed for “Max Quantity” in Section B for each CLIN does not represent an actual quantity to be ordered during execution. Rather, the “Max Quantity” multiplied by a “Unit Price” of $1.00 for each CLIN will represent the ceiling price of the IDIQ when CLIN’s 1001 and 1002 are summed. The “Max Amount” for each CLIN represents an estimate of the contract type that may be executed. However, any amount for each CLIN may be executed as long as the ceiling price of the total IDIQ contract is not exceeded.

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

DESCRIPTION AND SPECIFICATIONS

Statement of Work (SOW) #210023 and Performance Specification (PRF) 210025 define and provide the basic requirements of the general tasks to be performed under this NSS Indefinite Delivery/Indefinite Quantity (ID/IQ) contract. The Naval Air Warfare Center Training Systems Division (NAWCTSD) may procure a broad range of training system products within the scope of this contract.

NSST delivery orders may include the following types of efforts:

(a) New NSS Training Systems

(b) Modifications to Existing NSS Training Systems

(c) Complementary ISD

(d) Complementary Training System Support

(e) Analysis and Reports The tasks and detailed requirements for training system products will be defined in the SOW, Statement of Objectives (SOO), and/or Performance Specification/Training System Requirements Document (TSRD) for each specific NSST delivery order.

C.1 CLIN 1001

1. The contractor shall deliver:

(a) New NSS training systems (SOW 210023, paragraph 3.2.2);

(b) Modifications to existing NSS training systems (SOW 210023, paragraph 3.2.3);

(c) Complementary ISD (SOW 210023, paragraph 3.2.4);

(d) Complementary Training System Support (SOW 210023, paragraph 3.2.5);

(e) Analysis and Reports (SOW 210023, paragraph 3.2.6)

2. Requirements are executed in the following manner:

(a) Catalog Pricing IAW SOW 210023 and PRF 210025. Detailed catalog pricing requirements are found at SOW 210023 paragraph 1.3.2 and section 3.3, and PRF 210025.

(b) Negotiated requirements IAW SOW 210023, PRF 210025 revisions, and DO specific requirements documentation.

C.2 CLIN 1002

1. The contractor shall provide:

(a) Complementary ISD (SOW 210023, paragraph 3.2.4)

(b) Complementary Training System Support (SOW 210023, paragraph 3.2.5)

(c) Analysis and Reports (SOW 210023, paragraph 3.2.6)

2. Requirements are executed in the follow manner:

(a) Negotiated requirements IAW SOW 210023 and DO specific requirements documentation.

C.3 Technical Data

1. The contractor shall deliver Contract Data Requirement List’s (CDRLs) as defined in SOW 210023, PRF 210025 and DO specific requirements documentation.

SECTION D - PACKAGING AND MARKING

PACKAGING AND MARKING

Section D - Packaging and Marking Specific terms and conditions regarding Packaging and Marking shall be incorporated in individual delivery orders.

SECTION E - INSPECTION AND ACCEPTANCE

INSPECTION AND ACCEPTANCE

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

1001 N/A N/A N/A Government 1002 N/A N/A N/A Government 1003 N/A N/A N/A Government

SECTION F - DELIVERIES OR PERFORMANCE

The following Delivery Schedule item for CLIN 1001 has been changed from:

DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

60 mths. ADC 161,640,000 N/A FOB: Destination

To:

CAGE

60 mths. ADC 181,890,000 N/A

The following Delivery Schedule item for CLIN 1002 has been changed from:

CAGE

60 mths. ADC 17,960,000 N/A

To:

CAGE

60 mths. ADC 20,210,000 N/A

The following have been added by reference:

52.211-17 Delivery of Excess Quantities SEP 1989 52.247-55 F.O.B. Point For Delivery Of Government-Furnished

Property

JUN 2003

DELIVERIES OR PERFORMANCE

Specific terms and conditions regarding Deliveries or Performance shall be incorporated in individual delivery orders.

ORDERING PERIOD

F.1 Order Delivery/Duration

This IDIQ utilizes an ordering period of 60 months from date of award. Orders may be issued up to the last day of the ordering period, with delivery dates for individual orders occurring after the ordering period ends. The dates established below in the “Delivery

Information” section represent the ordering period. Required delivery date(s) for individual orders issued under this contract will be specified at the delivery order level.

F.2 Effective Period.

The IDIQ remains in effect (e.g. terms & conditions) after the ordering period expires for any orders that were placed prior to the ordering period expiring, inclusive of the Government’s right to exercise any Options that may exist on Delivery Orders.

5252.247-9505 TECHNICAL DATA AND INFORMATION (NAVAIR)(FEB 1995)

Technical Data and Information shall be delivered in accordance with the requirements of the Contract Data Requirements List, DD Form 1423, Exhibit TBD, attached hereto, and the following:

(a) The contractor shall concurrently deliver technical data and information per DD Form 1423, Blocks 12 and 13 (date of first/subsequent submission) to all activities listed in Block 14 of the DD Form 1423 (distribution and addresses) for each item. Complete addresses for the abbreviations in Block 14 are shown in paragraph (g) below.

Additionally, the technical data shall be delivered to the following cognizant codes, who are listed in Block 6 of the DD Form 1423.

(1) PCO, Code

Shannon Walyus

GT 26000

12211 Science Dr., Orlando, FL 32826

(2) ACO, Code

To Be Determined After Delivery Order Award

(b) Partial delivery of data is not acceptable unless specifically authorized on the DD Form 1423, or unless approved in writing by the PCO.

(c) The Government review period provided on the DD Form 1423 for each item commences upon receipt of all required data by the technical activity designated in Block 6.

(d) A copy of all other correspondence addressed to the Contracting Officer relating to data item requirements (i.e., status of delivery) shall also be provided to the codes reflected above and the technical activity responsible for the data item per Block 6, if not one of the activities listed above.

(e) The PCO reserves the right to issue unilateral modifications to change the destination codes and addresses for all technical data and information at no additional cost to the Government.

(f) Unless otherwise specified in writing, rejected data items shall be resubmitted within thirty (30) days after receipt of notice of rejection.

(g) DD Form 1423, Block 14 Mailing Addresses:

CDRL ADDRESSEE EMAIL ADDRESS

NAWCTSD PJM To be completed at time of award NAWCTSD ENGR To be completed at time of award NAWCTSD ENGR To be completed at time of award NAWCTSD VIS ENGR To be completed at time of award NAWCTSD SW ENGR To be completed at time of award NAWCTSD ILSM To be completed at time of award NAWCTSD ISEO (Newport) To be completed at time of award

NAWCTSD CS To be completed at time of award NAWCTSD PCO To be completed at time of award

NAWCTSD IAM (IA

ENGR)

To be completed at time of award

NAWCTSD SMGR

(OPSEC)

To be completed at time of award

NAWCTSD TMSS To be completed at time of award

SECTION H - SPECIAL CONTRACT REQUIREMENTS

DO SPECIFIC INFORMATION

Specific terms and conditions regarding Special Contract Requirements will be incorporated in the individual delivery order.

H.1 ISSUANCE OF ORDERS

1. The following types of delivery orders may be issued under this contract:

a. Fixed Price (Firm-Fixed-Price (FFP)

Fixed price orders may be issued when the scope of effort is sufficiently defined to allow technical and cost risks to be predicted with reasonable certainty. Under this contract type, the Contractor shall be required to submit a fixed price proposal to accomplish the total effort inclusive of all labor, material, and travel costs, as appropriate. The contractor shall be required to deliver the specified product within the specified time and fixed price amount.

b. Cost Reimbursement (Cost-Plus-Fixed-Fee (CPFF) Cost reimbursement orders may be issued when it is not possible to sufficiently define the magnitude of the effort required to accomplish the stated effort. Under this contract type, the Contractor shall be required to submit an estimated cost proposal to accomplish the total effort inclusive of all labor, material, and travel costs, as appropriate. The estimated cost for an order shall be based on the contractor’s labor rates and material costs, with the applicable overhead, G&A, and fee. The order amount will be expressed as a total estimated cost plus fee.

c. Hybrid

Any combination of the contract types above.

2. Individual delivery orders will specify the type of order to be used and will incorporate or complete all applicable clauses not incorporated or completed in the basic NSS Training Systems ID/IQ into the delivery order. Such applicable clauses will pertain only to the respective individual delivery order.

3. Orders may be issued as a result of a Government prepared Statement of Work (SOW) or Statement of Objectives (SOO).

4. The following requirement applies to cost reimbursement delivery orders or fixed-price delivery orders which provide for progress payments made on the basis of costs incurred by the contractor or on a percentage or stage of completion:

a. To be eligible for the award of any cost reimbursement delivery order, or to receive progress payments made on the basis of costs incurred by the contractor or on a percentage or stage of completion, the contractor must have an accounting system that is adequate to determine the costs allocable to the delivery order.

Pursuant to DFARS clause 252.242-7006, "Accounting System Administration," the contractor shall maintain an acceptable accounting system during the entire period of contract performance for determining costs applicable to any cost-reimbursement delivery order issued hereunder.

Pursuant to FAR 9.103, "Purchases shall be made from, and contracts shall be awarded to, responsible prospective contractors only." The responsibility determination will include, but not be limited to, an assessment of a contractor's accounting system to ensure acceptability for accumulating costs.

Accordingly, the contractor shall provide evidence that its accounting system has been determined adequate and acceptable from a federal government entity for administration of a cost-reimbursable delivery order; state that some other determination regarding its accounting system has been made by a federal government entity; or state that its accounting system has not been reviewed by a federal government entity for adequacy and acceptability.

If, at the time of proposal submission for a delivery order, the contractor does not already have an accounting system that has been determined adequate and acceptable for determining costs applicable to the cost-reimbursement delivery order, the Procuring Contracting Officer (PCO) will request a preaward survey. In the event of a preaward survey, cooperation is requested with the federal government entity to provide the required information in a timely manner so as not to delay delivery order award.

b. The NSS Training Systems Contract PCO or DO PCO may request that contractors demonstrate compliance with part a above prior to or after award of a cost reimbursement or fixed-price delivery order which provide for progress payments made on the basis of costs incurred by the contractor or on a percentage or stage of completion.

H.2 SECURITY REQUIREMENTS

As required by FAR clause 52.204-2 of the contract, the contractor shall comply with the “National Industrial Security Program Operating Manual” which will be used in the development of delivery order security requirements. A DD Form 254 will be issued at the delivery order level for specific security requirements. Awardee shall be required to obtain appropriate facilities and personnel security clearances in accordance with any DD Form 254 in support of a delivery order requirement.

H.3 DELIVERY ORDER PROCEDURES

1. The following activity(ies) or individual(s) is/are designated as Contracting Office(s) / Officer(s):

a. All Procuring Contracting Officers: N61340

The above activity(ies) or individual(s) is/are responsible for issuing and administering any orders placed hereunder. Contracting Officers may negotiate revisions/modifications to orders, but only within the scope of this contract.

2. Delivery orders. All delivery orders issued hereunder are subject to the terms and conditions of this contract. The contract shall control in the event of conflict with any delivery order.

H.4 SMALL BUSINESS SUBCONTRACTING

1. A Small Business Participation Commitment Document (SBPCD) will be submitted for the basic contract and incorporated in Section J. The SBPCD shall identify a minimum small business participation goal of 20% of the total estimated IDIQ ceiling value.

2. Should a large business be awarded the ID/IQ contract, the large business shall provide its Individual Subcontracting Plan (ISP) conforming to the requirements of FAR 19.7 and DFARS 219.7. The ISP shall be incorporated in Section J of the contract.

3. An SBPCD will be submitted, evaluated, and incorporated in Section J of each individual delivery order.

H.5 MAXIMUM PROFIT / FEE RATE

1. The following table establishes the maximum profit / fee rate allowable for all individual delivery orders and delivery order modifications issued under the negotiation method of this contract. The maximum profit/fee rate may only be waived by the Government under extraordinary circumstances.

2. Awardee compliance with the maximum profit / fee rate is applicable at the time of delivery order award or modification. The maximum profit/fee rate will be fixed at the time of delivery order award or modification and no retroactive adjustments to the profit/fee will be made based on actual costs incurred during performance of the delivery order.

3. Contractors shall provide, with delivery order proposals, a statement certifying that they have complied with the terms of this provision. In addition to any rights the Government may have arising under or relating to this contract, the Government reserves the right to unilaterally reduce the delivery order or modification amount to reflect the maximum profit/fee rate specified below.

4. For proposals for delivery order awards or modifications, the contractor, and any sub-tier subcontractor, shall apply no more than the maximum pass-through profit/fee rate stated below to subcontracts at the next lower tier.

5. The contractor shall insert the terms of this clause in all NSS Training Systems delivery order subcontracts not meeting the definition of commercial item as specified in FAR 2.101.

6. The Government reserves the right to ensure contractor compliance with this provision pursuant to FAR 52.215-2, AUDIT AND RECORDS – NEGOTIATION (JUN 2020), or any other terms and conditions of this contract.

CONTRACT TYPE MAXIMUM PROFIT / FEE RATE

Firm-fixed-price (FFP) 13.0% Cost-plus-fixed-fee (CPFF) 8.0% Pass through on subcontracts* 5.0%

* pass through on a subcontract is defined as an indirect rate or profit / fee charged to the Government for any contract where the prime contractor provides no or negligible value to the subcontract

H.6 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION AND TECHNCIAL

DATA

The contractor is providing the Government Unlimited Rights to all Noncommercial Technical Data and Computer Software and Computer Software Documentation, in accordance with DFARS clauses 252.227-7013 Rights in Technical Data—Noncommercial Items (FEB 2014) and 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (FEB 2014), except for those listed in Attachment

7. The assertions made and incorporated into the contract via the aforementioned Attachment will have had a material affect on the source selection decision.

H.7 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT

Government Furnished Information (GFI). GFI is defined as information provided by the Government that is associated with delivery/performance the work described here and IAW Section B; Basic ID/IQ Attachment 1, SOW; Basic ID/IQ Attachment 2, PRF; the Basic ID/IQ Contracts Data Requirements Lists (CDRL); and any Delivery Order SOWs, PRFs, and CDRLs. The Government will only furnish the GFI identified Section J, Basic ID/IQ Attachment (9); Solicitation Attachments L7 & L8, and any Delivery Order Attachments that list GFI and the dates which the information will be available for use will be included on the attachment. Any Delivery Orders will also list the GFI and the dates for which the information will be available. All Technical data and information is provided on an “as-is” basis. The Government shall not take responsibility for the accuracy of the information, as it may not be error free.

SECTION I - CONTRACT CLAUSES

The following have been added by reference:

52.203-17 Contractor Employee Whistleblower Rights and Requirement

To Inform Employees of Whistleblower Rights

JUN 2020

52.204-21 Basic Safeguard of Covered Contractor Information Systems JUN 2016 52.215-14 Integrity of Unit Prices NOV 2021 52.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-23 Limitations on Pass-Through Charges JUN 2020 52.219-8 (Dev) Utilization of Small Business Concerns (Deviation 2023-

O0002)

DEC 2022

52.219-9 Small Business Subcontracting Plan OCT 2022 52.223-16 Alt I Acquisition of EPEAT - Registered Personal Computer

Products - Alternate I

JUN 2014

52.232-9 Limitation On Withholding Of Payments APR 1984 52.232-17 Interest MAY 2014 52.232-23 Alt I Assignment of Claims (May 2014) - Alternate I APR 1984 52.232-25 Prompt Payment JAN 2017 52.232-40 Providing Accelerated Payments to Small Business

Subcontractors

MAR 2023

52.244-2 Alt I Subcontracts (JUN 2020) - Alternate I JUN 2020 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Products and Commercial

Services

MAR 2023

52.245-1 Alt I Government Property (SEP 2021) Alternate I APR 2012 52.246-23 Limitation Of Liability FEB 1997 52.249-1 Termination For Convenience Of The Government (Fixed

Price) (Short Form)

APR 1984

252.225-7013 (Dev) Duty-Free Entry (DEVIATION 2020-O0019) DEC 2022 252.227-7013 Rights in Technical Data--Other Than Commercial Products and Commercial Services

MAR 2023

252.227-7014 Rights in Other Than Commercial Computer Software and Other Than Commercial Computer Software Documentation

MAR 2023

252.227-7015 Technical Data--Commercial Products and Commercial Services

MAR 2023

252.233-7001 Choice of Law (Overseas) JUN 1997 252.245-7000 Government-Furnished Mapping, Charting, and Geodesy

Property

APR 2012

252.245-7002 (Dev) Reporting Loss of Government Property (DEVIATION 2020- O0004)

JAN 2021

252.247-7023 Transportation of Supplies by Sea JAN 2023

The following have been added by full text:

52.219-28 POST-AWARD SMALL BUSINESS PROGRAM REREPRESENTATION (MAR 2023)

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

Long-term contract means a contract of more than five years in duration, including options. However, the term does not include contracts that exceed five years in duration because the period of performance has been extended for a cumulative period not to exceed six months under the clause at 52.217-8, Option to Extend Services, or other appropriate authority.

Small business concern--

(1) Means a concern, including its affiliates, that is independently owned and operated, not dominant in its field of operation, and qualified as a small business under the criteria in 13 CFR part 121 and the size standard in paragraph

(d) of this clause.

(2) Affiliates, as used in this definition, means business concerns, one of whom directly or indirectly controls or has the power to control the others, or a third party or parties control or have the power to control the others. In determining whether affiliation exists, consideration is given to all appropriate factors including common ownership, common management, and contractual relationships. SBA determines affiliation based on the factors set forth at 13

CFR 121.103.

(b) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, upon occurrence of any of the following:

(1) Within 30 days after execution of a novation agreement or within 30 days after modification of the contract to include this clause, if the novation agreement was executed prior to inclusion of this clause in the contract.

(2) Within 30 days after a merger or acquisition that does not require a novation or within 30 days after modification of the contract to include this clause, if the merger or acquisition occurred prior to inclusion of this clause in the contract.

(3) For long-term contracts--

(i) Within 60 to 120 days prior to the end of the fifth year of the contract; and

(ii) Within 60 to 120 days prior to the date specified in the contract for exercising any option thereafter.

(c) If the Contractor represented that it was any of the small business concerns identified in 19.000(a)(3) prior to award of this contract, the Contractor shall rerepresent its size and socioeconomic status according to paragraph (f) of this clause or, if applicable, paragraph (h) of this clause, when the Contracting Officer explicitly requires it for an order issued under a multiple-award contract.

(d) The Contractor shall rerepresent its size status in accordance with the size standard in effect at the time of this rerepresentation that corresponds to the North American Industry Classification System (NAICS) code(s) assigned to this contract. The small business size standard corresponding to this NAICS code(s) can be found at https://www.sba.gov/document/support--table-size-standards.

(e) The small business size standard for a Contractor providing an end item that it does not manufacture, process, or produce itself, for a contract other than a construction or service contract, is 500 employees, or 150 employees for information technology value-added resellers under NAICS code 541519, if the acquisition--

(1) Was set aside for small business and has a value above the simplified acquisition threshold;

(2) Used the HUBZone price evaluation preference regardless of dollar value, unless the Contractor waived the price evaluation preference; or

(3) Was an 8(a), HUBZone, service-disabled veteran-owned, economically disadvantaged women-owned, or women-owned small business set-aside or sole-source award regardless of dollar value.

(f) Except as provided in paragraph (h) of this clause, the Contractor shall make the representation(s) required by paragraph (b) and (c) of this clause by validating or updating all its representations in the Representations and Certifications section of the System for Award Management (SAM) and its other data in SAM, as necessary, to ensure that they reflect the Contractor's current status. The Contractor shall notify the contracting office in writing within the timeframes specified in paragraph (b) of this clause, or with its offer for an order (see paragraph (c) of this clause), that the data have been validated or updated, and provide the date of the validation or update.

(g) If the Contractor represented that it was other than a small business concern prior to award of this contract, the Contractor may, but is not required to, take the actions required by paragraphs (f) or (h) of this clause.

(h) If the Contractor does not have representations and certifications in SAM, or does not have a representation in SAM for the NAICS code applicable to this contract, the Contractor is required to complete the following rerepresentation and submit it to the contracting office, along with the contract number and the date on which the rerepresentation was completed:

(1) The Contractor represents that it [ ] is, [ ] is not a small business concern under NAICS Code assigned to contract number .

(2) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not, a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a women-owned small business concern.

(4) Women-owned small business (WOSB) joint venture eligible under the WOSB Program. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(5) Economically disadvantaged women-owned small business (EDWOSB) joint venture. The Contractor represents that it [ ] is, [ ] is not a joint venture that complies with the requirements of 13 CFR 127.506(a) through (c). [The Contractor shall enter the name and unique entity identifier of each party to the joint venture: .]

(6) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that it [ ] is, [ ] is not a veteran-owned small business concern.

(7) [Complete only if the Contractor represented itself as a veteran-owned small business concern in paragraph (h)(6) of this clause.] The Contractor represents that it [ ] is, [ ] is not a service-disabled veteran-owned small business concern.

(8) [Complete only if the Contractor represented itself as a small business concern in paragraph (h)(1) of this clause.] The Contractor represents that--

(i) It [ ] is, [ ] is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material changes in ownership and control, principal office, or HUBZone employee percentage have occurred since it was certified in accordance with 13 CFR part 126; and

(ii) It [ ] is, [ ] is not a HUBZone joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (h)(8)(i) of this clause is accurate for each HUBZone small business concern participating in the HUBZone joint venture. [The Contractor shall enter the names of each of the HUBZone small business concerns participating in the HUBZone joint venture: .] Each HUBZone small business concern participating in the HUBZone joint venture shall submit a separate signed copy of the HUBZone representation.

[Contractor to sign and date and insert authorized signer's name and title.]

(End of clause)

252.204-7012 SAFEGUARDING COVERED DEFENSE INFORMATION AND CYBER INCIDENT

REPORTING (JAN 2023)

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

Adequate security means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

Contractor attributional/proprietary information means information that identifies the contractor(s), whether directly or indirectly, by the grouping of information that can be traced back to the contractor(s) (e.g., program description, facility locations), personally identifiable information, as well as trade secrets, commercial or financial information, or other commercially sensitive information that is not customarily shared outside of the company.

Controlled technical information means technical information with military or space application that is subject to controls on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination.

Controlled technical information would meet the criteria, if disseminated, for distribution statements B through F using the criteria set forth in DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does not include information that is lawfully publicly available without restrictions.

Covered contractor information system means an unclassified information system that is owned, or operated by or for, a contractor and that processes, stores, or transmits covered defense information.

Covered defense information means unclassified controlled technical information or other information, as described in the Controlled Unclassified Information (CUI) Registry at http://www.archives.gov/cui/registry/category-list.html, that requires safeguarding or dissemination controls pursuant to and consistent with law, regulations, and Governmentwide policies, and is--

(1) Marked or otherwise identified in the contract, task order, or delivery order and provided to the contractor by or on behalf of DoD in support of the performance of the contract; or

(2) Collected, developed, received, transmitted, used, or stored by or on behalf of the contractor in support of the performance of the contract.

Cyber incident means actions taken through the use of computer networks that result in a compromise or an actual or potentially adverse effect on an information system and/or the information residing therein.

Forensic analysis means the practice of gathering, retaining, and analyzing computer-related data for investigative purposes in a manner that maintains the integrity of the data.

Information system means a discrete set of information resources organized for the collection, processing, maintenance, use, sharing, dissemination, or disposition of information.

Malicious software means computer software or firmware intended to perform an unauthorized process that will have adverse impact on the confidentiality, integrity, or availability of an information system. This definition includes a virus, worm, Trojan horse, or other code-based entity that infects a host, as well as spyware and some forms of adware.

Media means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks, magnetic disks, large-scale integration memory chips, and printouts onto which covered defense information is recorded, stored, or printed within a covered contractor information system.

Operationally critical support means supplies or services designated by the Government as critical for airlift, sealift, intermodal transportation services, or logistical support that is essential to the mobilization, deployment, or sustainment of the Armed Forces in a contingency operation.

Rapidly report means within 72 hours of discovery of any cyber incident.

Technical information means technical data or computer software, as those terms are defined in the clause at DFARS 252.227-7013, Rights in Technical Data--Other Than Commercial Products and Commercial Services, regardless of whether or not the clause is incorporated in this solicitation or contract. Examples of technical information include research and engineering data, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technical reports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, and computer software executable code and source code.

(b) Adequate security. The Contractor shall provide adequate security on all covered contractor information systems.

To provide adequate security, the Contractor shall implement, at a minimum, the following information security protections:

(1) For covered contractor information systems that are part of an information technology (IT) service or system operated on behalf of the Government, the following security requirements apply:

(i) Cloud computing services shall be subject to the security requirements specified in the clause 252.239-7010, Cloud Computing Services, of this contract.

(ii) Any other such IT service or system (i.e., other than cloud computing) shall be subject to the security requirements specified elsewhere in this contract.

(2) For covered contractor information systems that are not part of an IT service or system operated on behalf of the Government and therefore are not subject to the security requirement specified at paragraph (b)(1) of this clause, the following security requirements apply:

(i) Except as provided in paragraph (b)(2)(ii) of this clause, the covered contractor information system shall be subject to the security requirements in National Institute of Standards and Technology (NIST) Special Publication (SP) 800-171, “Protecting Controlled Unclassified Information in Nonfederal Information Systems and

Organizations” (available via the internet at http://dx.doi.org/10.6028/NIST.SP.800-171) in effect at the time the solicitation is issued or as authorized by the Contracting Officer.

(ii)(A) The Contractor shall implement NIST SP 800-171, as soon as practical, but not later than December 31, 2017. For all contracts awarded prior to October 1, 2017, the Contractor shall notify the DoD Chief Information Officer (CIO), via email at osd.dibcsia@mail.mil, within 30 days of contract award, of any security requirements specified by NIST SP 800-171 not implemented at the time of contract award.

(B) The Contractor shall submit requests to vary from NIST SP 800-171 in writing to the Contracting Officer, for consideration by the DoD CIO. The Contractor need not implement any security requirement adjudicated by an authorized representative of the DoD CIO to be nonapplicable or to have an alternative, but equally effective, security measure that may be implemented in its place.

(C) If the DoD CIO has previously adjudicated the contractor's requests indicating that a requirement is not applicable or that an alternative security measure is equally effective, a copy of that approval shall be provided to the Contracting Officer when requesting its recognition under this contract.

(D) If the Contractor intends to use an external cloud service provider to store, process, or transmit any covered defense information in performance of this contract, the Contractor shall require and ensure that the cloud service provider meets security requirements equivalent to those established by the Government for the Federal Risk and Authorization Management Program (FedRAMP) Moderate baseline (https://www.fedramp.gov/resources/documents/) and that the cloud service provider complies with requirements in paragraphs (c) through (g) of this clause for cyber incident reporting, malicious software, media preservation and protection, access to additional information and equipment necessary for forensic analysis, and cyber incident damage assessment.

(3) Apply other information systems security measures when the Contractor reasonably determines that information systems security measures, in addition to those identified in paragraphs (b)(1) and (2) of this clause, may be required to provide adequate security in a dynamic environment or to accommodate special circumstances (e.g., medical devices) and any individual, isolated, or temporary deficiencies based on an assessed risk or vulnerability. These measures may be addressed in a system security plan.

(c) Cyber incident reporting requirement.

(1) When the Contractor discovers a cyber incident that affects a covered contractor information system or the covered defense information residing therein, or that affects the contractor's ability to perform the requirements of the contract that are designated as operationally critical support and identified in the contract, the Contractor shall--

(i) Conduct a review for evidence of compromise of covered defense information, including, but not limited to, identifying compromised computers, servers, specific data, and user accounts. This review shall also include analyzing covered contractor information system(s) that were part of the cyber incident, as well as other information systems on the Contractor's network(s), that may have been accessed as a result of the incident in order to identify compromised covered defense information, or that affect the Contractor's ability to provide operationally critical support; and

(ii) Rapidly report cyber incidents to DoD at https://dibnet.dod.mil.

(2) Cyber incident report. The cyber incident report shall be treated as information created by or for DoD and shall include, at a minimum, the required elements at https://dibnet.dod.mil.

(3) Medium assurance certificate requirement. In order to report cyber incidents in accordance with this clause, the Contractor or subcontractor shall have or acquire a DoD-approved medium assurance certificate to report cyber incidents. For information on obtaining a DoD-approved medium assurance certificate, see https://public.cyber.mil/eca/.

(d) Malicious software. When the Contractor or subcontractors discover and isolate malicious software in connection with a reported cyber incident, submit the malicious software to DoD Cyber Crime Center (DC3) in accordance with instructions provided by DC3 or the Contracting Officer. Do not send the malicious software to the Contracting Officer.

(e) Media preservation and protection. When a Contractor discovers a cyber incident has occurred, the Contractor shall preserve and protect images of all known affected information systems identified in paragraph (c)(1)(i) of this clause and all relevant monitoring/packet capture data for at least 90 days from the submission of the cyber incident report to allow DoD to request the media or decline interest.

(f) Access to additional information or equipment necessary for forensic analysis. Upon request by DoD, the Contractor shall provide DoD with access to additional information or equipment that is necessary to conduct a forensic analysis.

(g) Cyber incident damage assessment activities. If DoD elects to conduct a damage assessment, the Contracting Officer will request that the Contractor provide all of the damage assessment information gathered in accordance with paragraph (e) of this clause.

(h) DoD safeguarding and use of contractor attributional/proprietary information. The Government shall protect against the unauthorized use or release of information obtained from the contractor (or derived from information obtained from the contractor) under this clause that includes contractor attributional/proprietary information, including such information submitted in accordance with paragraph (c). To the maximum extent practicable, the Contractor shall identify and mark attributional/proprietary information. In making an authorized release of such information, the Government will implement appropriate procedures to minimize the contractor attributional/proprietary information that is included in such authorized release, seeking to include only that information that is necessary for the authorized purpose(s) for which the information is being released.

(i) Use and release of contractor attributional/proprietary information not created by or for DoD. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is not created by or for DoD is authorized to be released outside of DoD--

(1) To entities with missions that may be affected by such information;

(2) To entities that may be called upon to assist in the diagnosis, detection, or mitigation of cyber incidents;

(3) To Government entities that conduct counterintelligence or law enforcement investigations;

(4) For national security purposes, including cyber situational awareness and defense purposes (including with Defense Industrial Base (DIB) participants in the program at 32 CFR part 236); or

(5) To a support services contractor (“recipient”) that is directly supporting Government activities under a contract that includes the clause at 252.204-7009, Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information.

(j) Use and release of contractor attributional/proprietary information created by or for DoD. Information that is obtained from the contractor (or derived from information obtained from the contractor) under this clause that is created by or for DoD (including the information submitted pursuant to paragraph (c) of this clause) is authorized to be used and released outside of DoD for purposes and activities authorized by paragraph (i) of this clause, and for any other lawful Government purpose or activity, subject to all applicable statutory, regulatory, and policy based restrictions on the Government's use and release of such information.

(k) The Contractor shall conduct activities under this clause in accordance with applicable laws and regulations on the interception, monitoring, access, use, and disclosure of electronic communications and data.

(l) Other safeguarding or reporting requirements. The safeguarding and cyber incident reporting required by this clause in no way abrogates the Contractor's responsibility for other safeguarding or cyber incident reporting pertaining to its unclassified information systems as required by other applicable clauses of this contract, or as a result of other applicable U.S. Government statutory or regulatory requirements.

(m) Subcontracts. The Contractor shall--

(1) Include this clause, including this paragraph (m), in subcontracts, or similar contractual instruments, for operationally critical support, or for which subcontract performance will involve covered defense information, including subcontracts for commercial products or commercial services, without alteration, except to identify the parties. The Contractor shall determine if the information required for subcontractor performance retains its identity as covered defense information and will require protection under this clause, and, if necessary, consult with the Contracting Officer; and

(2) Require subcontractors to--

(i) Notify the prime Contractor (or next higher-tier subcontractor) when submitting a request to vary from a NIST SP 800-171 security requirement to the Contracting Officer, in accordance with paragraph (b)(2)(ii)(B) of this clause; and

(ii) Provide the incident report number, automatically assigned by DoD, to the prime Contractor (or next higher-tier subcontractor) as soon as practicable, when reporting a cyber incident to DoD as required in paragraph (c) of this clause.

(End of clause)

52.216-19 ORDER LIMITATIONS (OCT 1995)

(a) Minimum order. When the Government requires supplies or services covered by this contract in an amount of less than $3,500, the Government is not obligated to purchase, nor is the Contractor obligated to furnish, those supplies or services under the contract.

(b) Maximum order. The Contractor is not obligated to honor--

(1) Any order for a single item in excess of $202.1M;

(2) Any order for a combination of items in excess of $202.1M; or

(3) A series of orders from the same ordering office within 30 days that together call for quantities exceeding the limitation in subparagraph (1) or (2) above.

(c) If this is a requirements contract (i.e., includes the Requirements clause at subsection 52.216-21 of the Federal Acquisition Regulation (FAR)), the Government is not required to order a part of any one requirement from the Contractor if that requirement exceeds the maximum-order limitations in paragraph (b) above.

(d) Notwithstanding paragraphs (b) and (c) above, the Contractor shall honor any order exceeding the maximum order limitations in paragraph (b), unless that order (or orders) is returned to the ordering office within 30 days after issuance, with written notice stating the Contractor's intent not to ship the item (or items) called for and the reasons.

Upon receiving this notice, the Government may acquire the supplies or services from another source.

The following have been deleted:

52.204-12 Unique Entity Identifier Maintenance OCT 2016

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