19R0001 - RFP Attachment 8 - SOW Addendum V2.docx

RFP N66001-19-R-0001

Attachment 8 – SOW Addendum

PAYMENT OF FIXED FEE (COMPLETION TYPE)

FIXED FEE: *. The Government shall make payment to the Contractor when requested as work progresses, but no more frequently than biweekly, on account of the fixed fee, equal to ** percent of the amounts invoiced by the Contractor under the “Allowable Cost and Payment” clause hereof for the related period, subject to the withholding provisions of paragraph (b) of the “Fixed Fee” clause. In the event of discontinuance of the work in accordance with clause of this contract entitled “Limitation of ***” the fixed fee shall be redetermined by mutual agreement equitably to reflect the diminution of the work performed; the amount by which such fixed fee is less than, or exceeds payments previously made on account of fee, shall be paid, or repaid by, the Contractor, as the case may be.

* To be determined at the task order level.

** To be determined at the Task Order level. The allowable fee percentage will be negotiated at the Task Order level, and shall not exceed the percentage proposed at the basic contract level.

*** To be determined at the Task Order level.

LEVEL OF EFFORT--FEE ADJUSTMENT FORMULA

***To be used in term/level-of-effort task orders.***

(a) Subject to the provisions of the “Limitation of Cost” or “Limitation of Funds” clause (whichever is applicable to this contract), it is hereby understood and agreed that the fixed fee is based upon the Contractor providing the below listed number of staff-hours of direct labor, hereinafter referred to as X, at the estimated cost and during the term of this contract specified elsewhere herein:

[Contracting officer insert number of estimated direct labor staff hours]

CLIN Total Staff-hours of Direct Labor X

The Contractor agrees to provide the total level of effort specified above in performance of work described in Sections “B” and “C” of this contract. The total staff-hours of direct labor shall include subcontractor direct labor hours for those subcontractors identified in the Contractor’s proposal as having hours included in the proposed level of effort.

(b) Of the total staff-hours of direct labor set forth above, it is estimated that [Contracting officer insert number of estimated direct staff hours identified as competitive (uncompensated overtime) hours) staff-hours are competitive time (uncompensated overtime). Competitive time (uncompensated overtime) is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no amount is indicated in the first sentence of this paragraph, competitive time (uncompensated overtime) effort performed by the contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as local travel from an employee’s residence to their usual work location, uncompensated effort while on travel status, truncated lunch periods, or other time and effort which does not have a specific and direct contribution to the tasks described in Section B.

(d) It is understood and agreed that various conditions may exist prior to or upon expiration of the term of the contract, with regard to the expenditure of labor staff-hours and/or costs thereunder which may require adjustment to the aggregate fixed fee. The following actions shall be dictated by the existence of said conditions:

(1) If the Contractor has provided not more than 105 % of X or not less than 95 % of X, within the estimated cost, and at the term of the contract, then the fee shall remain as set forth in Section B.

(2) If the Contractor has provided X-staff-hours, within the term, and has not exceeded the estimated cost then the Contracting Officer may require the Contractor to continue performance until the expiration of the term, or until the expenditure of the estimated cost of the contract except that, in the case of any items or tasks funded with O&MN funds, performance shall not extend beyond 30 September. In no event shall the Contractor be required to provide more than 105 % of X within the term and estimated cost of this contract. The fee shall remain as set forth in Section B.

(3) If the Contractor expends the estimated cost of the contract, during the term of the contract and has provided less than X staff-hours, the Government may require the Contractor to continue performance, by providing cost growth funding, without adjusting the fixed fee, until such time as the Contractor has provided X staff-hours.

(4) If the Contracting Officer does not elect to exercise the Government’s rights as set forth in paragraph (d)(2) and (d)(3) above, and the Contractor has not expended more than 95% of X staff-hours, the fixed fee shall be equitably adjusted downward to reflect the diminution of work.

(5) Nothing herein contained shall, in any way, abrogate the Contractor’s responsibilities, and/or the Government’s rights within the terms of the contract provision entitled “Limitation of Cost” or “Limitation of Funds” as they shall apply throughout the term of the contract, based upon the total amount of funding allotted to the contract during its specified term.

(e) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and DCAA office to which vouchers are submitted:

In the case of a cost under-run, the Contractor shall submit the following information in addition to that required above:

All submissions required by this paragraph shall include subcontractor information, if any.

(f) SPECIAL INSTRUCTION TO THE PAYING OFFICE REGARDING WITHHELD FEE

Fees withheld pursuant to the provisions of this contract, such as the withholding provided by the “Allowable Cost and Payment” and “Fixed Fee” clauses, shall not be paid until the contract has been modified to reduce the fixed fee in accordance with paragraph (d) above, except that no such action is required if the total level of effort provided falls within the limits established in paragraph (d) above.

MINIMUM AND MAXIMUM QUANTITIES

As referred to in paragraph (b) of the “Indefinite Quantity” clause of this contract, the contract minimum quantity is a total of $100,000 worth of orders, to be shared equally among all awardees. The maximum quantity is the total estimated amount of the contract. The maximum quantity is not to be exceeded without prior approval of the Procuring Contracting Officer.

The combined/overall ceiling for all awardees under this Multiple Award Contract is $249,033,406.94.

ALLOTMENT OF FUNDS

*** This clause shall be used in incrementally funded task orders.***

(a) This contract is incrementally funded with respect to both cost and fee.

(b) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “Fixed Fee”, are as follows:

[Contracting officer under “Items” insert the item numbers for which incremental funding is provided and under “Allotted to Fixed Fee” insert the amount of incremental funding allocated to fixed fee]

(c) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I “Limitation of Funds” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows:

[Contracting officer under “Items” insert the item numbers for which incremental funding is provided, under “Allotment of Cost” insert the amount of incremental funding allocated to total estimated cost, and under “Period of Performance” insert date by which funding expended]

(d) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover.

SECURITY REQUIREMENTS

The work to be performed under this contract as delineated in the DD Form 254, Attachment No. 1 involves access to and handling of classified material up to and including TS/SCI.

In addition to the requirements of the FAR 52.204-2 “Security Requirements” clause, the Contractor shall appoint a Security Officer, who shall (1) be responsible for all security aspects of the work performed under this contract, (2) assure compliance with the National Industry Security Program Operating Manual (DODINST 5220.22M), and (3) assure compliance with any written instructions from the Security Officer Code 83310, Naval Information Warfare Center Pacific, 53560 Hull Street, San Diego, CA 92152-5000.

DELIVERY/TASK ORDER PROCEDURES

The order procedures below are provided for informational purposes only. The actual procedures (including response times) may vary according to individual order circumstances.

(a) Multiple Award Contract (MAC) Ordering Procedures. It is anticipated that each competitive order will be placed in accordance with the following procedures:

In accordance with FAR 16.505(b)(2)(i)(F), the Government may set aside the competition for orders for small business concerns should the Government determine that the “rule of two” applies (see FAR 19.502-2). If there is only one small business awarded a prime MAC contract (along with large business MAC awardees), then the contracting officer also reserves the right to noncompetitively award an order to that small business concern.

(1) Requirements Documentation. Upon identification of a requirement, the cognizant technical code will develop a draft Performance Work Statement (PWS)/Statement of Work (SOW) and other requirements documents (e.g., Contract Data Requirements List (CDRL)) consistent with the technical requirements of this contract and the specific effort. Both level-of-effort (term) and completion type orders may be issued under this contract. Each order will include the order type deemed appropriate by the Government.

(2) Draft RFP*. The contract specialist will issue a draft Request for Proposals (RFP) to all MAC contractors** which will include, at a minimum, the draft PWS/SOW, anticipated CDRL data items, and the anticipated selection procedures for the order. Contractors are strongly encouraged at this stage to ask questions pertaining to the draft RFP, such as regarding the Government’s evaluation strategy, and to provide comments that could potentially help the Government improve the procurement. The time allotted for the submission of questions and/or comments is typically 2 to 5 business days.

*The Government may choose to skip the “Draft RFP” step altogether. In those instances, however, the contractors will still be allowed a question and answer period which will be identified in the RFP.

**Since correspondence is conducted via email, all MAC awardees are strongly encouraged to provide more than one email address to the Government to ensure that multiple contractor POCs receive the Government’s emails. The Government reserves the right to not include large business prime contractors on correspondence relating to orders set aside for small business.

The Government desires more than one offeror to submit a proposal for each order. Contractors are strongly encouraged to provide a preliminary decision as to whether or not they intend to submit a proposal in response to the final RFP. Should a contractor decide not to submit a proposal for the order, the Government may request the contractor to provide documentation to the Government indicating the reason(s) why no proposal is being submitted. Additionally, the contractor is strongly encouraged to indicate if additional time to respond to the final RFP would cause the contractor to submit a proposal, and if so, how much additional time would be required. This initial propose/no-propose decision is strongly encouraged and is due no later than the deadline for questions and/or comments in response to the draft RFP.

(3) Final RFP. After the submission time for questions/comments in response to the draft RFP has expired, the Government will issue a final RFP which will contain the finalized requirements documents and selection procedures for the order. All eligible MAC awardees, even those that conveyed intent to not propose, will receive the final RFP. If there were any questions submitted during the draft RFP phase, at the Government’s discretion, pertinent questions and answers (properly sanitized of proprietary information) will be distributed to all eligible MAC contractors along with the final RFP. The time allotted for the submission of proposals is typically 5 to 10 business days.

Contractors that provided an intent-to-propose at the draft RFP stage, and then subsequently decide NOT to submit a proposal, are strongly encouraged to provide the same level of detail as identified above regarding why they are choosing not to submit a proposal. Any subsequent propose/no-propose decision that conflicts with the initial propose/no-propose decision are strongly encouraged to be submitted to the Government as early as possible.

(4) Source Selection Procedures. For a given order, the selection procedures will be based on a best value process, whether allowing for a tradeoff process (see FAR 15.101-1) or a low price/cost, or lowest price technically acceptable process (see FAR 15.101-2); however, in accordance with FAR 16.505(b)(1)(ii), FAR 15.3 will not apply. Each RFP will provide instructions to the MAC contractors as to the specific procedures for responding to the RFP and describe what information shall be presented to the Government in order to be considered for award of the order. The Government reserves the right to clarify certain aspects of one or more of the proposals, without contacting all offerors, unless such communication is used to materially alter the technical or cost elements and/or otherwise revise the proposal.

(5) Evaluation and Award. The Government will evaluate proposals and make award based on the evaluation criteria set forth in the final RFP. Once an offeror’s proposal has been selected for award, a DD Form 1155 will be executed by the Contracting Officer and sent to the contractor via e-mail or facsimile as notice to begin work. The contractor is cautioned that no work is to be started prior to receipt of a properly signed and executed DD Form 1155, Order for Supplies/Services, or other authorization by the Contracting Officer.

Within a reasonable amount of time (usually within 1 business day) after order award, the name of the awardee and the total value of the order will be provided to all MAC contractors.

(b) Non-Competitive Ordering Procedures. It is anticipated that each order awarded to a single award contractor, or to a MAC contractor when a Contracting Officer-approved exception at FAR 16.505(b)(2)(i)(A) through (F) applies, or when making a Contracting Officer-approved award to a small business as outlined above, will be placed in accordance with the following procedures:

(1) Requirements Documentation. Upon identification of a requirement, the cognizant technical code will develop a draft PWS/SOW and other requirements documents (e.g., CDRL) consistent with the technical requirements of the effort. Both level of effort (term) and completion type orders may be issued under this contract. The PWS/SOW will include the order type deemed appropriate by the Government.

After both parties have reached agreement regarding the technical requirements of the PWS/SOW, the contractor and the Contracting Officer’s Representative (COR) shall sign and date the final document to signify their common understanding of the order requirements.

(2) Cost Estimate*. Typically within 1 to 5 business days after signing the PWS/SOW, the contractor will submit to the contract specialist and the COR/COR Support Manager (CSM) a complete cost estimate. The cost estimate shall contain the following information to enable the Contracting Officer to make a determination of cost/price reasonableness:

(i) Individually listed labor categories, direct labor hours, and unburdened hourly labor rates for each labor category. Unless proposing a new labor category not listed in the basic contract, all proposed labor categories should either exactly match, or be mapped to the labor categories identified in the basic solicitation.

(ii) Other Direct Cost (ODC) cost information shall include identification of: 1) material (consumable and non-consumables) purchase description and amount; 2) summary of travel costs to include identification of number of travelers, destination, and duration for each trip and 3) other direct costs not separately identified.

(iii) Actual indirect rates used and note their application.

(iv) Show totals for individual cost elements, as well as the overall total for hours, estimated cost, and cost plus fee. Identify the average hourly labor rate for the overall proposal (computed by dividing total fully burdened labor cost by total labor hours).

(v) If applicable, subcontractor costs, names of subcontractor(s) and type of subcontract(s).

(vi) For proposed personnel, identify the fully burdened hourly labor rate inclusive of all applicable indirect costs and fee.

*These cost estimate elements apply to both competitive and non-competitive orders.

(3) Cost Evaluation and Award. Once the Contracting Officer has reviewed and accepted the contractor’s cost estimate, a DD Form 1155 will be executed by the Contracting Officer and sent to the contractor via e-mail or facsimile as notice to begin work. The contractor is cautioned that no work is to be started prior to receipt of a properly signed and executed DD Form 1155, Order for Supplies/Services, or other authorization by the Contracting Officer. As necessary, the contract administrator or contracting officer will contact the contractor to negotiate costs or minor requirements details before a DD Form 1155 is executed.

(c) Content. All orders will include the following elements:

(1) Effective date of order

(2) Contract and order numbers

(3) Type of order (i.e., completion or level-of-effort-term)

(4) Estimated hours

(5) Estimated cost, fee or price

(6) Scope

(7) Inspection and Acceptance Terms

(8) Delivery and/or period of performance (PoP) dates

(9) Place of delivery or performance

(10) Accounting and appropriation data

(11) Other information as appropriate (e.g., COR Designation, Government Furnished Property, material, or facilities to be made available for performance of the order; safety requirements; security requirements set forth on DD Form 254; data requirements set forth on DD Form 1423).

(12) Each order under a cost-reimbursement contract is deemed to include the clause at FAR 52.232-20 “Limitation of Cost” or 52.232-22 “Limitation of Funds,” whichever is applicable.

(d) Contractor Notification. The contractor is responsible for immediately notifying the Contracting Officer of any difficulties in performing in accordance with the terms of the order.

(e) Competition Advocate. For this contract, the designated order ombudsman is the Navy Competition Advocate General (DASN (AP) as per NMCARS 5206.501). The ombudsman is responsible for reviewing complaints from multiple award contractors and ensuring that all of the contractors are afforded a fair opportunity to be considered for orders in excess of $3,000, consistent with procedures in the contract. However, it is not within the designated ombudsman’s authority to prevent the issuance of an order or to disturb an existing order. Contractors are encouraged to settle their complaints through the Competition Advocate chain of command, seeking review by the Competition Advocate at NIWC Pacific, Code 20 (http://www.public.navy.mil/spawar/Pacific/22000/Pages/ContactUs.aspx) before taking complaints to the Navy Competition Advocate General.

WORK WEEK (NIWC-PAC)

(a) All or a portion of the effort under this contract will be performed on a Government installation. The normal work week for Government employees at the Naval Information Warfare Center Pacific (NIWC Pacific) is Monday through Thursday 7:15 AM to 4:45 PM and Friday 7:15 AM to 3:45 PM with every other Friday a non-work day. Work at this Government installation, shall be performed by the contractor within the normal work hours at NIWC Pacific unless differing hours are specified on a delivery/task order. The contractor is not required to maintain the same hours as Government employees; however, contractor employees performing work at NIWC Pacific must work during the normal workweek. The following is a list of holidays observed by the Government.

Name of Holiday Time of Observance

(b) If any of the above holidays occur on a Saturday or a Sunday, then such holiday shall be observed by the contractor in accordance with the practice as observed by the assigned Government employees at the using activity.

(c) If the contractor is prevented from performance as the result of an Executive Order or an administrative leave determination applying to the using activity, such time may be charged to the contract as direct cost provided such charges are consistent with the contractor’s accounting practices.

(d) This contract does not allow for payment of overtime during the normal workweek for employees who are not exempted from the Fair Labor Standards Act unless expressly authorized by the Ordering Officer. Under Federal regulations the payment of overtime is required only when an employee works more than 40 hours during a week. Therefore, during the NIWC Pacific off-Friday (36 hour) week overtime will not be paid for non-exempt employees. During the work-Friday week (44 hour) the contractor is to schedule work so as not to incur overtime charges during the normal work week unless authorized in writing by the Government to do so. An example of this would be for contractor personnel to work during the hours of 7:15 AM to 4:45 PM Monday through Thursday and 7:15 AM to 3:45 PM Friday during the work-Friday week. The contractor may also elect to configure the workforce in such a way that no single employee exceeds 40 hours during a normal week even though normal NIWC Pacific hours are maintained both weeks.

(e) NOTICE: All contractor employees who make repeated deliveries to military installations shall obtain the required employee pass via the Defense Biometric Identification System (DBIDS) in order to gain access to the facility. Information about DBIDS may be found at the following website: https://www.cnic.navy.mil/om/dbids.html.

Contractor employees must be able to obtain a DBIDS in accordance with base security requirements. Each employee shall wear the Government issued DBIDS badge over the front of the outer clothing. When an employee leaves the contractor's employ, the employee's DBIDS badge shall be returned to the Contracting Officer's Representative or the base Badge and Pass Office within five (5) calendar days.

Contractors who do not have a DBIDS or Common Access Card (CAC) must be issued a one-day pass daily at the Badge and Pass Office. Issuance of a CAC requires the need for physical access to the installation and logical access to government owned computer systems.

(f) Periodically the Government may conduct Anti-Terrorism Force Protection (AT/FP) and/or safety security exercises which may require the contractor to adjust its work schedule and/or place of performance to accommodate execution of the exercise. The contractor will be required to work with its Government point of contact to adjust work schedules and/or place of performance in the case of an exercise that causes disruption of normally scheduled work hours, or disruption of access to a government facility. The contract does not allow for payment of work if schedules cannot be adjusted and/or the work cannot be executed remotely (i.e., the contractor's facility or alternate non-impacted location), during an exercise when government facilities are inaccessible.

PROCEDURES FOR CONTROLLING TECHNICAL DOCUMENTS UNDER NIWC PACIFIC CONTRACTS

The Contractor shall comply with DOD Directive 5230.25 and the information provided herein when the Government provides the Contractor with technical data.

1. Location of distribution statement, export warning notice, and destruction notice (classified and unclassified technical documents).

(1) Standard written or printed material with covers and/or title pages: Statement(s) to be printed, typed, or stamped on the front cover and title page.

(2) Technical documents without covers or title pages: Statement(s) to be typed, printed, or stamped on the first page of the document.

(3) Deck of punched or aperture cards: Statement(s) to be typed, printed, or stamped on face of first and last card and on top of deck.

(4) Magnetic tape, cassette, or disk: Statement(s) to be typed, stamped, or printed on a label applied to outside of material. The first page of the resulting hard-copy report or computer printout is also marked with applicable statement(s).

(5) Microfilm: Statement(s) to be typed, stamped, or printed on outside of jacket or canister housing the material. The first page of the resulting hard-copy report or first frame is also marked with applicable statement(s). The headers for microfiche must carry an abbreviated version of the statement(s).

(6) Drawings: Applicable statement(s) to be typed, stamped, or printed near the title block.

(b) Safeguarding of Unclassified, Limited-Access Documents (for classified documents see SSCPACINST 5500.1B).

(1) Normal working hours: Limited-access documents and those that have not yet been reviewed cannot be left unattended in work areas accessible to non-DoD employees.

(2) After normal working hours: Limited-access documents and those that have not yet been reviewed should be placed in locked files, desks, or similar containers. If this is not possible, locked offices or buildings are adequate.

(3) Additional guidance for safeguarding limited-access media processed by an IT system, activity, or network can be found in OPNAVINST 5239.1A.

(c) Destruction of Unclassified, Limited-Access Documents. Destroy by any method that will prevent disclosure of contents or reconstruction of the material. Examples of such destruction methods follow:

(1) Printed document, deck of punched or aperture cards, computer printout, and drawings: Destroy by tearing each copy into pieces to preclude reconstruction and placing the pieces in regular trash containers or send to the Mail Room Branch for destruction.

(2) Magnetic tape, cassette, or disk: Destroy by erasing the magnetic storage media.

(3) Microfilm: Destroy by cutting into small pieces or send to the mailroom for destruction.

(d) Safeguarding of Classified Documents: See SSCPACINST 5500.1B.

(e) Destruction of Classified Documents: See SSCPACINST 5500.1B.

LIABILITY INSURANCE--COST TYPE CONTRACTS

(a) The following types of insurance are required in accordance with the FAR 52.228-7 “Insurance--Liability to Third Persons” clause and shall be maintained in the minimum amounts shown:

(b) When requested by the Contracting Officer, the contractor shall furnish to the Contracting Officer a certificate or written statement of insurance. The written statement of insurance must contain the following information: policy number, policyholder, carrier, amount of coverage, dates of effectiveness (i.e., performance period), and contract number. The contract number shall be cited on the certificate of insurance.

KEY PERSONNEL

***May be used at the task order level. ***

(a) The offeror agrees to assign to this contract those key personnel listed in paragraph (d) below. No substitutions shall be made except in accordance with this clause.

(b) The offeror agrees that during the first 180 days of the contract performance period no personnel substitutions will be permitted unless such substitutions are necessitated by an individual's sudden illness, death or termination of employment. In any of these events, the contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (c) below. After the initial 180 day period, all proposed substitutions must be submitted in writing, at least fifteen (15) days (thirty (30) days if a security clearance is to be obtained) in advance of the proposed substitutions to the contracting officer. These substitution requests shall provide the information required by paragraph (c) below.

(c) All requests for approval of substitutions under this contract must be in writing and provide a detailed explanation of the circumstances necessitating the proposed substitutions. They must contain a complete resume for the proposed substitute or addition, and any other information requested by the Contracting Officer or needed by him to approve or disapprove the proposed substitutions. All substitutions proposed during the duration of this contract must have qualifications of the person being replaced. The Contracting Officer or his authorized representative will evaluate such requests and promptly notify the contractor of his approval or disapproval thereof in writing.

(d) List of Key Personnel

(e) If the Contracting Officer determines that suitable and timely replacement of key personnel who have been reassigned, terminated or have otherwise become unavailable for the contract work is not reasonably forthcoming or that the resultant reduction of productive effort would be so substantial as to impair the successful completion of the contract or the service order, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate. In addition, if the Contractor is found at fault for the condition, the Contracting Officer may elect to equitably decrease the contract price or fixed fee to compensate the Government for any resultant delay, loss or damage.

(f) If the offeror wishes to add personnel to be used in a labor category he shall employ the procedures outlined in paragraph (c) above. Adding personnel will only be permitted in the event of an indefinite quantity contract, where the Government has issued a delivery order for labor hours that would exceed a normal forty hour week if performed only by the number of employees originally proposed.

DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE

(a) The Contracting Officer hereby appoints the following individual as Contracting Officer’s Representative(s) (COR) for this contract/order:

CONTRACTING OFFICER REPRESENTATIVE

Name: TBD at the task order level Code: TBD Address: TBD

Phone Number: TBD E-mail: TBD

(b) It is emphasized that only the Contracting Officer has the authority to modify the terms of the contract, therefore, in no event will any understanding agreement, modification, change order, or other matter deviating from the terms of the basic contract between the Contractor and any other person be effective or binding on the Government. When/If, in the opinion of the Contractor, an effort outside the existing scope of the contract is requested, the Contractor shall promptly notify the PCO in writing. No action shall be taken by the Contractor unless the Procuring Contracting Officer (PCO) or the Administrative Contracting Officer (ACO) has issued a contractual change.

APPOINTMENT OF ORDERING OFFICER(S)

(a) The contracting officer and/or his duly authorized representative at the following activity(ies) are designated as Ordering Officers:

(b) The above individual(s) is/are responsible for issuing and administering any orders placed hereunder. Ordering Officers may negotiate revisions/modifications to orders, but only within the scope of this contract. Ordering Officers have no authority to modify any provision of this basic contract. Any deviation from the terms of the basic contract must be submitted to the Procuring Contracting Officer (PCO) for contractual action. Ordering Officers may enter into mutual no-cost cancellations of orders under this contract and may reduce the scope of orders/tasks, but Terminations for Convenience or Terminations for Default shall be issued only by the PCO.

TYPE OF CONTRACT

This is an indefinite-delivery, indefinite-quantity (IDIQ) contract with a cost-plus-fixed-fee (CPFF) and firm-fixed-price (FFP) for services and cost (no fee) pricing arrangement for other direct costs.

PATENT MATTERS POINT OF CONTACT

The Point of Contact regarding Patent Matters for this contract is:

OFFICE OF PATENT COUNSEL / CODE 3600

NIWC PACIFIC

53560 HULL STREET

SAN DIEGO, CA 92152-5001

(619) 553-3001

Do not submit interim and final invention reports to this address.

SEGREGATION OF COSTS

(a) The Contractor agrees to segregate costs incurred under this contract at the lowest level of performance, either task or subtask, rather than on a total contract basis, and to submit invoices reflecting costs incurred at that level. Invoices shall contain summaries of work charged during the period covered, as well as overall cumulative summaries by labor category for all work invoiced to date, by line item, task or subtask.

(b) Where multiple lines of accounting are present, the ACRN preceding the accounting citation will be found in Section B and/or Section G of the contract or in the task or delivery order that authorizes work. Payment of Contractor invoices shall be accomplished only by charging the ACRN that corresponds to the work invoiced.

(c) Except when payment requests are submitted electronically as specified in the clause at DFARS 252.232-7003, Electronic Submission of Payment Requests, one copy of each invoice or voucher will be provided, at the time of submission to DCAA:

(1) to the Contracting Officer’s Representative or the Technical Representative of the Contracting Officer, and

(2) to the Procuring Contracting Officer.

Supplemental Wide Area WorkFlow Payment Instructions

(a) The following Wide Area WorkFlow (WAWF) payment instructions supplement DFARS Clause 252.232-7006.

(b) Interim Voucher costs are to be broken down in a clear and logical manner with fully burdened cost information (inclusive of fee). Cost information shall include identification of: 1) all labor categories and individuals utilized during the billing period; 2) number of hours and fully burdened hourly labor rates (including fee) per individual*; 3) material (consumable and non-consumables) description and fully burdened costs, separated by type; 4) fully burdened travel costs itemized by trip, date and individual; 5) other fully burdened direct costs not separately identified; e.g., reproduction, cell phones, equipment rentals, etc.; 6) subcontractor costs itemized with the same level of detail; and 7) average actual hourly labor rates (total actual fully burdened labor cost/total # hrs performed).

*In lieu of providing names of individuals, you may choose to assign an “employee code” to each individual. If the aforementioned methodology is chosen the Contracting Officer may require an employee matrix mapping the employee codes to an individual name.

Attachments created with any Microsoft Office product or Adobe (.pdf files) are to be attached to the invoice in WAWF. The total size limit for files per invoice in WAWF is 5 megabytes. A separate copy of the invoice with back-up documentation shall be emailed to the COR.

(c) Contractors approved by DCAA for direct billing will not process vouchers through DCAA, but will submit directly to DFAS. Vendors MUST still provide a copy of the invoice and any applicable cost back-up documentation supporting payment to the Acceptor/Contracting Officer's Representative (COR) if applicable. Additionally, a copy of the invoice(s) and attachment(s) at time of submission in WAWF shall also be provided to each point of contact identified in section (g) of DFARS clause 252.232-7006 by email. If the invoice and/or receiving report are delivered in the email as an attachment it must be provided as an Adobe (.pdf file), Microsoft Office product or other mutually agreed upon form between the Contracting Officer and vendor.

(d) A separate invoice will be prepared no more frequently than for every two weeks. Do not combine the payment claims for services provided under this contract.

(e) In accordance with DFARS 204.7104-1 Informational subline item numbers (e.g., 000101, 000102, etc) shall not be priced seperately for payment purposes. Therefore, you are reminded to bill at the CLIN level using the applicable ACRN, e.g., AA, AB, AC, etc. DFAS will reject invoices that contain informational subline items.

ENTERPRISE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the NIWC Pacific Pacific via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

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

(5) S, Utilities ONLY;

(6) V, Freight and Shipping ONLY.

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

Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at http://www.ecmra.mil.

For purposes of ECMRA reporting, the Product Service Code applicable to the contract/order is TBD at the task order level.

ELECTRICAL CONNECTORS

Electrical Connectors Compliance

If this contract requires the delivery of any electrical connectors, Product Service Code 5935, the contractor affirms that the connectors are compliant with the following:

a) Buy American Act (41 USC §§ 8301-8305);

b) Specialty Metals Restrictions (10 U.S.C. 2533b, as implemented by Defense Federal Acquisition Regulation Supplement (DFARS) 225.7003-2);

c) Prohibition on acquisition of United States Munitions List items from Communist Chinese military companies (Sections 1211 and 1243 of the National Defense Authorization Acts (NDAA) for Fiscal Years (FY) 2006 (Pub. L. 109-163) and 2012 (Pub. L. 112-81), as implemented by DFARS 225.770-2); and

d) Counterfeit Electronic Part Detection and Avoidance Systems requirements (Section 818(c) of the NDAA for FY 2012 (Pub. L. 112-81), as implemented by DFARS 246.870).

CONTRACTOR PICTURE BADGE

(a) A contractor picture badge may be issued to contractor personnel by the NIWC Pacific Security Office (http://www.public.navy.mil/spawar/Pacific/Pages/VisitorInformation.aspx) upon receipt of a valid visit request from the Contractor and a picture badge request from the COR. A list of personnel requiring picture badges must be provided to the COR to verify that the contract or delivery/task order authorizes performance at NIWC Pacific prior to completion of the picture badge request.

(b) The contractor assumes full responsibility for the proper use of the identification badge and shall be responsible for the return of the badge upon termination of personnel or expiration or completion of the contract.

(c) At the completion of the contract, the contractor shall forward to NIWC Pacific Badge Office, Code 83320 a list of all unreturned badges with a written explanation of any missing badges.

ORGANIZATIONAL CONFLICT OF INTEREST

(a) The Contractor’s attention is directed to FAR Subpart 9.5 relating to Organizational Conflicts of Interest (OCI).

(b) The Contractor represents that it will act in good faith and take reasonable steps to identify and disclose to the Contracting Officer any OCI, which exist or which may arise in the implementation of this contract, as soon as they become known or they should have become known to the Contractor. The Contractor represents that if it discovers an OCI or potential OCI, a prompt and full disclosure shall be made in writing to the Contracting Officer. The disclosure shall include a description of the action the Contractor has taken or proposes to take in order to avoid or mitigate the OCI.

(c) For the purposes of this clause, the term “Contractor” means the Contractor, its subsidiaries and affiliates, joint ventures involving the Contractor, any entity with which the Contractor may hereafter merge or affiliate and any other successor or assignee of the Contractor.

(d) The Contractor agrees to abide by the provisions of FAR 9.505-4 and will implement appropriate procedures for the proper handling and protection of third party proprietary and competition sensitive information to which it may be given access in the implementation of this contract.

(e) By submitting a proposal in response to this solicitation, an offeror is representing that it and its proposed subcontractors are able to perform the work, as described in the Statement of Work, without violating any current contractual restraints regarding conflicts of interest. Current contract restrictions (i.e., FAR 9.507-2) that preclude or bar an offeror from performing work as described in the Statement of Work will render an offeror ineligible for award.

(f) The Contracting Officer has determined that potentially significant OCI may arise due to the nature of the work the Contractor will perform under this contract. The potential OCI may arise out of the following work: providing systems engineering and providing program management support services. Performance of some task/delivery orders under this contract or performance under other contracts may result in potential OCI; and that OCI would preclude the Contractor from being awarded task/delivery orders under this contract and future NAVWAR contracts unless the Contractor submits, and the Contracting Officer approves, an acceptable OCI Mitigation Plan. However, due to the broad scope of the tasking under this contract, it is not possible to sufficiently mitigate potential OCI at the basic contract level. Therefore, in the event potential OCI arise from task/delivery order requirements, the Government intends to implement this clause in the task/delivery order and resolve/mitigate these potential conflicts in accordance with paragraph (g) below.

(g) The request for proposal (RFP) for each task/delivery order will require each offeror for that task/delivery order to assert that the requirement does not result in an OCI or submit an OCI Mitigation Plan with the RFP response. At any point in the ordering process, the Contracting Officer may also identify a potential OCI. If the offeror does not assert that the requirement does not result in an OCI or the Contracting Officer identifies a potential OCI, then an OCI Mitigation Plan must be submitted in accordance with the following:

(1) Government evaluation of OCI Mitigation Plans will not be part of the RFP technical evaluation; however, failure to provide an acceptable mitigation plan shall make the offeror ineligible for award of the task/delivery order. The Government’s determination regarding the adequacy of the mitigation plan or the possibility of mitigation are unilateral decisions made solely at the discretion of the Government and are not subject to the Disputes clause of the contract. This determination may not be appealed.

(2) Before the Government determines to withhold an award based on OCI considerations, the offeror will be notified and allowed reasonable opportunity to respond. The Government may provide feedback and concerns to the OCI Mitigation Plan and request additional information regarding the OCI Mitigation Plan or request changes to the OCI Mitigation Plan. A revised OCI Mitigation Plan may be submitted to address the Government’s concerns.

(3) An OCI Mitigation Plan, if submitted, should address but not be limited to the following information:

· Identification of the organizational conflict(s) of interest;

· How the company plans on identifying additional conflicts of interest and tracking potential conflicts of interest;

· If applicable, how source selection or proprietary information data will be physically or electronically safeguarded (e.g., locked files, safes, etc.);

· How the individuals working on the contract will be segregated from the rest of the work force and whether they will report through a separate chain of command;

· If applicable, data security measures, including whether computer workstations dedicated to the contract will be in separate, secure areas and require unique passwords for access;

· How the company handles improper disclosure of sensitive information and how improper disclosure of sensitive information is communicated to the Contracting Officer;

· How the OCI Mitigation Plan is included and enforced in all subcontracts, teaming agreements, and other agreements calling for performance of work under the contract;

· Training of personnel in their non-disclosure and procurement integrity responsibilities, and the penalties the company may impose if sensitive information is disclosed;

· If applicable, how the company obtains Non-Disclosure Agreements between it and Subcontractors as well as those signed by company employees;

· If applicable, how the company plans on protecting proprietary information of other companies (i.e., Company to Company agreements);

· If restrictions are required to avoid OCI issues, state the period of that restriction.

(4) (4) Provided that an OCI Mitigation Plan is acceptable to the Government, the Contractor’s parent corporation, subsidiaries, or other physically separate profit and loss centers may not be precluded from acting as a prime, Subcontractor or Consultant on future task/delivery orders or NAVWAR contracts. The Government may terminate the contract for default if the Contractor fails to implement and follow the procedures contained in any approved mitigation plan.

(5) If the mitigation plan is approved, the Contractor shall implement the mitigation plan, and the mitigation plan shall be an attachment to the task/delivery order.

(h) If the Contractor was aware of OCI issues prior to an award of an individual task/delivery order or discovered OCI after award of the basic contract and/or task/delivery order, and the contractor fails to disclose them or misrepresents relevant information to the Contracting Officer, the Government may terminate the basic contract and/or the task/delivery order for default, seek to debar the Contractor from Government contracts, or pursue other remedies permitted by law or this contract.

(i) Unless the Contractor includes an acceptable Subcontractor provision in its mitigation plans, the Contractor shall apply this clause to any subcontract or consultant agreement. If Subcontractors or Consultants under this contract submit an OCI Mitigation Plan that is acceptable to the Government, the Subcontractor’s parent corporation, subsidiaries, or other physically separate profit and loss centers may not be precluded from acting as a prime, Subcontractor, or Consultant on future NAVWAR contracts.

EXISTING ORGANIZATIONAL CONFLICT OF INTEREST

(a) Definitions.