Solicitation - N0017325R0007.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

N0017325R0007

Solicitation/Contract Form

Focused Radio Frequency Optimized Signal Transference (FROST)

Focused Radio Frequency Optimized Signal Transference (FROST) Product Service Code: AC12

Supplies or Services & Prices or Costs

Additional Information/Notes

CONTRACTMINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $1,000,000.00 1.00 $244,000,000.00

DELIVERY/TASKORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery/Task Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery/Task Order issued shall not exceed the maximum quantity and order value stated in the following table.

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $10,000.00 1.00 $244,000,000.00

CLINDELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND CLIN ORDER VALUE

The minimum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for the given Delivery/Task Order issued for this CLIN shall not exceed the maximum quantity and order value stated in the following table.

CLIN

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

SECTION B NOTES

B-1 PAYMENTS OF FEE(S) (LEVEL OF EFFORT)

(a) For purposes of this contract, "fee" means "target fee" in cost-plus-incentive-fee type contracts, "base fee" in cost-plus-award-fee type contracts, or "fixed fee" in cost-plus-fixed-fee type contracts.

(b) The Government shall make payments to the Contractor, subject to and per the clause in this contract entitled "Fixed Fee" (FAR 52.216-8) or "Incentive Fee",(FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "Allowable Cost and Payment" (FAR52.216-7), subject to the withholding terms and conditions of the "Fixed Fee" or "Incentive Fee" clause, as applicable. Fee paid per hours hall be based on total fee dollars divided by total hours to be provided. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

B-2 CONTRACT TYPE

This is a cost-plus-fixed-fee (CPFF), indefinite-delivery, indefinite-quantity contract vehicle. The contract will contain provisions for Task Orders (TOs) to be awarded on a CPFF basis. The contract shall have an ordering period from date of contract award through sixty (60) months thereafter.

B-3 FIXED FEE

The fee percentage of __ (Offeror to fill in their proposed fee percentage) is fixed for all Task Orders issued against this IDIQ. Fixed fee is to be proposed and awarded on R&D labor CLINs only.

Allowed Per Order Minimum: 10,000.00 Dollars, U.S.

Maximum: 244,000,000.00 Dollars, U.S.

Contractor Minimum/Maximum to Deliver Maximum: 244,000,000.00 Dollars, U.S.

Government Minimum/Maximum to Order Minimum: 10,000.00 Dollars, U.S.

Item Supplies/Service Estimated Quantity

Unit Unit Price Amount

Labor - FROST R&D Services in support of executing FROST Statement of Work (SOW). The contractor shall furnish all labor required to accomplish DO/TOs issued pursuant to the requirements contained in the Statement of Work (SOW).

Pricing Arrangement: Cost Plus Fixed Fee

1 Lot

ODC's including Material and Travel in support of CLIN 0001. The contractor shall furnish necessary ODCs including travel and materials /equipment required to accomplish DO/TOs issued pursuant to the requirements contained in the Statement of Work (SOW).

Pricing Arrangement: Cost No Fee

1 Lot

Contractor Acquired Property (CAP). 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. NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

Pricing Arrangement: Cost No Fee

1 Lot

Data in accordance with Exhibit A (DD Form 1423 - CDRLs). The Contractor shall furnish all data as required by the Contract Data Requirements List, DD Form 1423, which is hereby incorporated as Exhibit A.

Pricing Arrangement: Cost No Fee

1 Lot

Description/Specifications/Statement of Work

STATEMENT OF WORK

The statement of work is provided as Attachment 1.

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

Requirements This requirement is for the execution of specific Radio Frequency (RF) engineering, analytical, and technical efforts to support evolving aerospace technology where the results of such efforts will ultimately support the Navys mission. This acquisition is focused on space to ground research for transmitting energy across the RF spectrum to various objects in space. This energy will be processed by the object and the results of that processing will be collected for analysis by other antennas at various locations around the world for analysis.

Research and Development will also include integration and upgrade activities with already established systems at remote locations.

Packaging and Marking

SECTION D NOTES

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

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 its Change 2 (dated May 18, 2016) and Attachment #6 - DD 254 - Contract Security Classification Specification.

D-3 MARKING OFSHIPMENTS 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 (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

(3) Task order number

*To be completed at the Task Order level, when applicable.

Inspection and Acceptance

INSPECTION AND ACCEPTANCE NOTE

E-1 - Inspection and acceptance will be accomplished by the COR designated at the TO level. Inspection and acceptance will be performed at the location stated in the TO.

Constructive acceptance, in accordance with FAR 32.904, shall be deemed to have occurred on the 7th day after the final delivery.

INSPECTIONAND ACCEPTANCE TERMS

CLAUSES INCORPORATED BY REFERENCE

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-9 Inspection Of Research And Development (Short Form) APR 1984

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.246-6 Inspection-Time-and-Material and Labor-Hour. May 2001 52.246-9 Inspection of Research and Development (Short Form). Apr 1984 52.246-16 Responsibility for Supplies. Apr 1984

DFARS Clauses Incorporated by Full Text

252.229-7003 Tax Exemptions (Italy). (Mar 2012)

As prescribed in 229.402-70(c)(1), use the following clause:

TAX EXEMPTIONS ( ITALY ) (MAR 2012)

(a) As the Contractor represented in its offer, the contract price, including the prices in subcontracts awarded under this contract, does not include taxes from which the United States Government is exempt.

(b) The United States Government is exempt from payment of ( ) tax in accordance with Article 72 of the Imposta Valore Aggiunto IVA IVA implementing decree on all supplies and services sold to United States Military Commands in Italy .

(1) The Contractor shall include the following information on invoices submitted to the United States Government:

( ) The contract number.i

(ii) The tax exemption claimed pursuant to Article 72 of Decree Law 633, dated October 26, 1972 . IVA

(iii) The following fiscal code(s): [Contracting Officer must insert the applicable fiscal code(s) for military activities within Italy :

80028250241 for Army, 80156020630 for Navy, or 91000190933 for Air Force].

(2)( ) Upon receipt of the invoice, the paying office will include the following certification on one copy of the invoice:i

"I certify that this invoice is true and correct and reflects expenditures made in Italy for the Common Defense by the United States Government pursuant to international agreements. The amount to be paid does not include the tax, because this transaction is IVA not subject to the tax in accordance with Article 72 of Decree Law 633, dated October 26, 1972 ."

An authorized United States Government official will sign the copy of the invoice containing this certification.

(ii) The paying office will return the certified copy together with payment to the Contractor. The payment will not include the amount of the tax.IVA

(iii) The Contractor shall retain the certified copy to substantiate non-payment of the tax. IVA

(3) The Contractor may address questions regarding the tax to the Ministry of Finance, Office, Rome (06) 520741. IVA IVA

(c) In addition to the tax, purchases by the United States Forces in Italy are exempt from the following taxes: IVA

(1) (Production Tax for Petroleum Products). Imposta di Fabbricazione

(2) (Consumption Tax for Electrical Power). Imposta di Consumo

(3) (Customs Duties). Dazi Doganali

(4) e Merci per Via e per Via (Port Fees). Tassa di Sbarco d'Imbarco sulle Transportate Aerea Maritima

(5) de (Vehicle Circulation Tax). Tassa Circolazione sui Veicoli

(6) (Registration Tax). Imposta di Registro

(7) (Stamp Tax). Imposta di Bollo

(End of clause)

Deliveries or Performance

F-1 GOVERNMENT FURNISHED PROPERTY

As applicable, a list of GFP will be incorporated into the task order(s) 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 at the Task Order level, when applicable)

F-2 SHIP TO INFORMATION

All deliverables required under each Task Order shall be shipped to the address specified in Section F of the requisite Task Order.

Task Orders will delineate the following:

All shipments delivered by the Contractor to the Government under this Task Order shall include the following

"Attention To" on the shipping label: *

Contracting Officer's Representative:*

Contract Number:*

Task Order Number:

Building:*

Code:*

Address:*

(*To be completed at Task Order, when Applicable)

F-3 ORDERING PERIOD

This is an IDIQ Type Contract with a five year ordering period for each CLIN from the effective date of the contract. Each task order shall specify a specific period of performance specific to the required tasking.

F-4 PLACE OF PERFORMANCE

The principal place of performance of this contract shall be Naval Research Laboratory, 4555 Overlook Ave SW, Washington, D.C. 20375.

CLAUSES INCORPORATED BY REFERENCE

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

Government Destination

Line Item Delivery Schedule Estimated Quantity

Address and POC Special Handling/Notes

Period of Performance From 01 Jul 2025 To 30 Jun 2030

1 Lot

Delivery Period From 01 Jul 2025 to 30 Jun 2030

1 Lot Place of Performance DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON

DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Pauletta Morrast, Inspection and Acceptance Email: Pauletta.l.morrast.civ@us.navy.mil Telephone: 703-551-1969

FoB Details Contractor Destination

Delivery Period From 01 Jul 2025 to 30 Jun 2030

1 Lot Place of Performance DoDAAC: N00173 CountryCode: USA

NAVAL RESEARCH LABORATORY

4555 OVERLOOK AVE SW, WASHINGTON

DC 20375-5328

WASHINGTON, DC 20375-5328

UNITED STATES

Pauletta Morrast, CAP Email: pauletta.l.morrast.civ@us.navy.mil Telephone: 703-551-1969

FoB Details Contractor Destination

Period of Performance From 01 Jul 2025 To 30 Jun 2030

1 Lot

Contract Administration Data

G1 - ADMINISTRATION INFORMATION

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.

The Contract Administration Office (CAO) designated in Block 24 on the Standard Form 33 is responsible for all matters specified in FAR 42.302(a) and DFARS 242.302(a), except in those areas otherwise designated herein.

Contract Specialist Richard Waterstreet, Code 1330, Email Address: Richard.j.waterstreet2.civ@us.navy.mil

NRL Competition Advocate

To be provided at award

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; 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/foia/.

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

*To be filled in at time of contract award.

G2 - PAYMENT INSTRUCTIONS FOR MULTIPLEACCOUNTING CLASSIFICATION CITATIONS (COST-REIMBURSEMENT)

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 against the proper Priced SLIN for the work performed and being invoiced for.

An informational CLIN was established, which will have a priced AA SLIN 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 Priced AA SLIN's remaining ceiling note will be reduced by the same amount of the added priced SLIN. The note under the Priced AA SLIN 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.

G3 - REPORTING REQUIREMENTS AT THE CONTRACTLEVEL

(a) The Contractor shall submit required reports to the Contracting Officer's Representative (COR)electronically. Report formats, instructions and submittal dates can be found in Exhibit A, DD-1423, Contract Data Requirements List.

(b) From time to time, the Government may require brief, informal, special reports or information associated with the overall administration at the contract level. The NRL Procuring Contracting Officer shall notify the Contractor's representative of the specific reporting requirements and establish a mutually acceptable response time and format.

(c) The Contractor shall report actual subcontracting information on Individual Subcontract Reports(ISRs) submitted through eSRS in accordance with the small business subcontracting plans.

G-4 TECHNICALDIRECTION MEMORANDUM (TDM)

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

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;

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 submits it electronically 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) Each TDM is included in the contract file and maintained for 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 ORDERING PROCEDURES

The following procedure shall be followed when placing task orders under this contract:

(a) Only properly appointed Contracting Officers employed at the Naval Research Laboratory (NRL) shall issue task orders under this contract.

(b) A DD Form 1155 will be issued for each task order. The DD Form 1155, "Order for Supplies or Services," shall constitute the instrument for the placement of requirements under this contract.

(c) Task orders under this contract will be issued on a cost-plus-fixed-fee basis and may be either completion or term form (see FAR 16.306). Each task order shall be subject to either FAR 52.232-20 Limitation of Cost or FAR 52.232-22 Limitation of Funds, as appropriate. Each term form task order is subject to the terms and conditions of the clause in Section H entitled, "H-2 Level of Effort".

(d) Prior to the issuance of a task order, the contractor will be provided with the statement of work and other submission instructions and shall promptly submit a cost proposal and other requested information for performing the work.

(e)Task orders issued may include, but not be limited to, the following information:

(1) Date of Order

(2) Contract Number and Task Order Number

(3) Accounting and Appropriation Data

(4) Description of the Work to be Performed

(5) Level of Effort (if applicable)

(6) DD Form 1423 (Contract Data Requirements List)

(7) Place of Performance

(8) Period of Performance

(9) Estimated Cost Plus Fixed Fee

(10) DD Form 254 (Contract Security Classification Specifications)

(11) List of Government furnished material and the estimated value thereof for each order.

G-6 CONTRACTING OFFICER'S REPRESENATIVE(COR) -- FUNCTIONS AND LIMITATIONS

(a) *, * is hereby designated as the Contracting Officer's Representative (COR). Unless terminated sooner, this appointment is effective for the 5-year ordering period. COR authority may not be re-delegated. No change in COR assignment shall be made without written notice by the Contracting Officer, who will modify the contract to reflect the change of COR assignment. The Contracting Officer may designate assistant or alternate COR(s) to act for the COR by naming such assistant/alternate(s) in writing and transmitting a copy of such designation to the Contractor via contract modification. Each Task Orders issued under this IDIQ will have a designed COR.

(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 inwriting and signed by the Contracting Officer in order to effect such changes. No such changes shall be made without the express written prior authorization/direction of the Contracting Officer.

(*To be filled in at time of award and with each Task Order award)

G-7 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-8 IDENTIFICATION OF AWARDEE PERSONNEL ON-SITE AT NRL

identification for meetings with Government personnel. In addition, Awardee personnel shall appropriately identify themselves as Awardee employees in telephone conversations and in formal and informal written correspondence.

Pursuant to DFARS 211.106, Awardee employees shall identify themselves as Awardee personnel by introducing themselves or being introduced as non-governmental personnel and displaying distinguishing badges or other visible

FAR Clauses Incorporated by Reference

Number Title Effective Date

Alternate/ Deviation

Variation Effective Date

52.213-2 Invoices. Apr 1984

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 252.232-7008 Assignment of Claims (Overseas). Jun 1997

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.

Cost Voucher

(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 TBD

Issue By DoDAAC N00173

Admin DoDAAC N00173

Inspect By DoDAAC N00173

Ship To Code N00173

Ship From Code ____

Mark For Code ____

Service Approver (DoDAAC) ____

Service Acceptor (DoDAAC) ____

Accept at Other DoDAAC ____

LPO DoDAAC ____

DCAA Auditor DoDAAC TBD

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.

(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 KEY PERSONNEL

(a) The Contractor agrees to assign to the contract tasks those persons whose resumes were submitted with its proposal and who are necessary to fulfill the requirements of the contract as "key personnel". No substitutions may be made except in accordance with this clause.

(b) The Contractor understands that during the first ninety (90) days of the contract performance period, no personnel substitutions will be permitted unless these substitutions are unavoidable because of the incumbent's sudden illness, death or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information described in paragraph (c) below. After the initial ninety (90) day period the Contractor must submit to the Contracting Officer all proposed substitutions, in writing, at least thirty (30) days in advance (sixty (60) days if security clearance must be obtained) of any proposed substitution and provide the information required by paragraph (c)below.

(c) Any request for substitution must include a detailed explanation of the circumstances necessitating the proposed substitution, a resume for the proposed substitute, and any other information requested by the Contracting Officer. Any proposed substitute must have qualifications equal to or superior to the qualifications of the incumbent. The Contracting Officer or his/her authorized representative will evaluate such requests and promptly notify the Contractor of his/her approval or disapproval thereof.

(d) In the event that any of the identified key personnel cease to perform under the contract and the substitute is disapproved, the contract may be immediately terminated in accordance with the Termination clause of the contract.

(e) The following individuals are identified as key personnel in the base award:

Key Personnel Labor Categories Key Person

Sr. Systems Engineer (2)

Sr. Electrical Engineer (1)

Sr. Project Specialist (1)

(f) Key personnel may be additionally defined at the task order level, which will supersede this list, as applicable.

H-2 LEVEL OF EFFORT

(a)In the performance of each term form TO issued under this contract, the Contractor agrees to provide the level of effort specified in the TO and in accordance with this provision.

(b) It is understood and agreed that the rate of direct labor hours expended each 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 TO. The Contractor is required to notify the Contracting Officer when 85% of the total level of effort of the TO has been expended.

(c) If, during the term of the TO, the Contractor finds it necessary to accelerate the expenditure of direct labor under the Task Order 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 inwriting 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 of the TO. If the maximum amount specified in the contract is not adequate to accommodate the anticipated accelerated expenditure of direct labor, the Contractor shall also include in its offer a proposed increase of the maximum amount, cost breakdown, and proposed fixed-fee for the increase. 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 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 modification of the order and, if necessary, the contract.

(d) The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor under a TO such that the labor hours of effort specified therein 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 ten days of receipt.

(e) If the total level of effort specified in each TO is not provided by the Contractor during the term of the TO, the Contracting Officer shall either

(i) reduce the fixed fee of the TO as follows:

Fee Reduction = Fixed Fee X ( )Required LOE Hours - Expended LOE Hours

Required LOE Hours or;

(ii) subject to the provisions of the clause of this contract entitled "Limitation of Cost," require the Contractor to continue to perform the work until the total number of hours of direct labor specified in the DO/TO shall have been expended, at no increase in the fixed fee of the

TO.

(f) In the event the Government fails to fully fund the TO in a timely manner, the term of the TO may be extended accordingly with no change to cost or fee. If the Government fails to fully fund the TO, the fee will be adjusted in direct proportion to that effort which was performed.

(g) Notwithstanding any of the provisions of the above paragraphs, the Contractor may furnish labor hours up to five percent in excess of the total direct labor hours specified in the TO provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fixed-fee is required, and no adjustment in the fixed-fee shall be made provided that the Contractor has delivered at least 95% of the level of effort specified in the TO.

(h) It is understood that the mix of labor categories provided by the Contractor under the TO, as well as the distribution of effort among those categories, may vary considerably from the initial mix and distribution of effort, which was estimated by the Government or proposed by the Contractor.

(i) Nothing herein shall be construed to alter or waive any of the rights or obligations of either party pursuant to the Clause entitled "Limitation of Costs" or "Limitation of Funds," either of which incorporated herein applies to each TO under this contract

(j) The level of effort * will be provided at the Task Order level.

(*To be completed at the task order level, if applicable)

H-3 GOVERNMENT PROPERTY

(a) Government-Furnished Equipment. Government-furnished equipment, data, or services shall be identified and handled in accordance with Section F - Government Furnished Property of this task order.

(b) Contractor Acquired Property. In the event the contractor is required to purchase property in the performance of this task order, compliance with the procedures of FAR Part 45.402, Government Property and CLIN 0004 is required.

(c) Disposition of Government Property. Thirty(30) days prior to the end of the Task Order period of performance, or upon termination of the Task Order, the contractor shall furnish to the COR a complete inventory of all Government Property in his possession under the Task Order 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 Task Order.

H-4 ORGANIZATIONAL CONFLICTS OFINTEREST

(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 through9.505-4) 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 Contracting accordance with this clause and any other clause of this Contract pertaining to the nondisclosure of information. The Contractor further agrees that neither it nor its subcontractors will willfully disclose proprietary data/information that is received or generated in the performance of this Contract without the prior permission of the Contracting Officer, and that proprietary information shall not be duplicated, used or disclosed, in whole or part, for any purpose other than to accomplish the work required by the Contract.

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

FAR Subpart 9.5 pertaining to actual or potential OCIs; FAR 3.104 pertaining to requirements and restrictions under the Procurement Integrity Act;

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

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

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

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

H-5 SPECIAL CONTRACT REQUIREMENT REGARDING NON-DISCLOSURE OF

INFORMATION

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