2. amendment/modification no. 3. effective date 4 ... · share line 50.0% government underrun share...

2. AMENDMENT/MODIFICATION NO. 3. EFFECTIVE DATE 4. REQUISITION/PURCHASE REQ. NO. 5. PROJECT NO. (If applicable)

36 20-Aug-2019 1300802510, 1300802897, 1300802510 N/A6. ISSUED BY CODE N00167 7. ADMINISTERED BY (If other than Item 6) CODE S2404A

NSWC, CARDEROCK DIVISION, MARYLAND

9500 MacArthur Blvd

West Bethesda MD 20817

[email protected] 757-462-3526

DCMA Manassas

14501 George Carter Way, 2nd Floor

Chantilly VA 20151

SCD: C

8. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State, and Zip Code) 9A. AMENDMENT OF SOLICITATION NO.

Abbott On Call, Inc. dba AOC, Inc.1367 Carpers Farm Way

Vienna VA 22182-1349 9B. DATED (SEE ITEM 11)

10A. MODIFICATION OF CONTRACT/ORDER NO.

[X]N00178-14-D-7585-FD01

10B. DATED (SEE ITEM 13)

CAGECODE

1W6Y9 FACILITY CODE 21-Aug-2015

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

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

Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing Items 8 and 15, and returning one (1) copy of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) Byseparate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGEMENT TO BE RECEIVED AT THE PLACEDESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendmentyou desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and thisamendment, and is received prior to the opening hour and date specified.12. ACCOUNTING AND APPROPRIATION DATA (If required)

SEE SECTION G

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS,IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(*) A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE CONTRACT ORDER NO. INITEM 10A.

[ ][ ] B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation

date, etc.)SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(b).

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

[X] D. OTHER (Specify type of modification and authority)FAR 52.217-9, Option Extend the Term of the Contract

E. IMPORTANT: Contractor [ ] is not, [ X ] is required to sign this document and return 1 copies to the issuing office.14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

SEE PAGE 2

15A. NAME AND TITLE OF SIGNER (Type or print) 16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

Josephine Abbott Matthew Aponte, Contracting Officer15B. CONTRACTOR/OFFEROR 15C. DATE SIGNED 16B. UNITED STATES OF AMERICA 16C. DATE SIGNED

/s/Josephine Abbott 20-Aug-2019 BY /s/Matthew Aponte 20-Aug-2019(Signature of person authorized to sign) (Signature of Contracting Officer)

NSN 7540-01-152-8070PREVIOUS EDITION UNUSABLE

30-105 STANDARD FORM 30 (Rev. 10-83)Prescribed by GSAFAR (48 CFR) 53.243

1. CONTRACT ID CODE PAGE OF PAGES

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT U 1 4

GENERAL INFORMATION

The purpose of this modification is to exercise Option 4 pursuant to FAR 52.217-9, Option to Extend the Term ofthe Contract, add incremental funding in the amount of . Accordingly, said Task Order (TO) ismodified as follows:

A. Section B Changes:

1. In order to add an increment of funds, Section B is revised to reduce the amounts in holding CLINs 7400 and9400 and create new SLINs 7401AA, 7401AB, 7401AC, 7401AD and 9401AA, 9401AB, and 9401AC as follows:

CLIN/SLIN From ($) By ($) To ($)

7400 0.00

7401AA 0.00

7401AB 0.00

7401AC 0.00

7401AD 0.00

9400 0.00

9401AA 0.00

9401AB 0.00

9401AC 0.00

B. Section F Changes:

The Period of Performance of the following line items is hereby changed as follows:

CLIN/SLIN From To

7301AC 8/24/2018 - 8/20/2019 8/24/2018 - 11/20/2019

7301AF 12/10/2018 - 8/20/2019 12/10/2018 - 11/20/2019

7401AA 8/21/2019 - 8/20/2020

7401AB 8/21/2019 - 8/20/2020

7401AC 8/21/2019 - 8/20/2020

7401AD 8/21/2019 - 8/20/2020

9401AA 8/21/2019 - 8/20/2020

9400AB 8/21/2019 - 8/20/2020

9401AC 8/21/2019 - 8/20/2020

9301AF 12/10/2018 - 8/20/2019 12/10/2018 - 11/20/2019

C. Section G Changes:

1. The total amount of funds obligated to the task is hereby increased from by to.

CLIN/SLIN Type Of Fund From ($) By ($) To ($)

7401AA RDT&E 0.00

7401AB RDT&E 0.00

CONTRACT NO. N00178-14-D-7585

DELIVERY ORDER NO. N00178-14-D-7585-FD01

AMENDMENT/MODIFICATION NO. 36

PAGE 2 of 4

FINAL

7401AC RDT&E 0.00

7401AD RDT&E 0.00

9401AA RDT&E 0.00

9401AB RDT&E 0.00

9401AC RDT&E 0.00

2. The accounting information is hereby updated to reflect this contract action:

MOD 36 7401AA 130080251000001 LLA :

Standard Number: Incremental funding in support of TI-13. 7401AB 130080289700001 LLA :

Standard Number: Incremental funding in support of TI-14. 7401AC 130080289700002 LLA :

Standard Number: Incremental funding in support of TI-14. 7401AD 130080324500001 LLA :

Standard Number: Incremental funding in support of TI-15. 9401AA 130080251000002 LLA :

Standard Number: ODC funding in support of TI-13. 9401AB 130080289700003 LLA :

Standard Number: ODC funding in support of TI-14. 9401AC 130080251000002 LLA :

Standard Number: ODC funding is support of TI-15. MOD 36 Funding Cumulative Funding

D. The total value of the order is hereby increased from .

E. The end of the POP for this TO is extended to August 21, 2020.




PAGE 3 of 4

FINAL

A conformed copy of this Task Order is attached to this modification for informational purposes.




PAGE 4 of 4

FINAL

SECTION B SUPPLIES OR SERVICES AND PRICES

CLIN - SUPPLIES OR SERVICES

For Cost Type Items:

Item PSC Supplies/Services Qty Unit Target Cost Target Fee CPIF

7000 R425 EngineeringServices inaccordance withSection C,Statement of Work(Fund Type - TBD)

LH

Max Fee

Min Fee

GovernmentOverrunShare Line

50.0%

GovernmentUnderrunShare Line

50.0%

7001 R425 PMS501EngineeringServices inaccordance withSection C,Statement of Work(Fund Type - TBD)

LH

Max Fee

Min Fee


50.0%


50.0%

700101 R425 Incrementalfunding in theamount of

for TI1. (SCN)

700102 R425 This SLIN hasbeen de-obligatedon Mod 02. (SCN)


for TI3. (RDT&E)




PAGE 1 of 62

FINAL



forTI 001 Rev 02 andRev 04. (SCN)


forTI 001 Rev 02 andRev 04. (SCN)


for TI03 Rev 01 (RDT&E)

700107 R425 Incrementalfunding in theamount of for TI 01/ Rev03. (SCN)

700108 R425 Funds in theamount of for TI 01/Rev 03(SCN)

7002 R425 PMS505EngineeringServices inaccordance withSection C,Statement of Work(Fund Type - TBD)

LH

Max Fee

Min Fee


50.0%


50.0%

700201 R425 Incrementalfunding in theamount of for TI 2. 2410(a)is herebyinvoked. (O&MN,N)

7003 R425 PMS420EngineeringServices inaccordance withSection C,Statement of Work

LH




PAGE 2 of 62

FINAL


(RDT&E)

Max Fee

Min Fee


50.0%


50.0%


for TI4. (RDT&E)


for TI4/ Rev 01 and Rev02. (RDT&E)

7100 R425 OPTION 1 HOLDINGCLIN -EngineeringService inaccordance withSection C,Statement of Work(Fund Type - TBD)

LH

Max Fee

Min Fee


50.0%


50.0%

7101 R425 PMS501EngineeringServices inaccordance withSection C,Statement of Work(SCN)

LH

Max Fee

Min Fee


50.0%




PAGE 3 of 62

FINAL



50.0%


forTI 1A. (SCN)


forTI 1A. (SCN)

710103 R425 Funding in theamount of

increased by to in Mod

10 under TI-01ARev 2. (SCN)



10 under TI-01ARev 2. (SCN)

7102 R425 PMS420EngineeringServices inaccordance withSection C,Statement of Work(RDT&E)

LH

Max Fee

Min Fee


50.0%


50.0%


forTI 4A; increasedby forTI-04A Rev.2under mod 09.(RDT&E)




PAGE 4 of 62

FINAL


710202 R425 Funds in theamount of for TI-04A Rev.1(RDT&E)

710203 R425 Funds in theamount of for TI-04A Rev 3.(RDT&E)

7103 R425 PMS505EngineeringServices inaccordance withSection C,Statement of Work(O&MN,N)

LH

Max Fee

Min Fee


50.0%


50.0%



10 under for TI2A Rev 1.(O&MN,N)

Item PSC Supplies/Services Qty Unit Est. Cost Fixed Fee CPFF

7200 R425 OPTION 2- EngineeringServices in accordance withSection C, Statement ofWork Note: CLIN 7200 is aholding CLIN and isprovided for informationaland tracking purposes only.(Fund Type - TBD)

LH

7201 Option Period 2 (Exercised)- Direct Labor

7201AA R425 TI-5 (RDT&E) LH

7201AB R425 TI-6 - LCS 23 (SCN) LH

7201AC R425 TI-6 - LCS 26 (SCN) LH

7201AD R425 TI-6 Rev 1 (SCN) LH




PAGE 5 of 62

FINAL


7201AE R425 TI-7 (RDT&E) LH

7201AF R425 TI-6 Rev 2 (SCN) LH

7201AG R425 TI-6 Rev 2 (SCN) LH

7201AH R425 TI-5 Rev 1 (RDT&E) LH

7201AJ R425 TI-5 Rev 2/3 (RDT&E) LH

7201AK R425 TI-08 (O&MN,N) LH

7201AL R425 TI-6 Rev. 3 (SCN) LH

7201AM R425 TI 6 Rev 4 (RDT&E) LH

7300 R425 OPTION 3- EngineeringServices in accordance withSection C, Statement ofWork Note: CLIN 7300 is aholding CLIN and isprovided for informationaland tracking purposes only.(Fund Type - TBD)

LH


7301AA R425 Plus Up in the amount of00 for TI-9 Rev 1.

TI-9 (RDT&E)

LH

7301AB R425 TI-10 (RDT&E) LH

7301AC R425 TI-11 (O&MN,N) LH

7301AD R425 TI-12 (RDT&E) LH

7301AE R425 Funds in the amount of for TI-09 Rev.1

(RDT&E)

LH

7301AF R425 to incrementally fund underTI 11-1 by withnew LOA IAW PR 1300738497.(O&MN,N)

LH

7301AH R425 Add incremental fundingunder TI-10-1 (RDT&E)

LH

7301AJ R425 Incremental funding underTI-12-1 (RDT&E)

LH

7301AK R425 TI-12/2 (RDT&E) LH

7301AL R425 TI-12-2 (RDT&E) LH

7301AM R425 TI-12/3 (RDT&E) LH

7301AN R425 TI-09/3 (RDT&E) LH

7400 R425 OPTION 4- EngineeringServices in accordance withSection C, Statement ofWork Note: CLIN 7300 is aholding CLIN and isprovided for informational

LH




PAGE 6 of 62

FINAL


and tracking purposes only.(Fund Type - TBD)


7401AA R425 Incremental funding insupport of TI-13. (RDT&E)

LH

7401AB R425 Incremental funding insupport of TI-14. (RDT&E)

LH

7401AC R425 Incremental funding insupport of TI-14. (RDT&E)

LH

7401AD R425 Incremental funding insupport of TI-15. (RDT&E)

LH

For ODC Items:

Item PSC Supplies/Services Qty Unit Est. Cost

9000 R425 Not to exceed Other Direct Costs (ODC)in support of CLIN7000, consisting of materials, travel, and miscellaneous.ODC's are non-fee bearing. (Fund Type - TBD)

1.0 LO

9001 R425 PMS501 Engineering Services in accordance with Section C,Statement of Work (SCN)

1.0 LO

900101 R425 Incremental funding in the amount of for TI 1. (SCN)

900102 R425 This SLIN was de-obligated on Mod 02. (SCN)

900103 R425 Incremental funding in the amount of for TI 3. (SCN)

900104 R425 Incremental funding in the amount of for TI 001Rev 02 (SCN)

900105 R425 Incremental funding in the amount of for TI 001Rev 02 (SCN)

900106 R425 Funds in the amount of for TI 01/Rev 03 (SCN)

9002 R425 PMS505 Engineering Services in accordance with Section C,Statement of Work (Fund Type - TBD)

1.0 LO

900201 R425 This SLIN was de-obligated under Mod 02. (O&MN,N)

9003 R425 PMS420 Engineering Services in accordance with Section C,Statement of Work (RDT&E)

1.0 LO

900301 R425 Incremental funding in the amount of for TI 4.(RDT&E)


1.0 LO

9101 R425 PMS501 Other Direct Costs in support of CLIN 7101/TI-1A, andSection C, Statement of Work (SCN)

1.0 LO

910101 R425 Funds in the amount of for TI 1A (SCN)

910102 R425 Funds in the amount of for TI 1A (SCN)




PAGE 7 of 62

FINAL


910103 R425 Funds in the amount of for TI 1A Rev 03. (SCN)

910104 R425 Funds in the amount of for TI 1A Rev 03. (SCN)

9200 R425 Not to exceed Other Direct Costs (ODC)in support of CLIN7200, consisting of materials, travel, and miscellaneous.ODC's are non-fee bearing. Note: CLIN 9200 is a holding CLINand is provided for informational and tracking purposesonly. (Fund Type - TBD)

1.0 LO

9201 Option Period 2 (Exercised) - ODC

9201AA R425 ODC in support of SLIN 7201AA (TI-5) (RDT&E) 1.0 LO

9201AB R425 ODC in support of SLIN 7201AB (TI-6 ) (SCN) 1.0 LO

9201AC R425 ODC in support of SLIN 7201AC (TI-6 - ) (SCN) 1.0 LO

9201AD R425 ODC in support of CLIN 7201AF (TI-6 Rev 2) (SCN) 1.0 LO

9201AE R425 ODC in support of CLIN 7201AG (TI-6 Rev 2) (SCN) 1.0 LO

9201AF R425 ODC in support of CLIN 7201AH (TI-5 Rev 1) (RDT&E) 1.0 LO

9201AG R425 ODC in support of CLIN 7201AJ (TI-5 Rev 2/3) (RDT&E) 1.0 LO

9201AK R425 ODC in support of SLIN 7201AK (TI-08) (O&MN,N) 1.0 LO

9300 R425 Not to exceed Other Direct Costs (ODC)in support of CLIN7300, consisting of materials, travel, and miscellaneous.ODC's are non-fee bearing. Note: CLIN 9300 is a holding CLINand is provided for informational and tracking purposesonly. (Fund Type - TBD)

1.0 LO

9301 Option Period 3 (Exercised) - ODC

9301AB R425 ODC in support of CLIN 7301; TI-10 (RDT&E) 1.0 LO

9301AC R425 ODC in support of CLIN 7301; TI-11 (O&MN,N) 1.0 LO

9301AD R425 ODC in support of CLIN 7301; TI-12 (RDT&E) 1.0 LO

9301AE R425 ODC in support of CLIN 7301 (RDT&E) 1.0 LO

9301AF R425 ODC in support of CLIN 7301, Incremental funding underTI-11-1 for of ODCs Travel. (OMN) (O&MN,N)

1.0 LO

9301AG R425 ODC in support of CLIN 7301, Incremental funding underTI-09-2 for of ODCs. (RDT&E) (RDT&E)

1.0 LO

9301AH R425 ODC in support of CLIN 7301 (Incremental funding underTI-10-1) (RDT&E)

1.0 LO

9301AJ R425 ODC in support of CLIN 7301; Incremental funding OF under TI-12-1, new total . (RDT&E)

1.0 LO

9301AK R425 ODC in support of CLIN 7301; TI-12-2 (RDT&E) 1.0 LO


1.0 LO

9401 Not to exceed Other Direct Costs (ODC)in support of CLIN7400, consisting of materials, travel, and miscellaneous.ODC's are non-fee bearing.

9401AA R425 ODC funding in support of TI-13. (RDT&E) 1.0 LO

9401AB R425 ODC funding in support of TI-14 (RDT&E) 1.0 LO




PAGE 8 of 62

FINAL


9401AC R425 ODC funding in support of TI-15. (RDT&E) 1.0 LO

NOTE A: LABOR TRIPWIRE JUSTIFICATIONS

(A) THE CONTRACTOR SHALL ADVISE THE COR AND THE CONTRACT SPECIALIST, BYE-MAIL, IF THE PENDING SUBSTITUTION OR ADDITION OF ANY INDIVIDUAL (KEY ORNON-KEY) WILL BE AT A FULLY LOADED (THROUGH TARGET FEE) LABOR RATE THATEXCEEDS THE LABOR TRIPWIRE AMOUNT. THE CONTRACTOR SHALL NOT PROCEED WITHTHE ADDITION UNTIL HE IS ADVISED BY THE CONTRACT SPECIALIST THAT THE REQUESTHAS BEEN APPROVED. THIS REQUIREMENT DOES NOT RELIEVE THE CONTRACTOR’SOBLIGATION UNDER CLAUSES H.7 “SUBSTITUTION OF TEAM MEMBERS AND SUBSTITUTION OFPERSONNEL” AND 52.244-2 “SUBCONTRACTS” CONTAINED IN THE BASE SEAPORT CONTRACT.

(b) The contractor's request shall include: the proposed individual's resume for Key Personnel Substitutions,labor hourly rate build-up, labor hours per work year, detailed justification for the addition of the particularindividual based on his/her technical expertise and projected technical impact on the Task Order/TechnicalInstruction. If the individual is a subcontractor or consultant, the rate build-up shall include the primecontractor's pass through rate.

(c) Currently, the hourly labor tripwire is $156 per hour, regardless of the number of labor hours theproposed individual will work. The contractor will be advised of any changes to this tripwire level that occurduring performance.

NOTE B: SUBSTITUTION OF KEY PERSONNEL

The contractor agrees to assign those key persons identified with the Task Order response. No substitutionshall be made without prior notification to and concurrence of the Task Order Contracting Officer (ProcuringContracting Officer). The contractor shall comply with clause no. H.7 of the base contract when requestingapproval for substitution of key personnel.

The following Key Personnel are approved under this Task Order:

Key Personnel Labor Category: Name: Company:

Principal Engineer .

Principal Engineer

Senior Engineer

Senior Engineer

Senior Engineer

Lead Naval Architect

Lead Naval Architect

Lead Mechanical Engineer .

Lead Mechanical Engineer

Lead Mechanical Engineer

Lead Electrical Engineer




PAGE 9 of 62

FINAL

Lead Electrical Engineer

Senior Cost Analyst

NOTE C: CONSENT TO SUBCONTRACT

For subcontracts and consulting agreements for services, where the prime contractor anticipates that hoursdelivered will be counted against the hours in the Task Order Level of Effort clause in Section G, Consent toSubcontract authority is retained by the Task Order Contracting Officer (Procuring Contracting Officer). The contractor shall comply with clause no. 52.244-2 of the base contract when requesting consent tosubcontract.

The following subcontractors are approved under this Task Order:Computer Sciences Corporation (CSC)Gryphon TechnologiesShip Design USA, Incorporated

NOTE D: LEVEL OF EFFORT

The PAYMENT OF FEE(S) (LEVEL OF EFFORT) clause applies to these Items. All labor shall be chargedunder the LEVEL OF EFFORT CLINs. Offerors shall charge subcontractor costs under these line items.

NOTE E: OPTION

Option Item, to which the OPTION clause in SECTION I applies, shall be supplied only if said Option isexercised.

NOTE F: AWARD TERM

Award Term Item, shall be supplied only if said Item is earned, retained and awarded in accordance with theAWARD TERM PLAN provided in Attachment 8. Notwithstanding the word "Option" which appears in theSECTION B CLIN description or elsewhere in this Task Order, for Award Term Items, Award Terms are not"Option" Items until they are earned.

NOTE G: ODC

These Items are non-fee bearing CLINs and shall be priced as cost-only. Non-fee bearing refers to fee (i.e.,profit), not allowable indirect costs or burdens.

NOTE H: INCENTIVE FEE

The minimum fee shall be , the maximum fee shall be




PAGE 10 of 62

FINAL

(1) The final target cost, target fee amounts shall be based upon the actual level of effort the contractorprovides as explained in the following paragraphs:

CPIF LABOR ITEMS LABOR HOURS TARGET COST

TARGETFEE

)

TOTALTARGETCOST/FEEAMOUNT

7000

7100

Reserved See Mod 14

Reserved See Mod 20

Reserved See Mod 20

(i) The final CPIF target cost for CLIN 7000 and (if and to the extent Options are exercised) Option CLIN(s)7100 and 7200 and (if Award Terms are awarded) CLIN(s) 7300 and 7400 shall be determined bymultiplying the allowable hours worked, including subcontractor hours, under the CLIN by the rate/hour inthe target cost column including cost of money, in the preceding table.

(ii) The final CPIF target fee for CLIN 7000 and (if and to the extent Options are exercised) Option CLIN(s)7100 and 7200 and (if Award Terms are awarded) CLIN(s) 7300 and 7400 shall be determined bymultiplying the allowable hours worked, including subcontractor hours, under the CLIN by the rate/hour inthe target fee column of the preceding table.

NOTE I: Payment of Fee Table (CPFF Line Items Only)

Line Item Hours Fixed Fee Fixed Fee Per Hour*

7200

7300

7400

The fixed fee per hour may change slightly to correct any rounding errors if the line item is fully funded. Ifthe line is not fully funded, the fixed fee shall be the paid and billed at the amount specified above per hourfor its corresponding line item.




PAGE 11 of 62

FINAL

Note J: Fixed Fee Withhold

Pursuant to FAR 52.216-8, the Contracting Officer withholds a reserve of

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in thiscontract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Suchpayments shall be equal to of the allowable cost of each invoice submitted by and payable to theContractor 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 (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilitiescapital cost of money). Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in thiscontract.

(c) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g)of the special contract requirement entitled "LEVEL OF EFFORT." If the fee(s) is reduced and the reducedfee(s) is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shallrepay the excess amount to the Government. If the final adjusted fee exceeds all fee payments made to thecontractor under this contract, the Contractor shall be paid the additional amount, subject to the availability offunds. In no event shall the Government be required to pay the Contractor any amount in excess of the fundsobligated under this contract at the time of the discontinuance of work.

(d) Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract hasbeen modified to reduce the fee(s) in accordance with the "LEVEL OF EFFORT" special contract requirement,or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment isrequired.

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA) (MAY2010) [NOTE: THIS CLAUSE IS APPLICABLE TO CPFF LINE ITEMS)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this




PAGE 12 of 62

FINAL

contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Suchpayments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled"ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions ofthe "FIXED FEE" or "INCENTIVE FEE" clause, as applicable, and shall be paid at the hourly rate(s) specifiedabove per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the feeamount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor anyamount in excess of the funds obligated under this contract.




PAGE 13 of 62

FINAL

SECTION C DESCRIPTIONS AND SPECIFICATIONS

This is a performance based Performance Work Statement (PWS). The tasking contained in thisStatement of Work falls under Product Service Codes R425 and AD24.

Title: NSWCCD Hull, Mechanical, and Electrical (HM&E) Open System Architecture andSystems Engineering

1.0 BACKGROUND

The Naval Architecture and Engineering Department, Code 80, of the Naval Surface WarfareCenter, Carderock Division support several Navy, DoD, and Government customers that conductsystems engineering for platform (ship, submarine, craft, vehicle) design applications that requireexpertise in the fields of HM&E Open System Architecture development, RequirementsTraceability, Architecture Verification and Validation and Program Management. Some of thosecustomers are: PEO LCS, PEO Ships, PEO Subs, Naval Sea Systems Command Surface ShipDesign and Development Directorate (NAVSEA 05), and Office of Naval Research (ONR).

2.0 REQUIREMENTS

Task 1: HM&E Open System Architecture Development Support

The contractor shall provide HM&E Open System Architecture (OSA) technical expertise todevelop and assess platform modular architectures and interfaces at the fleet level, platformlevel, systems level and component level. The contractor shall perform conceptual studies forplatform modular open systems. The contractor shall develop criteria and approach to evaluatinghow much OSA should be applied to new platform acquisition programs. The contractor shallperform systems engineering efforts associated with the OSA development process for platformdesign including development of Interface Control Documents. The contractor shall conductHM&E platform and system impact studies associated with the application of OSA to platformdesign. The contractor shall develop methods for resolution of technical issues caused byapplication of OSA to platform design including issues of COTS obsolescence. The contractorshall document the results of their studies, analysis, evaluations, and calculations in the form ofimpact studies, detailed designs, prototypes, issue papers, white papers, briefs, and reports asspecified by the Government.

Task 2: Requirements Traceability Support

The contractor shall provide technical expertise in identifying and tracking requirements forHM&E OSA applications to platform acquisition programs – from the Capabilities DevelopmentDocument (CDD) through the architecture Interface Control Document (ICD) down to InterfaceConfiguration Management (ICM). The contractor shall develop and maintain Open SystemArchitecture requirements baselines (e.g. using DOORS, SQL Server, MS Access, etc.).

The contractor shall develop Product Models that turn the OSA requirements into designspecifications. From the Product Models, the contractor shall develop and maintainConfiguration Status Accounts (CSA’s) for each program asset (ship platform and payloadmodule). The contractor shall maintain the status of ship certification for its modular TechnicalArchitecture. The contractor shall support to OSA Change Control Boards (CCB’s). The




PAGE 14 of 62

FINAL

contractor shall develop appropriate Proposed Changes (PC’s) to OSA baselines for use by theOSA CCB’s. The Contractor shall document the results of their efforts in the form of ICMdatabases, PC’s, Corrective Action Requests (CAR’s), Request for Deviation (RFD) reviews andICM reports as specified by the Government. The contractor shall be responsible for maintainingall document version control.

Task 3: HM&E Architecture Verification and Validation

The contractor shall provide HM&E Architecture Interface Verification & Validation (IV&V)technical expertise to conduct the necessary quality assurance on OSA implementations –including inspections of all HM&E OSA related drawings and platform and module interface testresults. The contractor shall develop procedures for design verification and test validation of allOSA interfaces. The contractor shall prepare IV&V plans/milestones to Support OSAimplementation/platform acquisition schedules. The contractor shall perform design verificationreviews of OSA interfaces and compare to specifications stated in the relevant ICD. Thecontractor shall develop test validation forms for use in test procedures that will validate “asbuilt” OSA interfaces. The contractor shall perform reviews of all proposed interface validationtests. The contractor shall monitor/evaluate validation of “as built” OSA interfaces based uponapproved test procedures and compare to specifications in the relevant ICD. The Contractor shallprovide support to on site testing. The contractor shall provide inputs to the appropriate CSAdatabase. The contractor shall also provide support to achieving platform and modulecertification for its required level of modular technical architecture. The contractor shalldocument the results of their efforts in the form of IV&V verification Sheets, IV&V validationforms, IV&V report cards and other IV&V reports as specified by the Government.

Task 4: Program Management Support.

The contractor shall provide program management assistance to the Government. This supportshall be provided to acquisition programs, major R&D programs and Technical Warrant Holdersas assigned. This support shall take the form of engineering evaluations, technical analyses, andmanagement support. The Contractor shall not be placed in the position of making any decisionsthat should be made by the Government nor shall the Contractor, acting alone, produce anydocuments that represent a Government position. These efforts may involve preparation ofprogram documentation, presentation materials, program plans, and progress reporting forvarious platform and module system programs. The support required in this task area shallrequire expertise in the following general areas:

Modular Open Systems Approach (MOSA) reports as required for DOD acquisition milestonesincluding completion of the Program Rating and Assessment Tool (PART) report.

Risk Management Assessment including identification and development of platform and moduledesign/fabrication risks plus integration risks associated with implementation of Open SystemArchitectures. The contractor shall also prepare risk mitigation plans and provide inputs toapplicable risk management databases.

Technology Management and Technology Insertion Plans including (1) continuous monitoring of“forces of change” that might result in a need for technology insertion, (2) Technologydevelopment and insertion to achieve increased capabilities in response to forces of change, and(3) management of Architectures and Interfaces to facilitate Technology insertion. The




PAGE 15 of 62

FINAL

identification of “requirements pull” and “technology push” will be used to support programsrequiring “spiral development” as promulgated by DOD policy.

Knowledge Management including establishment of technology databases that serve theTechnology Management and Technology Insertion efforts.

3.0 GOVERNMENT FURNISHED INFORMATION, EQUIPMENT AND MATERIALS(GFI, GFE, GFM)

GFI, GFE, and GFM will be provided to the contractor as it becomes available. GFI, GFE, andGFM may consist of access to ships, fabrication of hardware, machinery, equipment, vehicledesign data, test data, test plans, production procedures, installation/removal procedures, costingdata, and program plans. In addition, Government work spaces and workstations may beprovided for some tasking.

4.0 TRAVEL

The estimated travel over the five (5) year period will be to the following locations:

Mobile, AL

San Diego CA

Panama City, FL

Patuxent River, MD

Pascagoula MS

Newport, RI

Dahlgren, VA

Norfolk, VA

Marinette, WI

Other CONUS locations, as needed

Estimated local travel will be to NAVSEA Headquarters Wash. DC or NSWC Carderock MDfor meetings, reviews, briefings, and coordination of the tasking in support of this SOW.

5.0 PERIOD OF PERFORMANCE

The period of performance for this task order is from the date of award through one (1) yearthereafter. The maximum period of performance, if all options and award terms are exercised, isfrom the date of award through five (5) years thereafter.

6.0 DELIVERABLES

6.1 Kickoff meeting (CDRL A001): The contractor shall conduct a kick-off meeting with thegovernment representatives to facilitate communications and establish consensus on deliverables




PAGE 16 of 62

FINAL

(format, content, etc).

6.2 Data Deliverables: The contractor shall provide the following Data Deliverables to theTechnical Point of contact and the Contracting Officer's Representative.

6.2.1 Status Report (CDRL A002) - The contractor shall prepare a monthly HM&E Open SystemArchitecture and Systems Engineering status report. The status report shall indicate the amountexpended and the number of labor hours used during the reporting period and the cumulativeamount expended and labor hours used to date. In addition, the status report shall include adescription of any problems encountered during the reporting period. (The first Status report isdue 30 days after task order award and the remaining reports shall be due the same day of everymonth thereafter.)

The status report shall also include:

6.2.1.1 The Burn Rate Analysis Report is a summary report that captures the rate at which themoney is expended. This report shall be attached in Wide Area Workflow Receipts andAcceptance (WAWF-RA), beginning 30 days after award and every 30 days thereafter. Atemplate of this report is provided as Attachment 2.

6.2.1.2 The incurred Costs Report is a report that captures a summary of all costs incurred todate. This report shall be attached in Wide Area Workflow Receipts and Acceptance(WAWF-RA), beginning 30 days after award and every 30 days thereafter. A template of thisreport is provided in Section J, Exhibit A.

6.2.2 Contract Funds Status Report – CFSR (CDRL A003) – The contractor shall prepare aquarterly HM&E Open System Architecture and Systems Engineering CFSR. The CFSR shallprovide status of contract funds, broken down by FY and appropriations.

6.2.3 Technical Reports, detailed designs, draft specifications, technical studies, analysis,evaluations, calculations, white papers, and data logs – as required (CDRL A004).

6.2.4 Briefs and plans – as required (CDRL A005).

6.3 HARDWARE/ AND ASSOCIATED DOCUMENTATION DELIVERABLES: Hardwareand associated documentation deliverables incidental to the design, development, and testingefforts may be required and any such deliverables will be specified in individual TechnicalInstructions as they are issued.

7.0 SECURITY REQUIREMENTS:

The contractor shall have a security clearance at the Secret level in accordance with the DDForm 254, Contract Security Specification, provided as an attachment in Section J. Allpersonnel performing under this task order require a Secret level clearance.

8.0 PLACE OF PERFORMANCE

It is estimated that 75% of the tasking will be performed at the contractor's facility and 25% willbe performed on-site at Government locations.




PAGE 17 of 62

FINAL

9.0 CONTRACTOR PERSONNEL IDENTIFICATION

In the performance of this contract, contractor employees shall identify themselves as contractorpersonnel by introducing themselves or being introduced as contractor personnel and bydisplaying distinguishing badges or other visible identification for meetings with Governmentpersonnel. Contractor personnel shall appropriately identify themselves as contractor employeesin telephone conversations and formal and informal written correspondence.

10.0 PERSONNEL REQUIREMENTS

10.1 The Government Estimated level of effort for the performance of the resultant task order isbased on the following labor categories and hours per year:

On-Site

Hours Per Year

Off-Site

Hours Per Year

Required Resumes

Principal Engineer (Key)Senior Engineer (Key)Lead Naval Architect (Key)Lead Mechanical Engineer (Key)Lead Electrical Engineer (Key)Senior Cost Analyst (Key)Naval Architect (Non-Key)Mechanical Engineer(Non-key)Electrical Engineer (Non-key)Cost Analyst (Non-key)Engineer (Non-key)System Analyst (Non-key)CAD Designer (Non-Key)Computer Programmer(Non-key)Engineering Aide (Non-key)TOTAL DIRECT LABOR

10.2 GENERAL

The Government requires experienced personnel for Platform, Open Systems ArchitectureIntegration and Design who are capable of managing tasks and have a working knowledge thatqualifies them to perform the tasks in the areas defined below with minimal guidance andoversight from the government. Platform, Open Systems Architecture integration and designencompasses a wide variety of skills from multiple labor categories. The paragraphs belowdescribe the labor categories required by task. Each individual proposed by the contractor shallhave demonstrated qualifications for the labor categories required below.

For Task 1: HM&E Open System Architecture Development Support, the contractor shallprovide the following labor categories: Principal Engineer, Senior Engineer, Lead Naval




PAGE 18 of 62

FINAL

Architect, Lead Mechanical Engineer, Lead Electrical Engineer, Naval Architect, Mechanical,Electrical Engineer, and Engineer. The contractor personnel shall be familiar with HM&E OpenSystem Architecture principles as applied to platforms. Contractor personnel shall have theanalytical tools required to analyze existing and new designs and determine the impacts ofimplementing new/alternative architectures that reduce overall lifecycle cost and improve systemavailability.

For Task 2: Requirements Traceability Support, the contractor shall provide the following laborcategories: Principal Engineer, Senior Engineer, Lead Naval Architect, Lead MechanicalEngineer, Lead Electrical Engineer, Naval Architect, Mechanical, Electrical Engineer, Engineer,System Analyst, Computer Programmer, and Engineering Aide. The contractor personnel shallbe familiar with tracing overall platform requirements through existing and new architecturedown to specific interface level. Contractor personnel shall have the analytical tools required toanalyze existing and new designs and determine the impacts of high level requirements onnew/alternative platform architectures.

For Task 3: HM&E Architecture Verification and Validation, the contractor shall provide thefollowing labor categories: Senior Engineer, Lead Naval Architect, Lead Mechanical Engineer,Lead Electrical Engineer, Mechanical, Electrical Engineer, Engineer, System Analyst, CADDesigner, Computer Programmer, and Engineering Aide. The contractor personnel shall befamiliar with current and future Navy, DoD, Government, and commercial platform HM&EOpen system interface designs. Contractor personnel shall have the analytical tools required toanalyze existing and new designs/systems and determine compliance with Interfaces and highlevel architectures.

For Task 4: Program Management Support, the contractor shall provide the following laborcategories: Principal Engineer, Senior Engineer, Senior Cost Analyst, Cost Analyst and SystemAnalyst. Contractor personnel shall have the analytical tools required to analyze impacts ofprogram HM&E Open Architecture requirements and changes to those requirements, andprovide comprehensive plans and methods to meet program HM&E Open Systems Architecturerequirements.

10.3 PERSONNEL QUALIFICATIONS FOR KEY AND NON-KEY PERSONNEL

The Government's target qualifications for the key personnel labor categories are providedbelow. The proposed combined expertise of all proposed personnel shall cover all four (4) taskareas of the Statement of Work.

Principal Engineer: of professional experience in organizing, managing, andexecuting activities that pertain to Navy platform and subsystem development programs, withrelevant applications of HM&E open systems architecture. A BS degree in engineering isrequired. An advanced degree in engineering or related discipline can be substituted for fiveyears of experience. Principal Engineers should have proven experience in formulatingprograms, developing budgets and schedules, and coordinating efforts for multiple tasks. Thisindividual should be an effective liaison with government and contractor management and have athorough understanding of DoD requirements, policies, and procedures related to R&Dprograms. Experience should include a minimum of five years in Navy platform designactivities; which includes preparation of engineering calculations; platform design studies, and




PAGE 19 of 62

FINAL

development of cost estimates.

Senior Engineer: broad and responsible professional experience in the conductand direction of platform, and subsystem development programs, with relevant applications ofHM&E open systems architecture. Should have a BS degree in a field related to navalengineering. The Senior Engineer should have demonstrated experience in project leadershipabilities.

Lead Naval Architect: progressively responsible professional experience inapplying the principles of naval architecture in support of platform design and platformdevelopment programs with relevant applications of HM&E open systems architecture. A BSdegree in Naval Architecture is required. A BS degree in another engineering or science fieldwith an additional five years of experience in naval architecture may be substituted for a navalarchitecture degree. The naval architect must demonstrate qualities in leadership and projectmanagement, and must be capable of conducting independent activities.

Lead Mechanical Engineer: progressively responsible professional experiencein applying mechanical, marine, or electrical technology to platform development programs, withrelevant applications of HM&E open systems architecture. A BS degree in mechanical, marineor electrical engineering is required. A BS degree in another engineering science with anadditional five years of experience may be substituted for a mechanical, marine, or electricalengineering degree. Collectively, the suggested number of resumes should demonstrateexperience in Main propulsion, auxiliary systems electrical power generation, at-sea materialhandling, mission systems integration, habitability, and light armor design.

Lead Electrical Engineer: progressively responsible professional experience inapplying electrical technology to platform development programs with relevant applications ofHM&E open systems architecture. A BS degree in mechanical, marine or electrical engineeringis required. A BS degree in another engineering science with an additional five years ofexperience may be substituted for a mechanical, marine, or electrical engineering degree.Collectively, the suggested number of resumes should demonstrate experience in electrical powergeneration and distribution systems, and mission systems integration.

Senior Cost Analyst: of experience in cost estimation and analysis. The SeniorCost Analyst should have a working knowledge of DOD cost estimating principles and becapable of conducting independent work on small projects. It is desired that the Senior CostAnalyst have a working knowledge of Navy cost estimating principles.

NON-KEY PERSONNEL: Offerors shall certify in their proposals that they will provide thesenon-key personnel and provide a statement as to their ability to supply the personnel with theexperience required to perform the efforts specified in the Statement of Work.

Naval Architect: of progressively responsible professional experience in applyingthe principles of naval architecture in support of platform design and platform developmentprograms with relevant applications of HM&E open systems architecture. A BS degree in NavalArchitecture is required. A BS degree in another engineering or science field with anadditional three years of experience in naval architecture may be substituted for a navalarchitecture degree. The naval architect should be capable of conducting independent work on




PAGE 20 of 62

FINAL

small projects.

Mechanical Engineer: of progressively responsible professional experience inapplying mechanical or marine technology to platform development programs, with relevantapplications of HM&E open systems architecture. A BS degree in mechanical or marineengineering is required. A BS degree in another engineering science with an additional threeyears of experience may be substituted for a mechanical or marine engineering degree. TheMechanical engineer should be capable of conducting independent work on small projects.

Electrical Engineer: of progressively responsible professional experience inapplying electrical technology to platform development programs with relevant applications ofHM&E open systems architecture. A BS degree in electrical engineering is required. A BSdegree in another engineering science with an additional three years of experience may besubstituted for an electrical engineering degree. The Electrical engineer should be capable ofconducting independent work on small projects.

Cost Analyst: of experience in cost estimation and analysis. The Cost Analystshould have a basic understanding of DOD cost estimating principles and be capable ofconducting independent work on small projects.

Engineer: of experience in applying mechanical engineering, marine engineering,or naval architecture principles in support of platform development programs with relevantapplications of HM&E open systems architecture. A BS degree in engineering is required. ABachelor’s degree in mathematics or physics with an additional three years of experience may besubstituted for the engineering degree. The engineer should be capable of conductingindependent work on small projects.

Systems Analyst- Shall have a a systems analyst or insoftware development support. The systems analyst shall also have experience in the following:System Investigation, System Analysis, System Design, Programming and, Testing,Implementation, and Operation and Maintenance. The systems analyst shall have the ability toadequately communicate to others both orally and in writing. A BS or BA degree in computerscience/programming, engineering, mathematics, or physics is required.

CAD Designer: Shall have relating to engineering designand/or fabrication subsequent to the degree. An Associate’s Degree or higher is required. TheCAD designer shall be proficient using state of the art computer design software systems.

Computer Programmer: providing computerprogramming support or software development support. A BS or BA degree in computerscience/programming, engineering, mathematics, or physics is required. The computerprogrammer shall have the ability to adequately communicate to others both orally and inwriting.

Engineering Aide: providing technical support in anengineering discipline. An Associate’s Degree or higher is required. The engineering aide shallpossess excellent communication skills and organizational skills. The Engineering Aide shall be




PAGE 21 of 62

FINAL

proficient in the use of computers and Microsoft Office software.

11.0 Required Reporting

The contractor shall report contractor labor hours (including subcontractor labor hours) requiredfor performance of services provided under this contract for the Naval Surface Warfare Center,Carderock Division via a secure data collection site. Contracted services excluded fromreporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities;

(4) S, Utilities ONLY;

(5) V, Freight and Shipping ONLY.

The contractor is required to completely fill in all required data fields using the following webaddress https://doncmra.nmci.navy.mil.

Reporting inputs will be for the labor executed during the period of performance during eachGovernment fiscal year (FY), which runs October 1 through September 30. While inputs may bereported any time during the FY, all data shall be reported no later than October 31 of eachcalendar year. Contractors may direct questions to the help desk, linked athttps://doncmra.nmci.navy.mil.

11.2 MAN-HOUR EXPENDITURE REPORTS IN ELECTRONIC COST REPORTINGAND FINANCIAL TRACKING (eCRAFT) SYSTEM

(a) The contractor agrees to upload the contractor's Funds and Man-hour Expenditure Reports inthe Electronic Cost Reporting and Financial Tracking (eCRAFT) System and submit theContract Status Report (CDRL A001) on the day and for the same timeframe the contractorsubmits an invoice into the Invoicing, Receipt, Acceptance, and Property Transfer (iRAPT)system. Compliance with this requirement is a material requirement of this contract. Failure tocomply with this requirement may result in contract termination. (b) The Contract Status Reportindicates the progress of work and the status of the program and of all assigned tasks. It informsthe Government of existing or potential problem areas. (c) The contractor's Funds and Man-hourExpenditure Report reports contractor expenditures for labor, materials, travel, subcontractorusage, and other contract charges.

(b) The Contract Status Report indicates the progress of work and the status of the program andof all assigned tasks. It informs the Government of existing or potential problem areas.

(c) The Contractor's Funds and Man-hour Expenditure Report reports contractor expenditures forlabor, materials, travel, subcontractor usage, and other contract charges.

(1) Access:




PAGE 22 of 62

FINAL

https://doncmra.nmci.navy.mil/

eCRAFT: Reports are uploaded through the eCRAFT System Periodic Report Utility (EPRU).The EPRU spreadsheet and user manual can be obtained at:https://www.navsea.navy.mil/Home/Warfare-Centers/NUWC-Newport/Partnerships/Commercial-Contracts/Information-eCraft-/ under eCRAFT information. The eCRAFT e-mail address for report submissionis:[email protected] If you have problems uploading reports, please see the FrequentlyAsked Questions at the site address above.

(2) Submission and Acceptance/Rejection:

The contractor shall submit their reports on the same day and for the same timeframe thecontractor submits an invoice in iRAPT. The amounts shall be the same. eCRAFTacceptance/rejection will be indicated by e- mail notification from eCRAFT.”

**The Contracting Officer or COR will provide written notification to the contractor onceeCRAFT becomes effective on this contract/order. Upon written notification, the contractor willhave 14 days to comply with the reporting requirements described above (i.e. After 14 days,invoices submitted will not be approved unless the above requirements have been met)

ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN1994)(a) Performance under this contract may require that the Contractor have access to technical data,computer software, or other sensitive data of another party who asserts that such data or softwareis proprietary. If access to such data or software is required, or to be provided, the Contractorshall enter into a written agreement with such party prior to gaining access to such data orsoftware. The agreement shall address, at a minimum, (1) access to, and use of, the proprietarydata or software exclusively for the purposes of performance of the work required by thiscontract, and (2) safeguards to protect such data or software from unauthorized use or disclosurefor so long as the data or software remains proprietary. In addition, the agreement shall notimpose any limitation upon the Government or its employees with respect to such data orsoftware. A copy of the executed agreement shall be provided to the Contracting Officer. TheGovernment may unilaterally modify the contract to list those third parties with which theContractor has agreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to the data orsoftware as to the restrictions under which access is granted; (2) not disclose the data or softwareto another party or other Contractor personnel except as authorized by the Contracting Officer;(3) not engage in any other action, venture, or employment wherein this information will beused, other than under this contract, in any manner inconsistent with the spirit and intent of thisrequirement; (4) not disclose the data or software to any other party, including, but not limited to,joint venture, affiliate, successor, or assign of the Contractor; and (5) reproduce the restrictivestamp, marking, or legend on each use of the data or software whether in whole or in part.

(c) The restrictions on use and disclosure of the data and software described above also apply tosuch information received from the Government through any means to which the Contractor hasaccess in the performance of this contract that contains proprietary or other restrictive markings.




PAGE 23 of 62

FINAL

https://www.navsea.navy.mil/Home/Warfare-Centers/NUWC-Newport/Partnerships/Commercial-Contracts/Information-eCraft-/

mailto:[email protected]

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt byan individual, company, or Government representative not directly involved in the effort to beperformed under this contract to gain access to such proprietary information. Such notificationshall include the name and organization of the individual, company, or Governmentrepresentative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier which involve accessto information covered by paragraph (a), substituting "subcontractor" for "Contractor" whereappropriate.

(f) Compliance with this requirement is a material requirement of this contract.

HQ C-2-0037 ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000) (a) "Organizational Conflict of Interest" means that because of other activities or relationshipswith other persons, a person is unable or potentially unable to render impartial assistance oradvice to the Government, or the person's objectivity in performing the contract work is or mightbe otherwise impaired, or a person has an unfair competitive advantage. "Person" as used hereinincludes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwiseset forth in the contract, the Contractor does not have any organizational conflict of interest(s) asdefined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract maycreate a potential organizational conflict of interest on the instant contract or on a futureacquisition. In order to avoid this potential conflict of interest, and at the same time to avoidprejudicing the best interest of the Government, the right of the Contractor to participate in futureprocurement of equipment and/or services that are the subject of any work under this contractshall be limited as described below in accordance with the requirements of FAR 9.5.

(d) (1) The Contractor agrees that it shall not release, disclose, or use in any way that wouldpermit or result in disclosure to any party outside the Government any information provided tothe Contractor by the Government during or as a result of performance of this contract. Suchinformation includes, but is not limited to, information submitted to the Government on aconfidential basis by other persons. Further, the prohibition against release of Governmentprovided information extends to cover such information whether or not in its original form, e.g.,where the information has been included in Contractor generated work or where it is discerniblefrom materials incorporating or based upon such information. This prohibition shall not expireafter a given period of time.

(2) The Contractor agrees that it shall not release, disclose, or use in any way that would permitor result in disclosure to any party outside the Government any information generated or derivedduring or as a result of performance of this contract. This prohibition shall expire after a periodof three years after completion of performance of this contract.

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to




PAGE 24 of 62

FINAL

any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, anyjoint venture involving the Contractor, any entity into or with which it may merge or affiliate, orany successor or assign of the Contractor. The terms of paragraph (f) of this Special ContractRequirement relating to notification shall apply to any release of information in contravention ofthis paragraph (d).

(e) The Contractor further agrees that, during the performance of this contract and for a period ofthree years after completion of performance of this contract, the Contractor, any affiliate of theContractor, any subcontractor, consultant, or employee of the Contractor, any joint ventureinvolving the Contractor, any entity into or with which it may subsequently merge or affiliate, orany other successor or assign of the Contractor, shall not furnish to the United StatesGovernment, either as a prime contractor or as a subcontractor, or as a consultant to a primecontractor or subcontractor, any system, component or services which is the subject of the workto be performed under this contract. This exclusion does not apply to any recompetition for thosesystems, components or services furnished pursuant to this contract. As provided in FAR9.505-2, if the Government procures the system, component, or services on the basis of workstatements growing out of the effort performed under this contract, from a source other than thecontractor, subcontractor, affiliate, or assign of either, during the course of performance of thiscontract or before the three year period following completion of this contract has lapsed, theContractor may, with the authorization of the cognizant Contracting Officer, participate in asubsequent procurement for the same system, component, or service. In other words, theContractor may be authorized to compete for procurement(s) for systems, components orservices subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizationalconflict of interest, it shall make immediate and full disclosure in writing to the ContractingOfficer. The notification shall include a description of the actual or potential organizationalconflict of interest, a description of the action which the Contractor has taken or proposes to taketo avoid, mitigate, or neutralize the conflict, and any other relevant information that would assistthe Contracting Officer in making a determination on this matter. Notwithstanding thisnotification, the Government may terminate the contract for the convenience of the Governmentif determined to be in the best interest of the Government.

(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have beenaware, of an organizational conflict of interest prior to the award of this contract or becomes, orshould become, aware of an organizational conflict of interest after award of this contract anddoes not make an immediate and full disclosure in writing to the Contracting Officer, theGovernment may terminate this contract for default.(h) If the Contractor takes any action prohibited by this requirement or fails to take actionrequired by this requirement, the Government may terminate this contract for default.

(i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potentialorganizational conflict of interest shall be final.

(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketingor selling to the United States Government its product lines in existence on the effective date of




PAGE 25 of 62

FINAL

this contract; nor, shall this requirement preclude the Contractor from participating in anyresearch and development or delivering any design development model or prototype of any suchequipment. Additionally, sale of catalog or standard commercial items are exempt from thisrequirement.

(k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been taskedto evaluate or advise the Government concerning its own products or activities or those of acompetitor in order to ensure proper safeguards exist to guarantee objectivity and to protect theGovernment's interest.

(l) The Contractor shall include this requirement in subcontracts of any tier which involve accessto information or situations/conditions covered by the preceding paragraphs, substituting"subcontractor" for "contractor" where appropriate.

(m) The rights and remedies described herein shall not be exclusive and are in addition to otherrights and remedies provided by law or elsewhere included in this contract.

(n) Compliance with this requirement is a material requirement of this contract.




PAGE 26 of 62

FINAL

SECTION D PACKAGING AND MARKING

Packing and Marking shall be in accordance with Section D of the base contract.

COR: Michael HallNaval Surface Warfare Center (NSWC) Carderock9500 MacArthur BlvdWest Bethesda, MD 20817-5700301-227-4167All Deliverables shall be packaged and marked IAW Best Commercial Practice.




PAGE 27 of 62

FINAL

SECTION E INSPECTION AND ACCEPTANCE

Inspection and Acceptance shall be performed by the Government at destination by the Contracting Officer'sRepresentative.




PAGE 28 of 62

FINAL

SECTION F DELIVERABLES OR PERFORMANCE

The periods of performance for the following Items are as follows:

7000 8/21/2015 - 8/20/2016

7001 8/21/2015 - 8/20/2016

7002 8/21/2015 - 8/20/2016

7003 8/21/2015 - 8/20/2016

7100 8/21/2016 - 8/20/2017

7101 8/21/2016 - 8/20/2017

7102 8/21/2016 - 8/20/2017

7103 12/16/2016 - 8/20/2017

7200 8/21/2017 - 8/20/2018

7201AA 8/21/2017 - 8/20/2018

7201AB 8/21/2017 - 8/20/2018

7201AC 8/21/2017 - 8/20/2018

7201AD 9/27/2017 - 8/20/2018

7201AE 9/27/2017 - 8/20/2018

7201AF 11/30/2017 - 8/20/2018

7201AG 11/30/2017 - 8/20/2018

7201AH 12/26/2017 - 8/20/2018

7201AJ 3/16/2018 - 8/20/2018

7201AK 3/16/2018 - 8/20/2018

7201AL 5/18/2018 - 8/20/2018

7201AM 7/31/2018 - 8/20/2018

7300 8/21/2018 - 8/20/2019

7301AA 9/25/2018 - 8/20/2019

7301AB 8/24/2018 - 8/20/2019

7301AC 8/24/2018 - 11/20/2019

7301AD 8/24/2018 - 8/20/2019

7301AE 9/25/2018 - 8/20/2019

7301AF 12/10/2018 - 11/20/2019

7301AH 1/25/2019 - 8/20/2019

7301AJ 1/25/2019 - 8/19/2019

7301AK 4/22/2019 - 8/20/2019

7301AL 4/22/2019 - 8/20/2019

7301AM 5/13/2019 - 8/20/2019

7301AN 7/19/2019 - 8/20/2019

7400 8/21/2019 - 8/20/2020

7401AA 8/21/2019 - 8/20/2020

7401AB 8/21/2019 - 8/20/2020

7401AC 8/21/2019 - 8/20/2020

7401AD 8/21/2019 - 8/20/2020




PAGE 29 of 62

FINAL

9000 8/21/2015 - 8/20/2016

9001 8/21/2015 - 8/20/2016

9002 8/21/2015 - 8/20/2016

9003 8/21/2015 - 8/20/2016

9100 8/21/2016 - 8/20/2017

9101 8/21/2016 - 8/20/2017

9200 8/21/2017 - 8/20/2018

9201AA 8/21/2017 - 8/20/2018

9201AB 8/21/2017 - 8/20/2018

9201AC 8/21/2017 - 8/20/2018

9201AD 11/30/2017 - 8/20/2018

9201AE 11/30/2017 - 8/20/2018

9201AF 12/26/2017 - 8/20/2018

9201AG 3/16/2018 - 8/20/2018

9201AK 3/16/2018 - 8/20/2018

9300 8/21/2018 - 8/20/2019

9301AB 8/24/2018 - 8/20/2019

9301AC 8/24/2018 - 8/20/2019

9301AD 8/24/2018 - 8/20/2019

9301AE 9/25/2018 - 8/20/2019

9301AF 12/10/2018 - 11/20/2019

9301AG 1/25/2019 - 8/20/2019

9301AH 1/25/2019 - 8/20/2019

9301AJ 1/25/2019 - 8/20/2019

9301AK 4/22/2019 - 8/20/2019

9400 8/21/2019 - 8/20/2020

9401AA 8/21/2019 - 8/20/2020

9401AB 8/21/2019 - 8/20/2020

9401AC 8/21/2019 - 8/20/2020

CLIN - DELIVERIES OR PERFORMANCE

DODAAC: N00167COR: Michael HallNaval Surface Warfare Center (NSWC) Carderock9500 MacArthur BlvdWest Bethesda, MD 20817-5700Email: [email protected] / Phone: 301-227-4167

52.211-8 TIME OF DELIVERY (JUN 1997)

(a) The Government requires delivery to be made according to the following schedule:

ITEM NO. QUANTITY WITHIN DAYS AFTER DATE OF TASK ORDER

7000 & 9000 ALL 12 MONTHS AFTER THE EFFECTIVE DATE




PAGE 30 of 62

FINAL


OF THE TASK ORDER ASSUMING INCREMENTAL FUNDING IS PROVIDED

7100 &9100 ALL 12 MONTHS AFTER THE EFFECTIVE DATE OF THE OPTION EXCERCISED MODIFICATION ASSUMING INCREMENTAL FUNDING IS PROVIDED

7200 & 9200 ALL 12 MONTHS AFTER THE EFFECTIVE DATE OF THE OPTION EXCERCISED MODIFICATION ASSUMING INCREMENTAL FUNDING IS PROVIDED

7300 & 9300 ALL 12 MONTHS AFTER THE EFFECTIVE DATE OF THE MODIFICATION EXERCISING THE TERM IF EARNED AND ASSUMING INCREMENTAL FUNDING PROVIDED

7400 & 9400 ALL 12 MONTHS AFTER THE EFFECTIVE DATE OF THE MODIFICATION EXERCISING THE TERM IF EARNED AND ASSUMING INCREMENTAL FUNDING PROVIDED

(End of clause)




PAGE 31 of 62

FINAL

SECTION G CONTRACT ADMINISTRATION DATA

Contracting Officer RepresentativeMichael Hall9500 MacArthur Blvd.West Bethesda, MD 20817-5700301-227-4167

DFARS PGI Payment Instructions (See DFARS PGI 204.7108(b)(2))

Contract/OrderPayment Clause

Type of PaymentRequest Supply Service Construction

Payment Office

Allocation Method

52.212-4 (Alt I),Contract Terms andConditions—Commercial Items

52.216-7, AllowableCost and Payment

52.232-7, Paymentsunder Time-and-Materials andLabor-HourContracts

Cost Voucher X X N/A Line item specificproration. If there ismore than oneACRN within adeliverable line ordeliverable sublineitem, the funds willbe allocated in thesame proportion asthe amount offunding currentlyunliquidated for eachACRN on thedeliverable line ordeliverable sublineitem for whichpayment isrequested.

52.232-1, Payments Navy ShipbuildingInvoice (FixedPrice)

X N/A N/A Line Item specific byfiscal year. If there ismore than oneACRN within adeliverable line ordeliverable sublineitem, the funds willbe allocated usingthe oldest funds. Inthe event of adeliverable line ordeliverable sublineitem with twoACRNs with thesame fiscal year,




PAGE 32 of 62

FINAL

those amounts willbe prorated to theavailableunliquidated fundsfor that year.

52.232-1, Payments;

52.232-2, Paymentsunder Fixed-PriceResearch andDevelopmentContracts;

52.232-3, Paymentsunder PersonalServices Contracts;

52.232-4, Paymentsunder TransportationContracts andTransportation-Related ServicesContracts; and

52.232-6, PaymentsunderCommunicationService Contractswith CommonCarriers

Invoice X X N/A Line Item Specificproration. If there ismore than oneACRN within adeliverable line ordeliverable sublineitem, the funds willbe allocated in thesame proportion asthe amount offunding currentlyunliquidated for eachACRN on thedeliverable line ordeliverable sublineitem for whichpayment isrequested.

52.232-5, PaymentsUnder Fixed-PriceConstructionContracts

ConstructionPayment Invoice

N/A N/A X Line Item specific byfiscal year. If there ismore than oneACRN within adeliverable line ordeliverable sublineitem, the funds willbe allocated usingthe oldest funds. Inthe event of adeliverable line ordeliverable sublineitem with twoACRNs with thesame fiscal year,those amounts will




PAGE 33 of 62

FINAL

be prorated to theavailableunliquidated fundsfor that year.

52.232-16, ProgressPayments

Progress Payment* X X N/A Contract-wideproration. Fundsshall be allocated inthe same proportionas the amount offunding currentlyunliquidated for eachACRN. ProgressPayments areconsidered contractlevel financing, andthe “contract price”shall reflect the fixedprice portion of thecontract per FAR32.501-3.

52.232-29, Terms forFinancing ofPurchases ofCommercial Items;

52.232-30,Installment Paymentsfor CommercialItems

Commercial ItemFinancing*

X X N/A Specified inapproved payment.The contractingofficer shall specifythe amount to bepaid and theaccount(s) to becharged for eachpayment approval inaccordance with FAR32.207(b)(2) and32.1007(b)(2).

52.232-32,Performance-BasedPayments

Performance-BasedPayments*

X X N/A Specified inapproved payment.The contractingofficer shall specifythe amount to bepaid and theaccount(s) to becharged for eachpayment approval inaccordance with FAR32.207(b)(2) and32.1007(b)(2).




PAGE 34 of 62

FINAL

252.232-7002,Progress Paymentsfor Foreign MilitarySales Acquisitions

Progress Payment* X X N/A Allocate costs amongline items andcountries in a manneracceptable to theAdministrativeContracting Officer.

*Liquidation of Financing Payments. Liquidation will be applied by the payment office againstthose ACRNs which are identified by the payment instructions for the delivery payment and inkeeping with the liquidation provision of the applicable contract financing clause (i.e., progresspayment, performance-based payment, or commercial item financing).

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause—

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

“Document type” means the type of payment request or receiving report available for creation in Wide AreaWorkFlow (WAWF).

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

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor paymentrequests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of PaymentRequests and Receiving Reports.

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

(1) Have a designated electronic business point of contact in the Central Contractor Registration athttps://www.acquisition.gov; and

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

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-BasedTraining Course and use the Practice Training Site before submitting payment requests through WAWF. Both canbe accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/

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

(f) WAWF payment instructions. The Contractor must use the following information when submittingpayment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Cost Voucher

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptancelocation(s) in WAWF, as specified by the contracting officer.

Destination




PAGE 35 of 62

FINAL

http://www.acq.osd.mil/dpap/dars/dfars/html/current/252232.htm#252.232-7003

https://www.acquisition.gov/

https://wawf.eb.mil/

https://wawf.eb.mil/

(3) Document routing. The Contractor shall use the information in the Routing Data Table below onlyto fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF Data to be entered in WAWFPay Official DoDAAC HQ0338Issue By DoDAAC N00167Admin DoDAAC S2404AShip To Code N00167Service Approver (DoDAAC) N00167DCAA Auditor DoDAAC HAA721

(4) Payment request and supporting documentation. The Contractor shall ensure a payment requestincludes appropriate contract line item and subline item descriptions of the work performed or supplies delivered,unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARSAppendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the e-mail address identified below in the“Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

[email protected] (g) WAWF point of contact.

(1) The Contractor may obtain clarification regarding invoicing in WAWF from the followingcontracting activity’s WAWF point of contact. [email protected]

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.(End of clause)

HQ G-2-0009, Supplemental Instructions Regarding Electronic Invoicing (NAVSEA) (SEP 2012)

(a) The Contractor agrees to segregate costs incurred under this contract/task order (TO), as applicable, at thelowest level of performance, either at the technical instruction (TI), sub line item number (SLIN), or contract lineitem number (CLIN) level, rather than on a total contract/TO basis, and to submit invoices reflecting costsincurred at that level. Supporting documentation in Wide Area Workflow (WAWF) for invoices shall includesummaries of work charged during the period covered as well as overall cumulative summaries by individual laborcategories, rates, and hours (both straight time and overtime) invoiced; as well as, a cost breakdown of other directcosts (ODCs), materials, and travel, by TI, SLIN, or CLIN level. For other than firm fixed price subcontractors,subcontractors are also required to provide labor categories, rates, and hours (both straight time and overtime)invoiced; as well as, a cost breakdown of ODCs, materials, and travel invoiced. Supporting documentation maybe encrypted before submission to the prime contractor for WAWF invoice submittal. Subcontractors may emailencryption code information directly to the Contracting Officer (CO) and Contracting Officer Representative(COR). Should the subcontractor lack encryption capability, the subcontractor may also email detailed supportingcost information directly to the CO and COR; or other method as agreed to by the CO.

(b) Contractors submitting payment requests and receiving reports to WAWF using either Electronic DataInterchange (EDI) or Secure File Transfer Protocol (SFTP) shall separately send an email notification to the CORand CO on the same date they submit the invoice in WAWF. No payments shall be due if the contractor does not




PAGE 36 of 62

FINAL



provide the COR and CO email notification as required herein.

Accounting Data




PAGE 42 of 62

FINAL

SECTION H SPECIAL CONTRACT REQUIREMENTS

5252.232-9104 ALLOTMENT OF FUNDS (JAN 2008)

(a) This contract is incrementally funded with respect to both cost and fee. The amount(s)presently available and allotted to this contract for payment of fee for incrementally fundedcontract line item number/contract sub-line item number (CLIN/SLIN), subject to the clauseentitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE" (FAR 52.216-10), as appropriate,is specified below. The amount(s) presently available and allotted to this contract for payment ofcost for incrementally funded CLINs/SLINs is set forth below. As provided in the clause of thiscontract entitled "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs coveredthereby, and the period of performance for which it is estimated the allotted amount(s) will coverare as follows:

ESTIMATEDITEM(S) ALLOTED TO COST ALLOTTED TO FEE PERIOD OF PERFORMANCE SEE SECTIONS B AND F

(b) The parties contemplate that the Government will allot additional amounts to this contractfrom time to time for the incrementally funded CLINs/SLINs by unilateral contract modification,and any such modification shall state separately the amount(s) allotted for cost, the amount(s)allotted for fee, the CLINs/SLINs covered thereby, and the period of performance which theamount(s) are expected to cover.

(c) CLINs/SLINs are fully funded and performance under these CLINs/SLINs is subject to theclause of this contract entitled "LIMITATION OF COST" (FAR 52.232-20).

(d) The Contractor shall segregate costs for the performance of incrementally fundedCLINs/SLINs from the costs of performance of fully funded CLINs/SLINs.

(End of Text)

5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999)

(a) Performance of the work hereunder may be subject to written technical instructions signed bythe Contracting Officer's Representative specified in Section G of this contract. As used herein,technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, shift workemphasis, fill in details or otherwise serve to accomplish the contractual statement of work.

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

(b) Technical instructions must be within the general scope of work stated in the contract. Technical instructions may not be used to: (1) assign additional work under the contract; (2) direct achange as defined in the "CHANGES" clause of this contract; (3) increase or decrease the contractprice or estimated contract amount (including fee), as applicable, the level of effort, or the timerequired for contract performance; or (4) change any of the terms, conditions or specifications of the




PAGE 47 of 62

FINAL

contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope ofthe contract or is inconsistent with this requirement, the Contractor shall notify the ContractingOfficer in writing within ten (10) working days after the receipt of any such instruction. TheContractor shall not proceed with the work affected by the technical instruction unless and until theContractor is notified by the Contracting Officer that the technical instruction is within the scopeof this contract.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor fromperforming that portion of the contractual work statement which is not affected by the disputedtechnical instruction.

(End of Text)

CAR H11 – CONTRACTOR PERSONNEL SECURITY REQUIREMENTS (MAR 2014)

a. In accordance with SECNAV M-5510.30 Chapters 5 and 6, all Contractor personnel thatrequire access to Department of Navy (DON) information systems and/or work on-site aredesignated Non-Critical Sensitive/IT-II positions, which require an open investigation orfavorable adjudicated National Agency Check (NACLC) by the Industrial Security ClearanceOffice (DISCO). Investigations should be completed using the SF- 86 Form and the SF-87 fingerprint card. An interim clearance can be granted by the company Security Officer and recorded inthe Joint Personnel Adjudication System (JPAS). An open or closed investigation with afavorable adjudication is required prior to issuance of a badge providing access to NSWCCDsites and buildings. If an unfavorable adjudication is determined by DISCO all access willterminated. For Common Access Card (CAC) card you must have a favorably adjudicatedinvestigation, or a final security clearance. A CAC Card will not be issued to contractors whohas an interim security clearance.

b. Within 30 days after contract award, the Contractor shall submit a list of all Contractorpersonnel, including subcontractor employees, who will have access to DON informationsystems and/or work on-site at one of the NSWCCD sites. The Contractor shall [email protected] to obtain the excel file that outlines the required format andcontent of the list. The Contractor will provide each employee's first name, last name, contractnumber, the NSWCCD technical code, work location, whether or not the employee has a CACcard and/or swipe card, the systems the employee can access (i.e., NMCI, RDT&E), and thename of the Contractor's local point of contact, phone number and email address. The excel fileshall be submitted via email to [email protected] and the Contracting Officer'sRepresentative (COR) or Task Order Manager (TOM). Throughout the period of performance ofthe contract, the Contractor shall immediately provide an updated spreadsheet [email protected] and the COR/TOM when any Contractor personnel changesoccur.H-5 Task Order Process.

Ombudsman Description.

The Local Warfare Center Site Deputy for Small Business has been designated as the NAVSEA




PAGE 48 of 62

FINAL


and related Program Executive Offices Ombudsman for this contract. The NSWCCDOmbudsman will review complaints from the contractors and ensure that all contractors areafforded a fair opportunity to be considered, consistent with the procedures in the contract.Complaints to the NSWCCD Ombudsman must be forwarded to:

Ms. Irene KatacinskiEmail: [email protected]: 215-897-7596

SEA 5252.216-9122 LEVEL OF EFFORT (DEC 2000)

(a) The Contractor agrees to provide the total level of effort specified in the next sentence inperformance of the work described in Sections B and C of this contract. The total level ofeffort for the performance of this contract shall be total man-hours of direct labor per yearfor a total of man-hours (assuming all options are exercised), including subcontractordirect labor for those subcontractors specifically identified in the Contractor's proposal as havinghours included in the proposed level of effort.

(b) Of the total man-hours of direct labor set forth above, it is estimated that man-hours areuncompensated effort. Uncompensated effort is defined as hours provided by personnel in excessof 40 hours per week without additional compensation for such excess work. All other effort isdefined as compensated effort. If no effort is indicated in the first sentence of this paragraph,uncompensated effort performed by the Contractor shall not be counted in fulfillment of the levelof effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shallonly include effort performed in direct support of this contract and shall not include time andeffort expended on such things as (local travel to and from an employee's usual work location),uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) atan employee's residence or other non-work locations (except as provided in paragraph (j) below),or other time and effort which does not have a specific and directcontribution to the tasks described in Sections B and C.

(d) The level of effort for this contract shall be expended at an average rate ofapproximately hours per week. It is understood and agreed that the rate of man hours permonth may fluctuate in pursuit of the technical objective, provided such fluctuation does notresult in the use of the total man-hours of effort prior to the expiration of the term hereof, exceptas provided in the following paragraph.

(e) If, during the term hereof, the Contractor finds it necessary to accelerate the expenditureof direct labor to such an extent that the total man-hours of effort specified above would beused 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, andan offer to undertake the acceleration at no increase in the estimated cost or fee togetherwith an offer, setting forth a proposed level of effort, cost breakdown, and proposed fee, forcontinuation of the work until expiration of the term hereof. The offer shall provide that thework proposed will be subject to the terms and conditions of this contract and any additionsor changes required by then current law, regulations, or directives, and that the offer, with awritten notice of acceptance by the Contracting Officer, shall constitute a binding contract.




PAGE 49 of 62

FINAL


The Contractor shall not accelerate any effort until receipt of such written approval by theContracting Officer. Any agreement to accelerate will be formalized by contractmodification.

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

(g) If the total level of effort specified in paragraph (a) above is not provided by theContractor during the period of this contract, the Contracting Officer, at its sole discretion,shall either (i) reduce the fee of this contract as follows:

Fee Reduction = Fee (Required LOE - Expended LOE) Required LOE

or (ii) subject to the provisions of the clause of this contract entitled "LIMITATION OFCOST" (FAR 52.232-20) or "LIMITATION OF COST (FACILITIES)" (FAR 52.232-21),as applicable, require the Contractor to continue to perform the work until the total numberof man-hours of direct labor specified in paragraph (a) above shall have been expended, atno increase in the fee of this contract.

(h) The Contractor shall provide and maintain an accounting system, acceptable to theAdministrative Contracting Officer and the Defense Contract Audit Agency (DCAA), whichcollects costs incurred and effort (compensated and uncompensated, if any) provided infulfillment of the level of effort obligations of this contract. The Contractor shall indicate oneach invoice the total level of effort claimed during the period covered by the invoice,separately identifying compensated effort and uncompensated effort, if any.

(i) Within 45 days after completion of the work under each separately identified periodof performance hereunder, the Contractor shall submit the following information in writing tothe Contracting Officer with copies to the cognizant Contract Administration Office and to theDCAA office to which vouchers are submitted: (1) the total number of man-hours of direct laborexpended during the applicable period; (2) a breakdown of this total showing the number ofman-hours expended in each direct labor classification and associated direct and indirect costs;(3) a breakdown of other costs incurred; and (4) the Contractor's estimate of the total allowablecost incurred under the contract for the period. Within 45 days after completion of the workunder the contract, the Contractor shall submit, in addition, in the case of a cost underrun; (5) theamount by which the estimated cost of this contract may be reduced to recover excess funds and,in the case of an underrun in hours specified as the total level of effort; and (6) a calculation ofthe appropriate fee reduction in accordance with this clause. All submissions shall includesubcontractor information.

(j) Unless the Contracting Officer determines that alternative worksite arrangements aredetrimental to contract performance, the Contractor may perform up to 10% of the hours atan alternative worksite, provided the Contractor has a company-approved alternative worksiteplan. The primary worksite is the traditional “main office” worksite. An alternative worksitemeans an employee’s residence or a telecommuting center. A telecommuting center is a




PAGE 50 of 62

FINAL

geographically convenient office setting as an alternative to an employee’s main office. TheGovernment reserves the right to review the Contractor’s alternative worksite plan. In the eventperformance becomes unacceptable, the Contractor will be prohibited from counting the hoursperformed at the alternative worksite in fulfilling the total level of effort obligations of thecontract. Regardless of work location, all contract terms and conditions, including securityrequirements and labor laws, remain in effect. The Government shall not incur any additionalcost nor provide additional equipment for contract performance as a result of the Contractor’selection to implement an alternative worksite plan.

(k) Notwithstanding any of the provisions in the above paragraphs, the Contractor mayfurnish man-hours up to five percent in excess of the total man-hours specified in paragraph(a) above, provided that the additional effort is furnished within the term hereof, andprovided further that no increase in the estimated cost or fee is required.

(End of Text)




PAGE 51 of 62

FINAL

SECTION I CONTRACT CLAUSES

52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS (DEC 2010)


“Commercial item” has the meaning contained Federal Acquisition Regulation 2.101,Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, oraffiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require itssubcontractors at all tiers to incorporate, commercial items or nondevelopmental items ascomponents of items to be supplied under this contract.

(c)

(1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Apr 2010) (Pub. L. 110-252,Title VI, Chapter 1 (41 U.S.C. 251 note)), if the subcontract exceeds $5,000,000 and has aperformance period of more than 120 days. In altering this clause to identify the appropriateparties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shallbe directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Actof 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under theRecovery Act.

(iii) 52.219-8, Utilization of Small Business Concerns (Dec 2010) (15 U.S.C. 637(d)(2) and (3)),if the subcontract offers further subcontracting opportunities. If the subcontract (exceptsubcontracts to small business concerns) exceeds $650,000 ($1.5 million for construction of anypublic facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offersubcontracting opportunities.

(iv) 52.222-26, Equal Opportunity (Mar 2007) (E.O. 11246).

(v) 52.222-35, Equal Opportunity for Veterans (Sep 2010) (38 U.S.C. 4212(a));

(vi) 52.222-36, Affirmative Action for Workers with Disabilities (Oct 2010) (29 U.S.C. 793).

(vii) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause52.222-40.

(viii) 52.222-50, Combating Trafficking in Persons (Feb 2009) (22 U.S.C. 7104(g)).

(ix) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46




PAGE 52 of 62

FINAL

U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph(d) of FAR clause 52.247-64.

(2) While not required, the Contractor may flow down to subcontracts for commercial items aminimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), insubcontracts awarded under this contract.

(End of Clause)

252.204-7000 DISCLOSURE OF INFORMATION (DEC 1991)

(a) The Contractor shall not release to anyone outside the Contractor's organization anyunclassified information, regardless of medium (e.g., film, tape, document), pertaining to anypart of this contract or any program related to this contract, unless—

(1) The Contracting Officer has given prior written approval; or

(2) The information is otherwise in the public domain before the date of release.

(b) Requests for approval shall identify the specific information to be released, the medium to beused, and the purpose for the release. The Contractor shall submit its request to the ContractingOfficer at least 45 days before the proposed date for release.

(c) The Contractor agrees to include a similar requirement in each subcontract under thiscontract. Subcontractors shall submit requests for authorization to release through the primecontractor to the Contracting Officer.

(End of Clause)

52.216-10 Incentive Fee.

Incentive Fee (Mar 1997)

(a) General. The Government shall pay the Contractor for performing this contract a feedetermined as provided in this contract.

(b) Target cost and target fee. The target cost and target fee specified in the Schedule are subjectto adjustment if the contract is modified in accordance with paragraph (d) of this clause.

(1) “Target cost,” as used in this contract, means the estimated cost of this contract as initiallynegotiated, adjusted in accordance with paragraph (d) of this clause.

(2) “Target fee,” as used in this contract, means the fee initially negotiated on the assumption thatthis contract would be performed for a cost equal to the estimated cost initially negotiated,adjusted in accordance with paragraph (d) of this clause.




PAGE 53 of 62

FINAL

(c) Withholding of payment. Normally, the Government shall pay the fee to the Contractor asspecified in the Schedule. However, when the Contracting Officer considers that performance orcost indicates that the Contractor will not achieve target, the Government shall pay on the basisof an appropriate lesser fee. When the Contractor demonstrates that performance or cost clearlyindicates that the Contractor will earn a fee significantly above the target fee, the Governmentmay, at the sole discretion of the Contracting Officer, pay on the basis of an appropriate higherfee. After payment of 85 percent of the applicable fee, the Contracting Officer may withholdfurther payment of fee until a reserve is set aside in an amount that the Contracting Officerconsiders necessary to protect the Government’s interest. This reserve shall not exceed15 percent of the applicable fee or $100,000, whichever is less. The Contracting Officer shallrelease 75 percent of all fee withholds under this contract after receipt of the certified finalindirect cost rate proposal covering the year of physical completion of this contract, provided theContractor has satisfied all other contract terms and conditions, including the submission of thefinal patent and royalty reports, and is not delinquent in submitting final vouchers on prior years’settlements. The Contracting Officer may release up to 90 percent of the fee withholds under thiscontract based on the Contractor’s past performance related to the submission and settlement offinal indirect cost rate proposals.

(d) Equitable adjustments. When the work under this contract is increased or decreased by amodification to this contract or when any equitable adjustment in the target cost is authorizedunder any other clause, equitable adjustments in the target cost, target fee, minimum fee, andmaximum fee, as appropriate, shall be stated in a supplemental agreement to this contract.

(e) Fee payable.

(1) The fee payable under this contract shall be the target fee increased by $.50 cents for everydollar that the total allowable cost is less than the target cost or decreased by $.50 cents for everydollar that the total allowable cost exceeds the target cost. In no event shall the fee be greaterthan 8% percent or less than 2% percent of the target cost.

(2) The fee shall be subject to adjustment, to the extent provided in paragraph (d) of this clause,and within the minimum and maximum fee limitations in paragraph (e)(1) of this clause, whenthe total allowable cost is increased or decreased as a consequence of—

(i) Payments made under assignments; or

(ii) Claims excepted from the release as required by paragraph (h)(2) of the Allowable Cost andPayment clause.

(3) If this contract is terminated in its entirety, the portion of the target fee payable shall not besubject to an increase or decrease as provided in this paragraph. The termination shall beaccomplished in accordance with other applicable clauses of this contract.

(4) For the purpose of fee adjustment, “total allowable cost” shall not include allowable costsarising out of—

(i) Any of the causes covered by the Excusable Delays clause to the extent that they are beyondthe control and without the fault or negligence of the Contractor or any subcontractor;

(ii) The taking effect, after negotiating the target cost, of a statute, court decision, written ruling,




PAGE 54 of 62

FINAL

or regulation that results in the Contractor’s being required to pay or bear the burden of any taxor duty or rate increase in a tax or duty;

(iii) Any direct cost attributed to the Contractor’s involvement in litigation as required by theContracting Officer pursuant to a clause of this contract, including furnishing evidence andinformation requested pursuant to the Notice and Assistance Regarding Patent and CopyrightInfringement clause;

(iv) The purchase and maintenance of additional insurance not in the target cost and required bythe Contracting Officer, or claims for reimbursement for liabilities to third persons pursuant tothe Insurance Liability to Third Persons clause;

(v) Any claim, loss, or damage resulting from a risk for which the Contractor has been relievedof liability by the Government Property clause; or

(vi) Any claim, loss, or damage resulting from a risk defined in the contract as unusuallyhazardous or as a nuclear risk and against which the Government has expressly agreed toindemnify the Contractor.

(5) All other allowable costs are included in “total allowable cost” for fee adjustment inaccordance with this paragraph (e), unless otherwise specifically provided in this contract.

(f) Contract modification. The total allowable cost and the adjusted fee determined as providedin this clause shall be evidenced by a modification to this contract signed by the Contractor andContracting Officer.

(g) Inconsistencies. In the event of any language inconsistencies between this clause andprovisioning documents or Government options under this contract, compensation for spare partsor other supplies and services ordered under such documents shall be determined in accordancewith this clause.

(End of clause)

52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000)

(a) The Government may extend the term of this contract by written notice to the Contractorprior to the expiration of the task order; provided that the Government gives the Contractor apreliminary written notice of its intent to extend at least 30 days before the contract expires. Thepreliminary notice does not commit the Government to an extension.

(b) If the Government exercises this option, the extended contract shall be considered to includethis option clause.

(c) The total duration of this contract, including the exercise of any options under this clause,shall not exceed five (5) years.

(End of Clause)

52.219-6 NOTICE OF TOTAL SMALL BUSINESS SET-ASIDE (NOV 2011)

(a) Definition. “Small business concern,” as used in this clause, means a concern, including its




PAGE 55 of 62

FINAL

affiliates, that is independently owned and operated, not dominant in the field of operation inwhich it is bidding on Government contracts, and qualified as a small business under the sizestandards in this solicitation.

(b) Applicability. This clause applies only to--

(1) Contracts that have been totally set aside or reserved for small business concerns; and

(2) Orders set aside for small business concerns under multiple-award contracts as described in 8.405-5 and 16.505(b)(2)(i)(F).*

(c) General.

(1) Offers are solicited only from small business concerns. Offers received from concerns that are not small business concerns shall be considered nonresponsive and will be rejected.

(2) Any award resulting from this solicitation will be made to a small business concern.

(d) Agreement. A small business concern submitting an offer in its own name shall furnish, inperforming the contract, only end items manufactured or produced by small business concerns inthe United States or its outlying areas. If this procurement is processed under simplifiedacquisition procedures and the total amount of this contract does not exceed $25,000, a smallbusiness concern may furnish the product of any domestic firm. This paragraph does not apply toconstruction or service contracts.

(End of Clause)

52.222-32 Payment for Overtime Premiums (July 1990)

(a) The use of overtime is authorized under this contract if the overtime premium does notexceed $0 or the overtime premium is paid for work—

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters,breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection withadministration, protection, transportation, maintenance, standby plant protection, operation ofutilities, or accounting;

(3) To perform tests, industrial processes, laboratory procedures, loading or unloading oftransportation conveyances, and operations in flight or afloat that are continuous in nature andcannot reasonably be interrupted or completed otherwise; or

(4) That will result in lower overall costs to the Government.

(b) Any request for estimated overtime premiums that exceeds the amount specified above shallinclude all estimated overtime for contract completion and shall—

(1) Identify the work unit; e.g., department or section in which the requested overtime will beused, together with present workload, staffing, and other data of the affected unit sufficient topermit the Contracting Officer to evaluate the necessity for the overtime;




PAGE 56 of 62

FINAL

(2) Demonstrate the effect that denial of the request will have on the contract delivery orperformance schedule;

(3) Identify the extent to which approval of overtime would affect the performance or paymentsin connection with other Government contracts, together with identification of each affectedcontract; and

(4) Provide reasons why the required work cannot be performed by using multishift operations orby employing additional personnel.

(End of clause)

252.204-7012 SAFEGUARDING OF UNCLASSIFIED CONTROLLED TECHNICALINFORMATION (NOV 2013)


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

“Attribution information” means information that identifies the Contractor, whether directly or indirectly, by thegrouping of information that can be traced back to the Contractor (e.g., program description or facility locations).

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

“Contractor information system” means an information system belonging to, or operated by or for, the Contractor.

“Controlled technical information” means technical information with military or space application that is subject tocontrols on the access, use, reproduction, modification, performance, display, release, disclosure, or dissemination.Controlled technical information is to be marked with one of the distribution statements B-through-F, inaccordance with DoD Instruction 5230.24, Distribution Statements on Technical Documents. The term does notinclude information that is lawfully publicly available without restrictions.

“Cyber incident” means actions taken through the use of computer networks that result in an actual or potentiallyadverse effect on an information system and/or the information residing therein.

“Exfiltration” means any unauthorized release of data from within an information system. This includes copyingthe data through covert network channels or the copying of data to unauthorized media.

“Media” means physical devices or writing surfaces including, but is not limited to, magnetic tapes, optical disks,magnetic disks, large-scale integration memory chips, and printouts onto which information is recorded, stored, orprinted within an information system.

“Technical information” means technical data or computer software, as those terms are defined in the clause atDFARS 252.227-7013, Rights in Technical Data-Non Commercial Items, regardless of whether or not the clause isincorporated in this solicitation or contract. Examples of technical information include research and engineeringdata, engineering drawings, and associated lists, specifications, standards, process sheets, manuals, technicalreports, technical orders, catalog-item identifications, data sets, studies and analyses and related information, andcomputer software executable code and source code.

(b) Safeguarding requirements and procedures for unclassified controlled technical information. TheContractor shall provide adequate security to safeguard unclassified controlled technical information from




PAGE 57 of 62

FINAL

http://www.acq.osd.mil/dpap/dars/dfars/html/current/252227.htm#252.227-7013

compromise. To provide adequate security, the Contractor shall—

(1) Implement information systems security in its project, enterprise, or company-wide unclassifiedinformation technology system(s) that may have unclassified controlled technical information resident on ortransiting through them. The information systems security program shall implement, at a minimum—

(i) The specified National Institute of Standards and Technology (NIST) Special Publication (SP)800-53 security controls identified in the following table; or

(ii) If a NIST control is not implemented, the Contractor shall submit to the Contracting Officer awritten explanation of how—

(A) The required security control identified in the following table is not applicable; or

(B) An alternative control or protective measure is used to achieve equivalent protection.

(2) Apply other information systems security requirements when the Contractor reasonably determinesthat information systems security measures, in addition to those identified in paragraph (b)(1) of this clause, maybe required to provide adequate security in a dynamic environment based on an assessed risk or vulnerability.

Table 1 -- Minimum Security Controls for Safeguarding

Minimum required security controls for unclassified controlled technical information requiring safeguarding inaccordance with paragraph (d) of this clause. (A description of the security controls is in the NIST SP 800-53,“Security and Privacy Controls for Federal Information Systems and Organizations” (http://csrc.nist.gov/publications/PubsSPs.html).)

AccessControl

AC-2

AC-3(4)

AC-4

AC-6

AC-7

AC-11(1)

AC-17(2)

AC-18(1)

AC-19

AC-20(1)

AC-20(2)

AC-22

Audit &Accountability

AU-2

AU-3

AU-6(1)

AU-7

AU-8

AU-9

IdentificationandAuthentication

IA-2

IA-4

IA-5(1)

Media Protection

MP-4

MP-6

System &CommProtection

SC-2

SC-4

SC-7

SC-8(1)

SC-13

SC-15

SC-28

Physical andEnvironmentalProtection

PE-2

PE-3

PE-5

IncidentResponse

IR-2

IR-4

IR-5

IR-6

ConfigurationManagement

CM-2

CM-6

CM-7

CM-8

ProgramManagement

PM-10

System &InformationIntegrity

SI-2Maintenance

MA-4(6)




PAGE 58 of 62

FINAL

http://csrc.nist.gov/publications/PubsSPs.html

MA-5

MA-6

SI-3

SI-4

Risk Assessment

RA-5

Awareness &Training

AT-2

ContingencyPlanning

CP-9

Legend: AC: Access Control MA: MaintenanceAT: Awareness and Training MP: Media ProtectionAU: Auditing and Accountability PE: Physical & Environmental ProtectionCM: Configuration Management PM: Program ManagementCP: Contingency Planning RA: Risk AssessmentIA: Identification and Authentication SC: System & Communications ProtectionIR: Incident Response SI: System & Information Integrity

(c) Other requirements. This clause does not relieve the Contractor of the requirements specified byapplicable statutes or other Federal and DoD safeguarding requirements for Controlled Unclassified Information(CUI) as established by Executive Order 13556, as well as regulations and guidance established pursuant thereto.

(d) Cyber incident and compromise reporting.

(1) Reporting requirement. The Contractor shall report as much of the following information as can beobtained to the Department of Defense via (http://dibnet.dod.mil/) within 72 hours of discovery of any cyberincident, as described in paragraph (d)(2) of this clause, that affects unclassified controlled technical informationresident on or transiting through the Contractor’s unclassified information systems:

(i) Data Universal Numbering System (DUNS).

(ii) Contract numbers affected unless all contracts by the company are affected.

(iii) Facility CAGE code if the location of the event is different than the prime Contractor location.

(iv) Point of contact if different than the POC recorded in the System for Award Management(address, position, telephone, email).

(v) Contracting Officer point of contact (address, position, telephone, email).

(vi) Contract clearance level.

(vii) Name of subcontractor and CAGE code if this was an incident on a Sub-contractor network.

(viii) DoD programs, platforms or systems involved.




PAGE 59 of 62

FINAL

http://dibnet.dod.mil/

(ix) Location(s) of compromise.

(x) Date incident discovered.

(xi) Type of compromise (e.g., unauthorized access, inadvertent release, other).

(xii) Description of technical information compromised.

(xiii) Any additional information relevant to the information compromise.

(2) Reportable cyber incidents. Reportable cyber incidents include the following:

(i) A cyber incident involving possible exfiltration, manipulation, or other loss or compromise ofany unclassified controlled technical information resident on or transiting through Contractor’s, or itssubcontractors’, unclassified information systems.

(ii) Any other activities not included in paragraph (d)(2)(i) of this clause that allow unauthorizedaccess to the Contractor’s unclassified information system on which unclassified controlled technical informationis resident on or transiting.

(3) Other reporting requirements. This reporting in no way abrogates the Contractor’s responsibility foradditional safeguarding and cyber incident reporting requirements pertaining to its unclassified informationsystems under other clauses that may apply to its contract, or as a result of other U.S. Government legislative andregulatory requirements that may apply (e.g., as cited in paragraph (c) of this clause).

(4) Contractor actions to support DoD damage assessment. In response to the reported cyber incident, theContractor shall—

(i) Conduct further review of its unclassified network for evidence of compromise resulting from acyber incident to include, but is not limited to, identifying compromised computers, servers, specific data andusers accounts. This includes analyzing information systems that were part of the compromise, as well as otherinformation systems on the network that were accessed as a result of the compromise;

(ii) Review the data accessed during the cyber incident to identify specific unclassified controlledtechnical information associated with DoD programs, systems or contracts, including military programs, systemsand technology; and

(iii) Preserve and protect images of known affected information systems and all relevantmonitoring/packet capture data for at least 90 days from the cyber incident to allow DoD to request information ordecline interest.

(5) DoD damage assessment activities. If DoD elects to conduct a damage assessment, the ContractingOfficer will request that the Contractor point of contact identified in the incident report at (d)(1) of this clauseprovide all of the damage assessment information gathered in accordance with paragraph (d)(4) of this clause. TheContractor shall comply with damage assessment information requests. The requirement to share files and imagesexists unless there are legal restrictions that limit a company's ability to share digital media. The Contractor shallinform the Contracting Officer of the source, nature, and prescription of such limitations and the authorityresponsible.

(e) Protection of reported information. Except to the extent that such information is lawfully publiclyavailable without restrictions, the Government will protect information reported or otherwise provided to DoDunder this clause in accordance with applicable statutes, regulations, and policies. The Contractor shall identifyand mark attribution information reported or otherwise provided to the DoD. The Government may useinformation, including attribution information and disclose it only to authorized persons for purposes and activitiesconsistent with this clause.

(f) Nothing in this clause limits the Government’s ability to conduct law enforcement or counterintelligence




PAGE 60 of 62

FINAL

activities, or other lawful activities in the interest of homeland security and national security. The results of theactivities described in this clause may be used to support an investigation and prosecution of any person or entity,including those attempting to infiltrate or compromise information on a contractor information system in violationof any statute.

(g) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (g), in allsubcontracts, including subcontracts for commercial items.

(End of clause)




PAGE 61 of 62

FINAL

SECTION J LIST OF ATTACHMENTS

Exhibit A - Contract Data Requirements List (CDRLs)

Attachment 1 - Reserved

Attachment 2 - Incurred Cost Report

Attachment 3 - Burn Rate Analysis Report

Attachment 4- Award Term Plan

Attachment 5 - DD Form 254

Attachment 6 - Reserved

Attachment 7 - COR Appointment Letter (Hall)




PAGE 62 of 62

FINAL