Solicitation - N0017325R0004.pdf

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

UNDER DPAS (15 CFR 7900)

RATING PAGE OF PAGES

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

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

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

SOLICITATION

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

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

10. FOR

INFORMATION

CALL:

A. NAME B. TELEPHONE (NO COLLECT CALLS)

AREA CODE NUMBER EXTENSION

C. E-MAIL ADDRESS

11. TABLE OF CONTENTS

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

A B C D E F G H

I

J

K

L

M EVALUATION FACTORS FOR AWARD

INSTRUCTIONS, CONDITIONS, AND NOTICES TO OFFERORS

REPRESENTATIONS, CERTIFICATIONS AND OTHER

STATEMENTS OF OFFERORS

PART IV - REPRESENTATIONS AND INSTRUCTIONS

LIST OF ATTACHMENTS

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

CONTRACT CLAUSESSOLICITATION/CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/COSTS

DESCRIPTION/SPECS./WORK STATEMENT

PACKAGING AND MARKING

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

CONTRACT ADMINISTRATION DATA

SPECIAL CONTRACT REQUIREMENTS

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

OFFER (Must be fully completed by offeror)

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

13. DISCOUNT FOR PROMPT PAYMENT

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

14. ACKNOWLEDGMENT OF AMENDMENTS

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

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

DATEAMENDMENT NO.AMENDMENT NO. DATE

15A. NAME AND

ADDRESS

OF OFFER-

OR

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

(Type or print)

15B. TELEPHONE NUMBER

AREA CODE NUMBER EXTENSION

15C. CHECK IF REMITTANCE ADDRESS IS

DIFFERENT FROM ABOVE - ENTER SUCH

ADDRESS IN SCHEDULE.

17. SIGNATURE 18. OFFER DATE

AWARD (To be completed by Government)

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

22. AUTHORITY FOR USING OTHER THAN FULL OPEN COMPETITION:

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

24. ADMINISTERED BY (If other than Item 7)

26. NAME OF CONTRACTING OFFICER (Type or print)

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

AUTHORIZED FOR LOCAL REPRODUCTION

Previous edition is unusable

23. SUBMIT INVOICES TO ADDRESS SHOWN IN

(4 copies unless otherwise specified)

25. PAYMENT WILL BE MADE BY

27. UNITED STATES OF AMERICA

(Signature of Contracting Officer)

28. AWARD DATE

CODE

ITEM

STANDARD FORM 33 (REV. 6/2014)

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

SEALED BID (IFB)

NEGOTIATED (RFP)

(Hour) (Date)

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

N0017325R0004

Solicitation/Contract Form

Remote Sensing & Modeling

Remote Sensing & Modeling Product Service Code: AC12 Date: 18 Sep 2024

Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

R&D Labor - Base Year. The Contractor shall furnish all labor required to accomplish the Statement of Work.

See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

0001AA

Holding SLIN. The listed Estimated Cost and Fixed Fee indicate the amount remaining for obligation.

Pricing Arrangement: Cost Plus Fixed Fee

20,125 Hours

Other Direct Costs, to include travel and material, in support of CLIN 0001. Non fee bearing. See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

0002AA

Holding SLIN. The listed Estimated Cost indicates the amount remaining for obligation.

Pricing Arrangement: Cost No Fee

1 Lot

Data - NSP. Data for CLINs 0001, 1001, 2001, 3001, 4001.

The Contractor shall furnish all data as required by the Contract Data Requirements List, DD Form 1423 (Exhibit A).

Pricing Arrangement: Cost No Fee

1 Lot

Contractor Acquired Property (CAP) IAW FAR 52.245-1, the Contractor shall deliver all property (including, but not limited to, material, equipment, special tooling, and special test equipment) acquired, fabricated, or otherwise created in support of and using funds obligated under this contract to the Government. Not Separately Priced.

Pricing Arrangement: Firm Fixed Price

1 Lot

Option Line Item

R&D Labor - Option Year 1. The Contractor shall furnish all labor required to accomplish the Statement of Work.

See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

1001AA

Holding SLIN. The listed Estimated Cost and Fixed Fee indicate the amount remaining for obligation. 20,125 Hours

Pricing Arrangement: Cost Plus Fixed Fee

Option Line Item

Other Direct Costs, to include travel and material, in support of CLIN 1001. Non fee bearing. See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

1002AA

Holding SLIN. The listed Estimated Cost indicates the amount remaining for obligation.

Pricing Arrangement: Cost No Fee

1 Lot

Option Line Item

R&D Labor - Option Year 2. The Contractor shall furnish all labor required to accomplish the Statement of Work.

See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

2001AA

Holding SLIN. The listed Estimated Cost and Fixed Fee indicate the amount remaining for obligation.

Pricing Arrangement: Cost Plus Fixed Fee

20,125 Hours

Option Line Item

Other Direct Costs, to include travel and material, in support of CLIN 2001. Non fee bearing. See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

2002AA

Holding SLIN. The listed Estimated Cost indicates the amount remaining for obligation.

Pricing Arrangement: Cost No Fee

1 Lot

Option Line Item

R&D Labor - Option Year 3. The Contractor shall furnish all labor required to accomplish the Statement of Work.

See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

3001AA

Holding SLIN. The listed Estimated Cost and Fixed Fee indicate the amount remaining for obligation.

Pricing Arrangement: Cost Plus Fixed Fee

20,125 Hours

Option Line Item

Other Direct Costs, to include travel and material, in support of CLIN 3001. Non fee bearing. See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

3002AA

Holding SLIN. The listed Estimated Cost indicates the amount remaining for obligation.

Pricing Arrangement: Cost No Fee

1 Lot

Option Line Item

R&D Labor - Option Year 4. The Contractor shall furnish all labor required to accomplish the Statement of Work.

See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

4001AA

Holding SLIN. The listed Estimated Cost and Fixed Fee indicate the amount remaining for obligation.

Pricing Arrangement: Cost Plus Fixed Fee

20,125 Hours

Option Line Item

Other Direct Costs, to include travel and material, in support of CLIN 4001. Non fee bearing. See Note G-4 and Technical Direction Memorandums (TDM) for detailed technical instruction.

Option Line Item

4002AA

Holding SLIN. The listed Estimated Cost indicates the amount remaining for obligation.

Pricing Arrangement: Cost No Fee

1 Lot

Description/Specifications/Statement of Work

C-1 STATEMENT OF WORK

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

Requirements Remote sensing modeling, field and laboratory experiments, sensor calibration, feasibility studies, instrument design, experiments and algorithms, and performing simulations and scientific analyses.

Packaging and Marking

D-1 UNCLASSIFIED PACKAGING AND MARKING

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

D-2 CLASSIFED PACKAGING AND MARKING

Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-Mdated February 28, 2006 and the DD 254 - Contract Security Classification Specification.

D-3 MARKING OF SHIPMENTS AND REPORTS

The Contractor shall mark all shipments under this contract in accordance with the addition of ASTM-D-3951-18"Standard Practice for Commercial Packaging" in effect on the date of the contract. The Contractor shall comply with FED STD 313-F (Symbols for Packages and Containers for Hazardous Industrial Chemical and Materials) to the extent applicable.

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

(1) Name and business address of the Contractor

(2) Contract number

Inspection and Acceptance

E-1 INSPECTION AND ACCEPTANCE

Inspection and acceptance of the final delivery will be accomplished by the Contracting Officer Representative (COR) designated in Section G of this contract. Inspection and acceptance will be performed at the Naval Research Laboratory, Washington DC. Constructive acceptance, in accordance with FAR 32.904, shall be deemed to have occurred on the fourteenth (14th) day after the final delivery.

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.246-9 Inspection of Research and Development (Short Form). Apr 1984

Overall Contract Inspection/Acceptance Locations

0001AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

0002AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

1001AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

1002AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

2001AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173

CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

2002AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

3001AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

3002AA

Inspection and Acceptance Location

Both Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Option Line Item

4001AA

Inspection and Acceptance Location

Both

Destination Instructions: To be performed by COR.

DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Henrique Schmitt, Inspection Email: henrique.r.schmitt.civ@us.navy.mil Telephone: (202)767-2977

Deliveries or Performance

F-1 GOVERNMENT FURNISHED PROPERTY

As applicable, a list of GFP will be incorporated into the contract via attachment, along with the following information:

- The GFP will be provided by (Insert date).

- The Government shall deliver the GFP to the following address: (Insert location)

- Upon completion of the award, the GFP will be returned to (Insert location or TBD, if not known upon issuing the award).

(To be completed when applicable)

Contractor Destination

Line Item Delivery Schedule Quantity Address and POC

0001AA

Period of Performance From 01 Sep 2025 To 31 Aug 2026

20,125 Hours

0002AA

Period of Performance From 01 Sep 2025 To 31 Aug 2026

1 Lot

Period of Performance From 01 Sep 2025 To 31 Aug 2030

1 Lot

Period of Performance From 01 Sep 2025 To 31 Aug 2030

1 Lot

Option Line Item

1001AA

Period of Performance From 01 Sep 2026 To 31 Aug 2027

20,125 Hours

Option Line Item

1002AA

Period of Performance From 01 Sep 2026 To 31 Aug 2027

1 Lot

Option Line Item

2001AA

Period of Performance From 01 Sep 2027 To 31 Aug 2028

20,125 Hours

Option Line Item

2002AA

Period of Performance From 01 Sep 2027

1 Lot

To 31 Aug 2028

Option Line Item

3001AA

Period of Performance From 01 Sep 2028 To 31 Aug 2029

20,125 Hours

Option Line Item

3002AA

Period of Performance From 01 Sep 2028 To 31 Aug 2029

1 Lot

Option Line Item

4001AA

Period of Performance From 01 Sep 2029 To 31 Aug 2030

20,125 Hours

Option Line Item

4002AA

Period of Performance From 01 Sep 2029 To 31 Aug 2030

1 Lot

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.242-15 Stop-Work Order. (Alternate I) Aug 1989 Alternate I Apr 1984 52.247-34 F.o.b. Destination. Nov 1991

Contract Administration Data

G-1 CONTRACTADMINISTRATION

In order to expedite administration of this contract, the following delineation of duties is provided, including the names and contact information, for each individual or office specified. Contact the individual/position designated as having responsibility for any questions, clarifications or information regarding the functions assigned herein.

(a) The Administrative Contracting Officer (ACO), designated in Block 24 on the Standard Form 33, will expedite administration of the contract and direct inquiries to the appropriate off ice listed below: None

(b) The Contract Administration Office (CAO) designated in Block 24 on the Standard Form 33 is responsible for all matters specified in FAR 42.302(a) and DFARS242.302(a), except in those areas otherwise designated herein.

Contract Specialist

Graham Irby, Code 1330, graham.d.irby.civ@us.navy.mil, (202) 923-1399

Contracting Officer

Richard Waterstreet, Code 1330, richard.j.waterstreet2.civ@us.navy.mil, (202) 781-2891

NRL

Competition Advocate

NRLContracts@nrl.navy.mil

Security Matters

Contracting Officer Representative for Security, Code 1226, (202) 767-2240, DSN 297-2240, email security-group@nrl.navy. mil.

Safety Matters

Head Safety Branch, Code 3540, (202)767-2232, safety@nrl.navy.mil

Intellectual Property Matters

All subject inventions must be properly reported through the iEdison system at https://www.nist.gov/iedison as described in the award terms. For questions, please contact Associate Counsel (Intellectual Property), Code 1008.2, (202) 404-1558, or email patents@nrl.

navy.mil.

Release of Data

Public Affairs Officer, Code 1030, (202) 767-2541, DSN 297-2541, email nrl1030@ccs.nrl.navy.mil. For FOIA information, see https://www.nrl.navy.mil/Contact-Us/FOIA/FOIA-Request

(c) Inquiries regarding payment should be referred to DFAS at https://www.dfas.mil/contractorsvendors/.

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

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

CONTRACTINGOFFICER'S REPRESENATIVE (COR) -- FUNCTIONS AND LIMITATIONS

(a) * is hereby designated as the COR. Unless terminated sooner, this appointment is effective for the period ofTo be updated upon award performance of this contract including any options, if exercised. COR authority may not bere-delegated. No change in COR assignment shall be made without written notice by the Contracting Officer, who will modify the contract to reflect the change of COR assignment. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the contractor via contract modification.

(b) The responsibilities and limitations of the COR are as follows:

(1) Providing technical direction and guidance as necessary with respect to the performance of work under this contract. Technical direction and guidance may be used to provide technical advice/recommendations/clarifications on the statement of work/specifications. It MAY NOT be used to tell the contractor how to perform the work.

(2) Submitting interim and final Contractor Performance Assessment Reports (CPARS) at www.cpars.csd.disa.mil/cparsmain.htm.

(3) Quality assurance of services performed or deliveries made.

(4) Inspection and acceptance of services or deliverables.

(5) Ensuring that Government-Furnished Property, to include any contractor use of on-site equipment and/or IT resources is adequately monitored and accounted for.

(6) Security requirements on Government installation, such as the request and retrieval of personnel security badges and vehicle passes.

(7) Monitoring contractor's performance and promptly report problems and recommendations for corrective action to the PCO.

(8) Annually, furnish a written report on performance of the contractor to the PCO. And, if deemed necessary, attending a follow-up meeting to discuss.

(9) Attend post award conference, if conducted.

(10) Ensuring a copy of all Government technical correspondence, to include Technical Direction Memorandums/Guidance, is forwarded to the PCO for placement in the contract file.

(11) Monitoring of funds expended.

(12) Ensuring that the Contractor does not exceed the defined statement of work set forth in the contract.

(c) Limitations: The COR is not authorized to take any action, either directly or indirectly, that could result in a change in the cost/price, quantity, quality, place of performance, delivery schedule, or any other terms or conditions of the contract. If, as a result of technical discussions, it is desirable to alter contract obligations or the statement of work/specifications, a modification must be issued in writing and signed by the Contracting Officer in order to effect such changes. No such changes shall be made without the express written prior authorization/direction of the Contracting Officer.

G-3 PAYMENT INSTRUCTIONS/ADMINISTRATION OF PRICED SLINs It is anticipated that the research and development services performed under this contract will be paid for from multiple sources of funds. Priced subline items will be established as necessary to identify each accounting citation classification.

The contractor shall coordinate with the COR to ensure invoices are submitted to the proper Priced SLIN for the work performed and being invoiced for. An unpriced informational CLIN was established, which indicates the remaining ceiling available, for that CLIN to support this effort for each base and option period, as applicable. Priced SLINs will be added to the appropriate informational CLIN as funding is obligated on contract, corresponding to a specific source of funds and ACRN. As a priced SLIN is added to the informational CLIN with funding, the corresponding information CLIN remaining ceiling note will be reduced by the same amount of the added priced SLIN. The note under the informational CLIN will always reflect the amount left to fund on contract. The aggregate of the priced SLINs will reflect the total funded amount on contract. The informational CLIN and priced SLINs, when added together, will NOT exceed the total negotiated cost- plus-fixed-fee originally awarded, unless subsequently modified.

G-4 TECHNICAL DIRECTION MEMORANDUM (TDM)

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

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

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

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

(1) Assign additional work under the contract:

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

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

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

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

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

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

(1) Date of TDM,

(2) Contract Number,

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

(4) The specific technical direction or clarification,

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

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

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

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

(9) The signature of the COR

(f) CORs shall provide a copy of each TDM with the necessary increment of funds to the Contracting Officer for retention in the official contract file.

CORs shall retain all files containing TDMs for a period of two (2) years after the final contract completion date.

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

G-5 INFORMATION AND COMMUNICATION TECHNOLOGY (ICT)

In accordance with Section 508 of the Rehabilitation Act of 1973 (29USC 794d), all ICT supplies and services provided under this contract must comply with the applicable accessibility standards issued by the Architectural and Transportation Barriers Compliance Board at 36 CFR part 1194 (see FAR Subpart 39.2). Information and Communication Technology (ICT) is defined at FAR2.101.

G-6 IDENTIFICATION OF AWARDEE PERSONNEL ON-SITE AT NRL

Pursuant to DFARS 211.106, Awardee employees shall identify themselves as contractor personnel by introducing themselves or being introduced as non-governmental personnel and displaying distinguishing badges or other visible identification for meetings with Government personnel. In addition, contractor personnel shall appropriately identify themselves as contractor employees in telephone conversations and in formal and informal written correspondence.

DFARS Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

252.201-7000 Contracting Officer's Representative. Dec 1991 252.204-7002 Payment for Contract Line or Subline Items Not Separately Priced. Apr 2020 252.204-7006 Billing Instructions-Cost Vouchers May 2023 252.231-7000 Supplemental Cost Principles Dec 1991 252.232-7003 Electronic Submission of Payment Requests and Receiving Reports. Dec 2018

DFARS Clauses Incorporated by Full Text

252.232-7006 Wide Area WorkFlow Payment Instructions. (Jan 2023)

As prescribed in 232.7004(b), use the following clause:

WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (JAN 2023)

(a) As used in this clause- Definitions.

"Department of Defense Activity Address Code (DoDAAC)" is a six position code that uniquely identifies a unit, activity, or organization.

"Document type" means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

"Local processing office (LPO)" is the office responsible for payment certification when payment certification is done external to the entitlement system.

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

(b) The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as Electronic invoicing.

authorized by Defense Federal Acquisition Regulation Supplement (DFARS) 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) To access WAWF, the Contractor shall- WAWF access.

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.sam.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this web site.

(d) The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice WAWF training.

Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the "Web Based Training" link on the WAWF home page at https://wawf.eb.mil/

(e) Document submissions may be via web entry, Electronic Data Interchange, or File Transfer WAWF methods of document submission.

Protocol.

(f) The Contractor shall use the following information when submitting payment requests and receiving reports WAWF payment instructions.

in WAWF for this contract or task or delivery order:

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

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

(ii) For fixed price line items-

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

(Contracting Officer: Insert applicable invoice and receiving report document type(s) for fixed price line items that require shipment of a deliverable.)

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

Invoice 2in1

(Contracting Officer: Insert either "Invoice 2in1" or the applicable invoice and receiving report document type(s) for fixed price line items for services.)

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

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

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

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

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

(3) The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in Document routing.

WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWF

Pay Official DoDAAC ____

Issue By DoDAAC N00173

Admin DoDAAC ____

Inspect By DoDAAC N00173

Ship To Code N00173

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) N00173

Service Acceptor (DoDAAC) N00173

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC ____

Other DoDAAC(s) ____

(*Contracting Officer: Insert applicable DoDAAC information. If multiple ship to/acceptance locations apply, insert "See Schedule" or "Not applicable.")

(**Contracting Officer: If the contract provides for progress payments or performance-based payments, insert the DoDAAC for the contract administration office assigned the functions under FAR 42.302(a)(13).)

(4) The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in Payment request.

accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

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

(g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

donna.m.dargan.civ@us.navy.mil

(Contracting Officer: Insert applicable information or "Not applicable.")

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

(End of clause)

Special Contract Requirements

H-1 TYPE OF CONTRACT

The Government intends to award a cost-plus-fixed-fee (CPFF) Term, and cost contract. This procurement is being solicitated as a 100% small business set-aside.

H-2 GOVERNMENT PROPERTY

(a) Government-Furnished Equipment. Government-furnished equipment, data, or services shall be identified in contract award.

(b) Contractor Acquired Property. In the event the contractor is required to purchase property in the performance of this contract, compliance with the procedures of FAR Part 45.402, Government Property, is required.

(c) Disposition of Government Property. Thirty (30) days prior to the end of the contract award period of performance, or upon termination of the contract award, the contractor shall furnish to the COR a complete inventory of all Government Property in his possession under the contract award that has not been tested to destruction, completely expended in performance, or incorporated and made a part of a deliverable end item. The COR will furnish disposition instructions on all listed property which was furnished or purchased under the contract award.

H-3 KEY PERSONNEL REQUIREMENTS

(A) Certain skilled experienced professional and/or technical personnel are essential for successful Contractor accomplishment of the work to be performed under this contract. These are defined as "Key Personnel "as identified in Attachment 1 to this contract and are those persons whose resumes were submitted for evaluation with the Contractor s proposal. The Contractor agrees that such personnel shall not be removed from the contract work or replaced without compliance with paragraphs (b) and (c) hereof.

(B) If one or more of the key personnel for whatever reason becomes, or is expected to become, unavailable for work under this contract for a continuous period exceeding thirty (30) workdays, or is expected to devote substantially less effort to the work than indicated in the proposal or initially anticipated, the Contractor shall immediately notify the Contracting Officer and shall, subject to the concurrence of the Contracting Officer or his authorized representative, promptly replace such personnel with personnel of at least substantially equal ability and qualifications.

(C) All requests for approval of substitutions hereunder 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, and any other information requested by the Contracting Officer or needed by him to approve or disapprove the proposed substitution. 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) 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 services ordered, the contract may be terminated by the Contracting Officer for default or for the convenience of the Government, as appropriate, or, at the discretion of the Contracting Officer if he finds the Contractor at fault for the condition, the contract price or fixed fee may be equitably adjusted downward to compensate the Government for any resultant delay, loss, or damage.

(E) The following individuals are identified as key personnel:

Key Personnel Labor Categories Key Person Research Scientist III

Research Scientist IV

Scientific Programmer

IT Professional

H-4 REPORT PREPARATION

Scientific or technical reports prepared by the Contractor and deliverable under the terms of this contract will be prepared in accordance with format requirements contained in ANSI/NISOZ39.18-2005, Scientific and Technical Reports: Elements, Organization, and Design.

[NOTE: All NISO American National Standards are available as free, downloadable pdf(s) at http://www.niso.org/standards/index.html. NISO standards can also be purchased in hardcopy form from NISO Press Fulfillment, P. O. Box 451, Annapolis Junction, MD 20701-0451USA. Telephone U.S. and Canada: (877) 736-6476; Outside the U.S. and Canada:301-362-6904 fax: 301-206-9789.]

H-5 ORGANIZATIONAL CONFLICTS OF INTEREST

(a) Definitions.

The term "contractor" includes the Contractor and its employees, affiliates, marketing consultants (if any), consultants, and subcontractors at all tiers.

"Organizational Conflict of Interest" ("OCI") means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. FAR 2.101. An OCI may result when (1)activities or relationships create an actual or potential conflict of interest related to the performance of the Statement of Work (SOW) of this Contract; or,(2) when the nature of the SOW on this Contract creates an actual or potential conflict of interest with respect to the Contractor in relation to a future acquisition.

"Marketing consultant," means any independent contractor who furnishes advice, information, direction, or assistance to an offeror or any other contractor in support of the preparation or submission of an offer for a Government contract by that offeror. An independent contractor is not a marketing consultant when rendering-- (1) Services excluded in FAR Subpart 37.2; (2) Routine engineering and technical services (such as installation, operation, or maintenance of systems, equipment, software, components, or facilities); (3) Routine legal, actuarial, auditing, and accounting services; and (4) Training services.

(b) In accordance with the guidance in FAR Subpart 9.5, the Contracting Officer has determined that potentially significant organizational conflicts of interest(OCIs) could result if the Contractor is allowed to participate (at any level)in future Federal Government acquisitions that include requirements that may be established or affected by the performance of the Statement of Work (SOW) by the Contractor under this Contract.

(c) It is understood and agreed that the Contractor may be ineligible (unless expressly exempted as provided in FAR Part 9.5) to act as a prime contractor, subcontractor, or consultant or subcontractor to any prime contractor or subcontractor at any tier, for any future requirements (for services, systems, or components of systems) procured by any Federal Government activity where the Contractor, in performance of the SOW under this Contract, has provided or is providing support (as described in FAR 9.505-1 through 9.505-4) that establishes or affects future requirements or may affect the future competition.

(d) The Contracting Officer responsible for securing future requirements, in his/her sole discretion, may make a determination to exempt the Contractor from ineligibility as described in subparagraph (c) above provided the Contractor submits an acceptable mitigation plan.

(1) Items for consideration in a mitigation plan include the following: identification of the organizational conflict(s) of interest; a reporting and tracking system; an organizational conflict of interest compliance/enforcement plan, to include employee training and sanctions, in the event of unauthorized disclosure of sensitive information; a plan for organizational segregation (e.g., separate reporting chains); data security measures; and, non-disclosure agreements.

(2) The Government's determination regarding the adequacy of the mitigation plan or the possibility of mitigation is a unilateral decision made solely at the discretion of the Government and is not subject to the Disputes clause of the contract. The Government may terminate the contract for default if the Contractor fails to implement and follow the procedures contained in any approved mitigation plan.

(3) Nothing contained herein shall preclude the contracting officer in future Federal Government acquisitions from making his/her own determination as to whether an OCI exists and whether any such OCI has been successfully mitigated.

(e) The Contractor shall apply this clause to any subcontractors or consultants who: have access to proprietary information received or generated in the performance of this Contract; and/or, who participate in the development of data, or participate in any other activity related to this Contract which is subject to the terms of this clause at the prime contractor level.

(f) The Contactor agrees that it and its subcontractors at all levels shall use reasonable diligence in protecting proprietary data/information that is received or generated in performance of this Contract in accordance with this clause and any other clause of this Contract pertaining to the nondisclosure of information. The Contractor further agrees that neither it nor its subcontractors will willfully disclose proprietary data/information that is received or generated in the performance of this Contract without the prior permission of the Contracting Officer, and that proprietary information shall not be duplicated, used or disclosed, in whole or part, for any purpose other than to accomplish the work required by the Contract.

(g) The Contractor and its Subcontractors at all levels shall inform their employees that they are required to comply with the applicable requirements and restrictions contained in: restrictive markings applicable to data/information that they receive or generate in the performance of this Contract;

FAR Subpart9.5 pertaining to actual or potential OCIs; FAR 3.104 pertaining to requirements and restrictions under the Procurement Integrity Act;

and, Defense FAR Supplement (DFARS) 252.204-7000 pertaining to "Disclosure of Information."

(h) The Contractor agrees to enter into written agreements with all companies whose proprietary data it shall have access to and to protect such data from unauthorized use or disclosure as long as it remains proprietary. The Contractor shall furnish to the Contracting Officer copies of these written agreements. The Contractor agrees to protect the proprietary data and rights of other organizations disclosed to the Contractor during performance of this Contract with the same caution that a reasonably prudent Contractor would use to safeguard its own highly valuable property. The Contractor agrees to refrain from using proprietary information for any purpose other than that for which it was furnished.

(i) The Contractor shall not distribute reports, data or information of any nature received or arising from its performance under this Contract, except as provided by this Contract or as may be directed by the Contracting Officer.

(j) The Contractor agrees that if in the performance of this Contract it discovers a potential OCI, a prompt and full disclosure shall be made in writing to the Contracting Officer. This disclosure shall include a description of the actions the Contractor has taken, or proposes to take, to avoid or mitigate such conflicts.

H-6 SPECIAL CONTRACT REQUIREMENT REGARDING NON-DISCLOSURE OF INFORMATION

Data includes all data, information and software, regardless of the medium (e.g. electronic or paper) and/or format in which the data exists, and includes data which is derived from, based on, incorporates, includes or refers to such data. In the course of performing this Contract, the Contractor may be or may have been given access to: Source Selection Information [as defined in Federal Acquisition Regulation (FAR) 3.104]; data that has been assigned (or data that is generated by the Contractor that should be assigned) a contractually required or other Government distribution control (such as a Distribution Statement prescribed in DoD Directive 5230.24); and/or data that has been given a restrictive legend by the source of the data such as "business sensitive," "proprietary," "confidential," or word(s) with similar meaning that impose limits on the use and distribution of the data (see for example FAR 52.215-1(e)). All such data with limitations on use and distribution are collectively referred to herein as "protected data."

This Special Contract Requirement supplements and implements Defense FAR Supplement (DFARS) 252.204-7000, "DISCLOSURE OFINFORMATION." As a condition to receiving access to protected data, the Contractor shall: (1) prior to having access to protected data, obtain the agreement of the source of the protected data to permit access by the Contractor to such protected data; (2)use the protected data solely for the purpose of performing duties under this Contract unless otherwise permitted by the source of the protected data; (3)not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof, to any employee of the Contractor unless and until such employee has been informed of the restrictions on use and distribution of the protected data and agreed in writing to conform with the applicable restrictions; (4) not disclose, release, reproduce or otherwise provide or make available the protected data, or any portion thereof, to any non-Government person or entity (including, but not limited to, affiliates, subcontractors, successors and assignees of the Contractor), unless the Contracting Officer and the source of the protected data have given prior written approval (which shall be conditioned upon the person receiving the protected data having been informed of the restrictions on use and distribution of the protected data and having agreed in writing to conform with the applicable restrictions; (5) establish and execute safeguards to prevent the unauthorized use or distribution of protected data.

Any unauthorized use, disclosure or release of protected data may result in substantial criminal, civil and/or administrative penalties to the Contractor or to the individual who violates a restriction on use or distribution of protected data. Any agreement with another company regarding access to that company's protected data shall not create any limitation on the Government or its employees with regard to such data. A copy of each executed company and individual non-disclosure agreement relating to this Contract shall be provided to the Contracting Officer's Representative (COR).

Appropriate restrictive legends will be included by the Contractor on any copies and reproductions made of all or any part of the protected data and any data that is derived from, based upon, incorporates, includes or refers to the protected data. When the Contractor's need for such protected data ends, the protected data shall be returned promptly to the source of the protected data with notice to the COR. However, the obligation not to use, disclose, release, reproduce or otherwise provide or make available such protected data, or any portion thereof, shall continue, even after completion of the Contract, for so long as required by the terms of any agreement pertaining to the protected data between the Contractor and the source of the protected data, or (in the case of Government information) for so long as required by applicable law and regulation. Any actual or suspected unauthorized use, disclosure, release, or reproduction of protected data or violation of this agreement, of which the company or any employee is or may become aware, shall be reported promptly (within one business day after discovery and confirmation) to the Contracting Officer's Representative

(COR).

H-7 LEVEL OF EFFORT

(a) The Contractor agrees to provide the total level of effort specified in the next sentence for performance of the work described in this contract. The level of effort for performance of this contract shall not exceed total hours for the entire contract, 100,625 including subcontractor direct labor for those subcontractors specifically identified in the Contractor's proposal as having hours included in the proposed level of effort. A breakdown of labor hours is set forth in paragraph (k) below.

(b) It is understood and agreed that the rate of hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total hours of effort prior to the expiration of the term of the contract.

(c) The Contractor is required to notify the Contracting Officer when any of the following situations occur, or are anticipated to occur: If during any three consecutive months the monthly average is exceeded by 25% or, if at any time it is forecast that during the last three months of the contract less than 50% of the monthly average will be used during any given month; or, when 85% of the total level of effort has been expended.

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

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

(f) If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the term of this contract, the…