PARTIAL FINAL COMPLETE PARTIAL FULL...Share Line Government Underrun Share Line 7002 Cooperative Engagement Capability, IAW Section C, PWS $1,674,749.00 7002AA AJ44 CLIN 7002 Holding

1. CONTRACT NO.

N00178-04-D-40422. DELIVERY ORDER NO.

00293. EFFECTIVE DATE

2015 Mar 234. PURCH REQUEST NO.

See Section G5. PRIORITY

DO-A76. ISSUED BY CODEN00178 7. ADMINISTERED BY CODE S2101A 8. DELIVERY FOB

NSWC, DAHLGREN DIVISION17632 Dahlgren Road Suite 157Dahlgren VA 22448-5110

DCMA Baltimore217 EAST REDWOOD STREET, SUITE 1800BALTIMORE MD 21202-5299

DESTINATION

OTHER

(See Schedule if other)

9. CONTRACTOR CODE34157 FACILITY 10. DELIVER TO FOB POINT BY (Date)

See Schedule11. X IF BUSINESS IS

URS Federal Technical Services, Inc.20501 Seneca Meadows Parkway Suite 300Germantown MD 20876-7007

SMALL

12. DISCOUNT TERMS

Net 30 DaysWIDE AREA WORK FLOW

SMALLDISADVANTAGED

WOMEN-OWNED

13. MAIL INVOICES TO THE ADDRESS IN BLOCK

See Section G14. SHIP TO CODE 15. PAYMENT WILL BE MADE BY CODE HQ0338 MARK ALL

PACKAGES ANDPAPERS WITH

IDENTIFICATIONNUMBERS IN

BLOCKS 1 AND 2.

See Section D DFAS Columbus Center,South Entitlement OperationsP.O. Box 182264Columbus OH 43218-2264

16.TYPE

OFORDER

DELIVERY/CALL

XThis delivery order/call is issued on another Government agency or in accordance with and subject to terms and conditions of numbered contract.

PURCHASE Reference your furnish the following on terms specified herein.

ACCEPTANCE. THE CONTRACTOR HEREBY ACCEPTS THE OFFER REPRESENTED BY THE NUMBERED PURCHASE ORDER AS IT MAY PREVIOUSLYHAVE BEEN OR IS NOW MODIFIED, SUBJECT TO ALL OF THE TERMS AND CONDITIONS SET FORTH, AND AGREES TO PERFORM THE SAME.

URS Federal Technical Services, Inc. La Juan Carter Contracts Manager

_____________________________________ _____________________________________ ______________________________________________ ____________________________NAME OF CONTRACTOR SIGNATURE TYPED NAME AND TITLE DATE SIGNED

(YYYYMMDD)

If this box is marked, supplier must sign Acceptance and return the following number of copies:

17. ACCOUNTING AND APPROPRIATION DATA/LOCAL USE

See Schedule18. ITEM NO. 19. SCHEDULE OF SUPPLIES/SERVICES 20. QUANTITY

ORDERED/ACCEPTED *

21. UNIT 22. UNIT PRICE 23. AMOUNT

See Schedule

*If quantity accepted by the Government is sameas quantity ordered, indicate by X. If different,enter actual quantity accepted below quantityordered and encircle.

24. UNITED STATES OF AMERICA 25. TOTAL $3,964,005.0026.DIFFERENCES

BY: 03/11/2015CONTRACTING/ORDERING OFFICER

27a. QUANTITY IN COLUMN 20 HAS BEEN

INSPECTED RECEIVED ACCEPTED, AND CONFORMS TOTHE CONTRACT EXCEPT ASNOTED: ___ ___________________________________________________

b. SIGNATURE OF AUTHORIZED GOVERNMENT REPRESENTATIVE

c. DATE

d. PRINTED NAME AND TITLE OF AUTHORIZED GOVERNMENTREPRESENTATIVE

e. MAILING ADDRESS OF AUTHORIZED GOVERNMENT REPRESENTATIVE

28. SHIP NO.

29. D.O. VOUCHER NO.

30. INITIALS

PARTIAL 32. PAID BY

33. AMOUNT VERIFIED CORRECT FOR

f. TELEPHONE

g. E-MAIL ADDRESS

FINAL

31. PAYMENT 34. CHECK NUMBER

36. I CERTIFY THIS ACCOUNT IS CORRECT AND PROPER FOR PAYMENT.

COMPLETE

a. DATE

b. SIGNATURE AND TITLE OF CERTIFYING OFFICER

PARTIAL 35. BILL OF LADING NO.

FULL

37. RECEIVED AT

38. RECEIVED BY (Print)

39. DATE RECEIVED

40. TOTALCON-TAINERS

41. S/R ACCOUNT NUMBER

42. S/R VOUCHER NO.

DD FORM 1155, DEC 2001 PREVIOUS EDITION IS OBSOLETE.

ORDER FOR SUPPLIES OR SERVICES (FINAL) PAGE 1 OF

2

GENERAL INFORMATION

Award is herby made to URS Federal Technical Services, Inc. (URS), on the basis of their initialproposal in response to Solicitation N00024-14-R-3193 dated 28 February 2014. Based on theproposal, the following items are incorporated into the award of this task order:

1. Section B: Additional CLINs have been unilaterally created to accommodate the new CLINstructure in which the CLINs are priced and the SLINs are informational. The first alpha SLINdesignated for each CLIN is a "holding SLIN" which will change with each incremental fundingmodification. Incremental funding is designated as alpha SLINs following the 'holding' SLIN.

2. Section F: The periods of performance have been revised to reflect an effective date of 23March 2015.

3. Section G: G.4 Ddl-G10, Government Contract Administration Points-of-Contact andResponsibilities has been completed.

4. Section G: G.5 Consent to Subcontract, is completed to include the subcontractors that areapproved on this task order.

5. Accounting Data is included at the end of Section G. All lines of accounting are listedsequentially under a heading that identifies the funding by SubCLIN (SLIN) level.

6. Section H: Clauses H.7 Ddl-H40 Funding Profile; H.8 NAVSEA 5252.232-9104 Allotment ofFunds; H.9 5252.216-9122, Level of Effort; and H.11 Savings Initiatives have been filled in.

7. Section J: The list of Attachments is updated to include the: Exhibit A (CDRLs); the DD254(Attachment J.1; COR Appointment Letter (Attachment J.2); and, the GFE List (Attachment J.4); aswell as to delete Attachments J.5 through J.13 as they pertained to the solicitation.

8. Upon award of this task order, this section will be used to identify the type of action (bilateral orunilateral) and authority of the modification. It will also summarize the nature of the modificationand identify the total current funded amount being obligated and the total funded value of the taskorder. A conformed copy of the task order is issued with each modification.

DISTRIBUTION:

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 AJ44 CLIN 7000 is now moved

to CLINs 7001, 7002

and 7003 (Fund Type -

TBD)

0.0 HR $0.00 $0.00 $0.00

Max Fee $0.00

Min Fee $0.00

Government

Overrun

Share Line

0.0

Government

Underrun

Share Line

0.0

7001 Shipboard Gridlock

with Automatic

Correlation , IAW

Section C, PWS

$657,937.00

7001AA AJ44 CLIN 7001 Holding SLIN

(Fund Type - OTHER)

7444.0 HR $496,776.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7001AB AJ44 SGS Support IAW

Section C of PWS (SCN)

1358.0 HR $90,600.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7001AC AJ44 SGS Support IAW

Section C of PWS

300.0 HR $20,000.00

CONTRACT NO.

N00178-04-D-4042 DELIVERY ORDER NO.

0029 PAGE

1 of 90 FINAL


(RDT&E)

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7001AD AJ44 SGS Support IAW

Section C of PWS

(RDT&E)

758.0 HR $50,561.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7002 Cooperative Engagement

Capability, IAW

Section C, PWS

$1,674,749.00


(Fund Type - OTHER)

23674.0 HR $1,579,877.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7002AB AJ44 CEC Support IAW

Section C of PWS

(O&MN,N)

450.0 HR $30,000.00

Max Fee

Min Fee

Government

Overrun

Share Line

CONTRACT NO.


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2 of 90 FINAL


Government

Underrun

Share Line

7002AC AJ44 CEC Support IAW

Section C of PWS 10

USC 2410a authority is

being invoked (O&MN,N)

972.0 HR $64,872.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7003 System Track

Manager/Track Server,

IAW Section C, PWS

$657,937.00


(Fund Type - OTHER)

8133.0 HR $542,733.00

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

7003AB AJ44 STM/TS Support IAW

Section C of PWS (WCF)

375.0 HR $25,000.00

Max Fee $2,184.00

Min Fee $728.00

Government

Overrun

Share Line

30.0

Government

Underrun

Share Line

70.0

7003AC AJ44 STM/TS Support IAW

Section C of PWS

(RDT&E)

1352.0 HR $90,204.00

Max Fee

Min Fee

CONTRACT NO.


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3 of 90 FINAL


Government

Overrun

Share Line

Government

Underrun

Share Line

For Cost Type / NSP Items

7099 Data Deliverable for the Base Period IAW Exhibit A, CDRLs. 1.0 LO NSP



7100 AJ44 Track Management

Support, IAW Section C,

PWS. (Fund Type - TBD)

0.0 HR $3,779,737.00

Option

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line


7199 Data Deliverable for Option Period 1 IAW Exhibit A, CDRLs. 1.0 LO NSP






0.0 HR $3,976,006.00

Option

Max Fee

Min Fee

Government

Overrun

Share Line

CONTRACT NO.


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4 of 90 FINAL


Government

Underrun

Share Line


7299 Data Deliverable for Option Period 2 IAW Exhibit A, CDRLs. 1.0 LO NSP






0.0 HR $4,298,378.00

Option

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line


7399 Data Deliverable for Award Term 1 IAW Exhibit A, CDRLs. 1.0 LO NSP




Support, IAW Secton C,


0.0 HR $4,443,610.00

Option

Max Fee

Min Fee

Government

Overrun

Share Line

Government

Underrun

Share Line

CONTRACT NO.


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5 of 90 FINAL


7499 Data Deliverable for Award Term 2 IAW Exhibit A, CDRLs. 1.0 LO NSP

For ODC Items:

Item PSC Supplies/Services Qty Unit Est. Cost

9000 AJ44 ODCs: Track Management IAW CLIN 7000 (Fund Type - TBD) 1.0 LO $486,691.00

9001 $107,072.00

9001AA AJ44 BASE Holding SLIN for ODC in support of CLIN 7001 (Fund Type -

OTHER)

1.0 LO $90,972.00

9001AB AJ44 ODC in support of CLIN 7001 (SCN) 1.0 LO $8,000.00

9001AC AJ44 ODC in support of CLIN 7001 (RDT&E) 1.0 LO $2,500.00

9001AD AJ44 ODC in support of CLIN 7001 (RDT&E) 1.0 LO $5,600.00

9002 $272,547.00

9002AA AJ44 Holding CLIN for ODC in support of CLIN 7002 (Fund Type - OTHER) 1.0 LO $272,547.00

9003 $107,072.00

9003AA AJ44 Holding CLIN for ODC in support of CLIN 7003 (Fund Type - OTHER) 1.0 LO $107,072.00

9100 AJ44 ODCs: Track Management IAW CLIN 7100. (Fund Type - TBD) 1.0 LO $501,818.00

Option

9200 AJ44 ODCs: Track Management IAW CLIN 7200. (Fund Type - TBD) 1.0 LO $459,749.00

Option


Option


Option

NOTE 1: OPTION CLAUSE

The "OPTION TO EXTEND THE TERM OF THE CONTRACT" clause in Section I applies to the Option andAward Term Periods, if earned.

NOTE 2: NOT SEPARATELY PRICED

Price for Data CLINs are Not Separately Priced (NSP) items and shall be included in the price of Labor CLIN(s).

NOTE 3: AWARD TERM

The award term CLINs are distinguished from option CLINs and are awarded in accordance with the AwardTerm Plan, in Section E. Notwithstanding the word "Option" which appears in the Section B CLIN description orelsewhere in this task order, for award term CLINs, award term are not "Options" until earned.

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B.1 TYPE OF ORDER

This task order is a term (Level of Effort) type order.

Items in the 7xxx series are cost plus incentive fee type and NSP CLINs.Items in the 9xxx series are cost only, excluding fee.

B.2 ADDITIONAL CLINS

Additional CLINs may be unilaterally created by the Contracting Officer during the performance of this TaskOrder to accommodate the multiple types of funds that may be used under this Order. These modifications willnot change the overall level of effort, estimated cost or incentive fee of the Task Order.

B.3 HQ B-2-0021 CONTRACT SUMMARY FOR PAYMENT OFFICE (COST TYPE) (NAVSEA) (FEB 1997)

This entire task order is cost reimbursable. The Labor CLINs are Cost Plus Incentive Fee (CPIF) and ODC CLINsare Cost Only.

B.4 INCENTIVE FEE INSTRUCTIONS

Note: Upon award, the successful Offeror's proposed Minimum Fee percentage, Maximum Incentive Feepercentage and target incentive fee, if less than the solicitation stated thresholds, will be incorporated in thebelow table and in FAR clause 52.216-10 INCENTIVE FEE in Section I.

The min fee shall be three percent (3%). The max fee shall not be greater than nine percent (9%). The Offerorshall not propose more than the Max Fee. Target fee shall not be greater than six percent (6%). Additionally,this target fee applies to all subcontractors when CPIF type subcontracts are proposed.

(1) The target cost, target fee amounts shall be based upon the actual level of effort the contractor provides.Average hourly rate is determined by including all allowable costs including Cost of Money (COM), ifapplicable.

Fee/hour is calculated on cost less COM (if applicable). (If COM is proposed please add needed columns.)

INCENTIVE FEE TABLE

INCENTIVE FEE TABLE Hourly Rates Totals

CLIN QTY

(HOURS)

MinFee/Hrs

(MinF)

TargetFee/Hrs

(TF)

MaxFee/Hour

(MF)

TargetCost/Hrs

(Rate)

Min Fee

(Hrs*MinF) Target Fee

(Hrs*TF) Max Fee

(Hrs*MF) Target Cost

(Hrs*Rate)

7000* 44,814

7100 63,824

7200 68,813

7300 77,402

7400 79,231

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*CLIN 7000 was broken out into three separate CLINs. The above reflects what was proposed and accepted forAward. CLIN 7000 is now a composite of CLINs 7001, 7002 and 7003 all totaling the hours, hourly rate andtotals above.

(i) The CPIF target cost for CLIN 7000, and if exercised CLINS 7100 and 7200 and if earned and exercisedCLINS 7300 and 7400 shall be entered in the Target Cost column in the INCENTIVE FEE TABLE above. TheTarget Cost is determined by multiplying the allowable hours worked (Qty (Hrs)), including subcontractor hours,corresponding to each CLIN by the target cost per hour (Target Cost/Hour (Rate). The target cost per hour (TargetCost/Hour (Rate)) shall include all proposed cost (including cost of money (if proposed) and subcontractor costs)for the corresponding CLIN. Fees charged by subcontractors shall also be included in the target cost.

(ii) The CPIF target fee for CLIN 7000, and if exercised CLINS 7100 and 7200 and if earned and exercisedCLINS 7300 and 7400 shall be determined by multiplying the allowable hours worked (Qty (Hrs)), includingsubcontractor hours, for the corresponding CLIN by the target fee per hour (Target Fee/Hour (TF)) from theINCENTIVE FEE TABLE. This shall be entered in the Target Fee (Target Fee (Hrs * TF)) column of theINCENTIVE FEE TABLE above.

(iii) The share ratio for the CPIF portion of the fee structure is 70/30 (70% Government and 30% Contractor) forboth under-runs and over-runs. The fee earned under the CPIF portion of the fee structure will be based on thetotal allowable cost incurred by the contractor in comparison to the final target cost for each of theaforementioned labor CLINs. See the Incentive Fee clause (FAR 52.216-10) in Section I of this Task Order.

(iv) Final Costs & Fees. Actual resulting fee will be calculated at the end of the POP for each CLIN. Final costand fee are shown in the following table.

CLIN

Delivered

Hrs

ActualCost Per

Hr

ActualCost

(A*B=C)

FinalTargetIncentive

Fee

IncentiveFee ShareLine

Adjustment

ComputedIncentiveFee

(D+E=F)

Total

(C+F=G)

7000 A B C D E F G

7100

7200

7300

7400

CLAUSES INCORPORTED IN FULL TEXT:

HQ B-2-0004 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and theContractor have agreed to waive any entitlement that otherwise might accrue to either party in any residualdollar amount of $500 or less at the time of final contract closeout. The term "residual dollar amount" shallinclude all money that would otherwise be owed to either party at the end of the contract, except that, amountsconnected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. Forpurposes of determining residual dollar amounts, offsets of money owed by one party against money that wouldotherwise be paid by that party may be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It isagreed that the administrative costs for either party associated with collecting such small dollar amounts couldexceed the amount to be recovered.

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HQ B-2-0007 LIMITATION OF COST OR LIMITATION OF FUNDS LANGUAGE

The clause entitled "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF FUNDS" (FAR 52.232-22), asappropriate, shall apply separately and independently to each separately identified estimated cost.

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT–ALTERNATE 1) (NAVSEA) (MAY 2010)

(a) For purposes of this task order, "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 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 of the"FIXED FEE" or "INCENTIVE FEE" clause, as applicable, and shall be paid fee 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.

HQ B-2-0020 TRAVEL COSTS - ALTERNATE I (NAVSEA) (DEC 2005)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travelcosts in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by thecognizant DCAA.

(b) Reimbursable travel costs include only that travel performed from the Contractor's facility to the worksite, inand around the worksite, and from the worksite to the Contractor's facility.

(c) Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR31.205-35; however, Contracting Officer approval shall be required prior to incurring relocation expenses andtravel costs incident to relocation.

(d) The Contractor shall not be reimbursed for the following daily local travel costs:

(i) travel at U.S. Military Installations where Government transportation is available,

(ii) travel performed for personal convenience/errands, including commuting to and from work, and

(iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for theContractor's or employee's convenience.

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SECTION C DESCRIPTIONS AND SPECIFICATIONS

C.1. BACKGROUND

Track Management systems are an integral part of Navy AEGIS, Ship Self-Defense System (SSDS),DDG-1000, Littoral Combat Ship (LCS), and E-2C/D platforms; United States Marine Corps (USMC)Composite Tracking Network (CTN) and Common Aviation Command and Control System (CAC2S)System; and United States Army (ARMY) Joint Land Attack Cruise Missile Defense Elevated NettedSensor System (JLENS) and Integrated Air and Missile Defense (IAMD) Systems. TrackManagement is the identification, tracking, characterization of attributes of sensor data which feedsthe combat or command and control system. Track management is a key component of warfaresystems. Track Management programs include System Track Manager/Track Server (STM/TS),Shipboard Gridlock System with Auto-Correlation (SGS/AC), Global Positioning System (GPS),DDG-1000, LCS, CTN, CAC2S, and Cooperative Engagement Capability (CEC). The Naval SurfaceWarfare Center Dahlgren Division’s (NSWCDD) Warfare Systems (W) Department is the design andintegration activity for numerous track management related components and Programs and isresponsible for Lifetime Support Engineering (LSE) activities of over 120 fielded systems. C.2. SCOPE OF WORK

This effort provides technical guidance, engineering expertise, and software development toNSWCDD W Department’s, Combat Control Division to facilitate, plan, execute, and deliver TrackManagement engineering products and services. This effort provides for contractor participation asmembers of teams covering W Department assigned program tasks (e.g., Integrated Product Teams(IPTs) and Working Groups (WGs)).

C.3. APPLICABLE DOCUMENTS

The specifications, standards, instructions, directives, and other publications listed below may bereferenced in individual Technical Instructions (TIs). Current editions are governing unless aspecific edition is cited in the TIs when issued.

C.3.1. COMMERCIAL STANDARDS

Institute of Electrical and Electronics Engineers (IEEE) Std 1028, IEEE Standard for SoftwareReviews and Audits

This standard is available fromInstitute of Electrical and Electronics Engineers3 Park AvenueNew York, NY 10016-5997or http://www.ieee.org

C.4. REQUIREMENTS

C.4.1. WORK AREA 1: SYSTEMS ENGINEERING

C.4.1.1. Design Reviews and Working Groups

C.4.1.1.1. The contractor shall participate in technical reviews, design reviews, technicalworking groups, technical interchange meetings, and interface change working groups.

C.4.1.1.1.1. The contractor shall provide technical expertise to the Technical Review Teams(TRT), IPTs, and WGs, such as active meeting participation and collaboration in determiningengineering solutions and future alternatives. C.4.1.1.1.2. The contractor shall coordinate inputs among participants.

C.4.1.1.1.3. The contractor shall facilitate meetings, coordinate schedules, and develop

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agendas (CDRL A001).

C.4.1.1.1.4. The contractor shall prepare technical and programmatic inputs to work products(CDRL A002).

C.4.1.1.1.5. The contractor shall prepare and provide briefs and presentations (CDRL A003).

C.4.1.1.1.6. The contractor shall provide meeting minutes or reports and track actions (CDRLA004).

C.4.1.2. Technical Operational Need Assessments C.4.1.2.1. The contractor shall analyze track management element and combat systemrequirements and provide the following engineering products:- requirements analyses (CDRL A005)- white papers (CDRL A002)- requirements traceability mappings (CDRL A002)- derived requirements (CDRL A005)- summary briefings and reports (CDRL A002)- testability assessments. (CDRL A002)

C.4.1.2.2. The contractor shall assess the scope, risk and impact of proposed TrackManagement engineering changes by participating in Engineering Change Proposal (ECP) reviewsand other track management related technical reviews. C.4.1.2.3. The contractor shall provide track management expertise in support ofoperational engineering studies and evaluations relative to system requirements, threats, systemarchitectures, operational requirement, technical, design, and business and performance tradeoffs. The contractor shall evaluate system component selection and potential new systems ortechnologies and provide engineering assessments (CDRL A002).

C.4.1.2.4. The contractor shall analyze design as it relates to compatibility andinteroperability with existing and planned fielded systems (CDRL A002).

C.4.1.2.5. The contractor shall provide technical input at program meetings and reviewrequirement documentation with an emphasis on operational capabilities, impacts, Concept ofOperations (CONOPS), and doctrine implementations.

C.4.1.2.6. The contractor shall provide recommendations and insights on engineeringproducts and plans through the configuration management process.

C.4.1.2.7. The contractor shall review ECPs, Advance Change Study Notices (ACSNs),and development agent work products for accuracy, completeness, and impact to track managementsystems and the interfaces to other elements and host combat systems. The contractor shall recordtheir comments through the web-based adjudication system.

C.4.1.3. Engineering Support

C.4.1.3.1. The contractor shall perform requirement engineering to identify, trace, track,and report metrics for track management element requirements in Dynamic Object OrientedRequirements System (DOORS).

C.4.1.3.1.1. The contractor shall maintain requirements identified in the specifications anddesign documents in DOORS compatible databases.

C.4.1.3.1.2. The contractor shall perform requirement analysis to verify dependenciesbetween requirements. The contractor shall document their findings and recommendations (CDRLA005).

C.4.1.3.1.3. The contractor shall maintain data relating requirements to test procedures, test

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reports, and Trouble Reports (TR) written against failed requirements.

C.4.1.3.2. The contractor shall develop and review architectures, functional allocationand flows, interfaces, system processing and performance for Track Management systems. Thecontractor shall document their findings and recommendations (CDRL A002). C.4.1.3.3. The contractor shall develop inputs for functional descriptions and functionalflows of proposed systems. The contractor shall provide inputs for creating varied tactical scenariosto ensure warfare analysis accounts for the operational context in which systems will be employed(CDRL A002).

C.4.1.3.4. The contractor shall review and analyze program documentation, HumanComputer Interface (HCI) analysis and documentation, and user performance analysis anddocumentation. The contractor shall document their findings and recommendations (CDRL A002).

C.4.1.3.5. The contractor shall develop recommendations for Measures of Effectiveness(MOE) and Measures of Performance (MOP) and develop element level data requirements forMOE/MOP mapping (CDRL A002).

C.4.1.3.6. The contractor shall evaluate design options and recommend solutions toidentified interoperability problems. The contractor shall perform systems-level analyses, interfaceanalyses and interoperability analyses (CDRL A002).

C.4.1.3.7. The contractor shall provide systems engineering support for TrackManagement test events.

C.4.1.3.7.1. The contractor shall provide test event participants and console operators toaugment the Independent Verification and Validation (IV&V) Test Team.

C.4.1.3.7.2. The contractor shall ensure that hardware and software configurations areaccurate, scheduled and operational for use.

C.4.1.3.7.3. The contractor shall participate as a member in Test Working Group meetingsand meetings that support test events.

C.4.1.3.8. The contractor shall review proposed test requirements and plans, andrecommend changes based on facility test, evaluation and engineering efforts.

C.4.1.3.9. The contractor shall provide technical recommendations for DevelopmentTest/Operational Test (DT/OT) readiness/status reports (CDRL A002).

C.4.1.3.10. The contractor shall provide status updates on system Functional ConfigurationAudit (CDRL A002).

C.4.1.3.11. The contractor shall provide inputs to operational engineering studies andevaluations, which consider system performance, component settings, tactical and technicaltradeoffs, and the tactical environment. The contractor shall identify tactical and operationalsituations, conditions, and system performance characteristics that may be facilitated or improvedthrough the development and employment of a Tactical Decision Aid (TDA). The contractor shalldocument their findings and recommendations (CDRL A002). C.4.1.3.12. The contractor shall provide subject matter experts for the software changecontrol boards and participate in Configuration Review Boards (CRBs), Configuration Control Boards(CCBs), Local Change Control Boards (LCCBs), and Technical Management Boards (TMBs). C.4.1.4. Testing, Verification, and Validation

C.4.1.4.1. The contractor shall analyze design to ensure requirements are addressed andare operationally sound. The contractor shall analyze changes or enhancements to these systemsand identify impacts to element and system performance, Tactics, Techniques and Procedures

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(TTP).

C.4.1.4.1.1. The Contractor will both originate and participate in technical discussions withboth training command and uniformed operators, as required, to ensure that proposed TTPeffectively meet operational needs.

C.4.1.4.1.2. Reserved.

C.4.1.4.1.3. The contractor shall draft recommended TTPs to address system workarounds forTrack Management elements. The contractor shall assist the government in introducing proposedTTPs to selected fleet activities for developmental, operational, and qualification testing (CDRLA002).

C.4.1.4.1.4. The contractor shall document any unresolved issues with regards toimplementing TTPs for each project (CDRL A002).

C.4.2. WORK AREA 2: SOFTWARE ENGINEERING AND FLEET SUPPORT

C.4.2.1. Software Development

C.4.2.1.1. The contractor shall perform software development for track managementprojects.

C.4.2.1.1.1. The contractor shall develop and maintain software in accordance with theproject software development plan (CDRL A011). C.4.2.1.1.2. The contractor shall develop track management functions, simulators, test scripts,and analysis tools.

C.4.2.1.1.3. The contractor shall perform software unit and integration tests.

C.4.2.1.1.3.1. The contractor shall provide unit and integration test procedures (CDRL A006),scripts and software models (CDRL A011).C.4.2.1.1.3.2. The contractor shall produce engineering and development test loads.

C.4.2.1.1.4. The contractor shall follow the software development processes andconfiguration management processes defined by each track management project. C.4.2.1.2. The contractor shall develop tactical and non-tactical track managementconfiguration items in an integrated environment supporting modeling and coding. The contractorshall provide the software models, source code, and the executable code (CDRL A011).

C.4.2.1.3. The contractor shall create schedules and plans for Track Managementsoftware development (CDRL A008).

C.4.2.1.4. The contractor shall participate in status reviews and maintain softwaredevelopment schedules by using software metric indicators (e.g. Source Lines of Code (SLOC) andcode difference reports).

C.4.2.1.5. The contractor shall participate and develop documentation in support ofprogram milestone reviews.

C.4.2.1.5.1. The contractor shall develop presentations and technical white paper in supportof program milestone reviews:- Presentation materials (CDRL A003)- White papers. (CDRL A002)

C.4.2.1.6. The contractor shall conduct baseline code reviews in accordance with IEEEStd 1028 and provide findings (CDRL A002).

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C.4.2.2. Software Analysis

C.4.2.2.1. The contractor shall provide engineering support in the design, definition ofsoftware system requirements, development, test, evaluation, analysis, and reporting of baselineupgrades or new capabilities. The contractor shall analyze system impacts resulting from open TRs,finding and documenting problems with the computer program using the Test Observation Report(TOR), and provide detailed analysis of software metrics and TR processes (CDRL A002).

C.4.2.2.2. The contractor shall support software development and design team meetings. The contractor shall assist in development of algorithms and models.

C.4.2.2.3. The contractor shall participate in Software Change Control Board (SCCB)meetings. The contractor shall review design artifacts for accuracy, completeness, and impact totrack management systems. The contractor shall record their comments through the web-basedadjudication system maintained by NSWCDD and participate in CRBs, CCBs, LCCBs, and TMBs.

C.4.2.2.4. The contractor shall conduct code analysis and inspection by means ofdifferent reviews, software metrics collection, and TR closure reviews. Software metrics, codecounts, code complexities, code difference reports and TR closure forms by build shall beanalyzed. The contractor shall report their findings (CDRL A002).

C.4.2.2.5. The contractor shall review and modify documentation for operational andsimulation/test software. The contractor shall update documentation associated to model andsimulation/test software. C.4.2.2.6. The contractor shall review and modify the Software Definition and Limitationsdocuments. The contractor shall document their findings and recommendations (CDRL A016).

C.4.2.2.7. The contractor shall prepare white papers and presentation packages to supportbriefings to program managers, sponsors, and government representatives on the progress, risks,outstanding issues, and ongoing actions supporting computer program development. The contractorshall document their findings and recommendations.- White papers (CDRL A002)- Presentation materials. (CDRL A003)

C.4.2.3. Software Production and Fielding

C.4.2.3.1. The contractor shall compile and build production software releases fordelivery to the Fleet and test facilities.

C.4.2.3.1.1. The contractor shall produce build instructions (CDRL A011).

C.4.2.3.1.2. The contractor shall maintain configuration control of the master models, sourcecode libraries, and build instructions to ensure track management products are reproducible.

C.4.2.3.1.3. The contractor shall verify track management software media proper loading ontarget platforms.

C.4.2.3.2. The contractor shall coordinate software fielding and installation.

C.4.2.3.2.1. The contractor shall produce and deliver installation instructions for eachsoftware release (CDRL A011).

C.4.2.3.2.2. The contractor shall review, update, and maintain the Quick Reference Guides(QRGs) specifically tailored for specific ship classes, land based facilities, and system baselines. Thecontractor shall document their findings (CDRL A011). C.4.2.3.2.3. The contractor shall develop installation packages of new software and hardwareimprovements, modifications and revisions aboard naval vessels (CDRL A011).

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C.4.2.3.2.4. The contractor shall assemble software delivery packages with appropriatedocuments (version descriptions, briefs, etc.) and appropriately label and mark media. Thecontractor shall ensure that appropriate transmittals and shipping forms are included with thedelivery package, and that the proper addresses and points of contact are included on each form.

C.4.2.3.2.5. Reserved.

C.4.2.3.2.6. The contractor shall maintain and provide status accounting records of softwaredelivered (CDRL A009). C.4.2.4. Fleet Support and Maintenance

C.4.2.4.1. The contractor shall install and maintain NSWCDD track managementcomputer systems and related systems located at test facilities and laboratories, and systemplatforms. C.4.2.4.2. The contractor shall provide subject matter experts to troubleshoot softwareproblems aboard ships, laboratories, and test facilities on short notice within and outside thecontiguous Unites States (CONUS & OCONUS). C.4.2.4.3. The contractor shall develop, update, and/or review training materials thatinclude lesson topic guides, instructor guides, and scripts for video based presentations (CDRLA012).

C.4.2.4.4. The contractor shall develop, (if new), or review, (if existing), briefing materialdescribing capabilities, operations, set-up, and operation of track management systems foroperational staffs, ship and other commands (CDRL A003).

C.4.2.4.5. The contractor shall perform hands-on indoctrination and training foroperational staffs and crew members at fielded installation sites or ships, for the set up andoperation of track management systems and other combat system components to optimize theperformance of capabilities.

C.4.3. WORK AREA 3: TESTING SUPPORT

C.4.3.1. Test Planning and Documentation

C.4.3.1.1. The contractor shall provide support testing of track management programs. The effort shall require the contractor to conduct tests in laboratories and test sites, such as theIntegrated Warfare Systems Laboratory (IWSL), the Integrated Combat System Test Facility (ICSTF),the Surface Combat Systems Center (SCSC), Wallops Island, Combat Direction Systems Activity(CDSA), Dam Neck, Marine Air Control Squadron 24 (MACS-24) Site, Virginia Beach, CombatSystems Engineering Development Site (CSEDS), Moorestown, NJ, Patuxent River Naval AirStation, Lexington Park, MD, and development facilities. Test events may take place outsidenormal office work hours.

C.4.3.1.2. The contractor shall provide subject matter expertise to develop test plans, testspecifications, test reports, and other planning documents.

C.4.3.1.2.1. The contractor shall review IV&V Master Plans to ensure they are accurate andcomplete (CDRL A002).

C.4.3.1.2.2. The contractor shall evaluate the program Design Agent's (DA) software testprogram including their Formal Qualification Tests (FQT). The contractor shall evaluate the DA'stest plans, test procedures, and test setup.

C.4.3.1.3. The contractor shall develop test procedures for verification and validation ofsoftware utilizing identified applicable requirements as specified in the program specifications.

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C.4.3.1.3.1. The contractor shall develop procedures to test functional-level and system-levelrequirements of the software. The test procedures shall document all testing necessary todemonstrate that the software meets the requirements stated in the program specifications and DataBase Documents (CDRL A006).

C.4.3.1.3.2. The contractor shall script Simulation/Stimulation (SIM/STIM) scenarios tosupport verification and validation (CDRL A016).

C.4.3.1.4. The contractor shall develop test plans and schedules, and test status briefingsrelated to the Command and Control (C2) systems integration.- Test plans/schedules (CDRL A015)- Presentation materials. (CDRL A003)

C.4.3.2. Test Execution

C.4.3.2.1. The contractor shall support and conduct integration and IV&V testing ofprograms identified in Section C.1.

C.4.3.2.1.1. The contractor shall participate in shipboard and lab testing to support DAqualification, certification, combat system integration, fleet exercises such as Multi-Site Test (MST)Events, Trident Warrior, Bold Alligator, Combat System Ship Qualification Test (CSSQT), andDeploying Group Systems Integration Testing (DGSIT).

C.4.3.2.1.2. The contractor shall be responsible to set up the test environment. Thecontractor shall configure systems to be interoperable with other C2 systems for interoperabilitytesting in a shipboard classified networked environment.

C.4.3.2.1.3. The contractor shall summarize the testing performed and submit via SituationReports (CDRL A009).

C.4.3.2.1.4. The contractor shall document deficiencies found as a result of testing in theform of applicable TRs or TORs (CDRL A014). C.4.3.3. Data Analysis and Reporting

C.4.3.3.1. The contractor shall conduct analysis of data collected during test events toevaluate computer program accuracy and correctness.

C.4.3.3.1.1. The contractor shall validate TRs reported as fixed by the DA in a particular buildto ensure that the build complies with approved Program Specifications.

C.4.3.3.1.2. The contractor shall validate implemented TR fixes for correctness during IV&Vevents.

C.4.3.3.1.3. The contractor shall conduct code analysis or inspection of the problem when aTR is deemed untestable. The contractor shall document their findings and recommendations(CDRL A005).

C.4.3.3.1.4. The contractor shall attend and participate in test and data analysis workinggroup meetings. The contractor shall submit a meeting report (CDRL A004).

C.4.3.3.2. The contractor shall document analysis and test results (CDRL A005).

C.4.3.3.2.1. The contractor shall report deficiencies on a TR form (CDRL A014).

C.4.3.3.2.2. The contractor shall report the results of TR validation activities on a TR closureform (CDRL A005).

C.4.3.3.2.3. The contractor shall prepare and deliver the "Quick Look" Reports, whichencompass initial data analysis for test events (CDRL A005).

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C.4.3.3.2.4. The contractor shall support drafting IV&V report.

C.4.3.3.2.5. The contractor shall review and comment on DA FQT reports. C.4.3.4. Test Data Management

C.4.3.4.1. The contractor shall assemble test data packages (test procedures, test plans,Site Configuration Logs, data tapes, Test Summary Sheets) for laboratory and formal test events.

C.4.3.4.2. The contractor shall maintain custody of the test data, analysis criteria and testresults and deliver to the Government. C.4.4. WORK AREA 4: BASELINE MANAGEMENT SUPPORT

C.4.4.1. The contractor shall provide planning, coordination and administration forfielding of project software baselines.

C.4.4.1.1. The contractor shall review and track Software Trouble Reports (STR), ECPs,ACSNs, Specification Change Notices (SCNs), Interface Change Requests (ICRs), Requests forDeviations/Waivers (RFDs/RFWs) for their impact and applicability to fielded project softwarebaselines.

C.4.4.1.2. The contractor shall participate in advanced platform and combat systemplanning meetings, e.g., Combat System Integration Meetings, Strategic Integrated SchedulingReviews, Systems Integration Working Group, and Ship Program Manager Configuration ControlBoards.

C.4.4.1.3. The contractor shall participate as members of the project LCCB, CCB,Engineering Change meetings to support development of software baselines and softwareinstallation. The contractor shall prepare briefs and presentation to support software delivery andfielding (CDRL A003).

C.4.4.1.4. The contractor shall develop Ship Change Documents (SCDs) necessary tosupport fielding of project software for testing as well as operational deployment. The contractorshall collect and track review comments on these items (CDRL A002). C.4.4.1.5. The contractor shall prepare Risk Forms, Letters of Authorization, waivers, aswell as other necessary documentation necessary to field project software (CDRL A016).

C.4.4.1.6. The contractor shall coordinate SCDs with other platform or combat systemelements as necessary for conjunctive project alterations. C.4.4.2. The contractor shall administrate project software requests.

C.4.4.2.1. The contractor shall process project software request through appropriateproject baseline management.C.4.4.2.2. The contractor shall coordinate delivery of approved project software withappropriate software agency.

C.4.4.3. The contractor shall develop and maintain status accounting of all projectsoftware deliveries and installations (CDRL A009).

C.4.5. WORK AREA 5: PROJECT SUPPORT

C.4.5.1. Project Management Support

C.4.5.1.1. The contractor shall provide project management team support to the TrackManagement project management teams. The project team is defined as the group of individualsworking on each track management project to include CAC2S, CEC, CTN, DDG-1000, LCS,

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SGS/AC, STM/TS as well as support to the overall track management effort. C.4.5.1.2. The contractor shall participate in meetings and events, track all TMdeliverables, maintain spreadsheets and charts, develop presentations, and maintain archives ongovernment supplied archival spaces (CDRL A003). C.4.5.1.3. Contractor shall deliver an action item database to track project action items(CDRL A002).

C.4.5.1.4. The contractor shall develop project status and expenditures reports. C.4.5.1.5. The contractor shall facilitate meetings.

C.4.5.1.5.1. The contractor shall draft meeting agenda (CDRL A001).

C.4.5.1.5.2. The contractor shall draft meeting minutes and capture action items (CDRLA004).

C.4.5.1.6. The contractor shall create integrated project and track management schedules,managing project calendars and schedules. C.4.5.1.7. The Contractor shall ensure technical meetings are scheduled, tracked, andactions from the meetings are brought to closure such as for Program Acquisition ResourceManagement (PARM) meetings and IPTs.

C.4.5.2. Baseline Development and Certification Support

C.4.5.2.1. The contractor shall provide administrative support to the BaselineDevelopment teams. The contractor shall be a member of the Baseline Development teams. C.4.5.2.2. The contractor shall maintain and update the Build Description charts (CDRLA011).

C.4.5.2.3. The contractor shall maintain software status reports (CDRL A009). C.4.6. WORK AREA 6: TASK ORDER MANAGEMENT

C.4.6.1. The contractor shall provide progress reports (CDRL A010).

C.4.6.2. The contractor shall develop a Plan of Action and Milestones (POA&M) foreach work area (CDRL A008). C.4.6.3. The contractor shall host semi-annual Interim Progress Reports (IPRs).

C.4.6.4. The contractor shall submit IPR meeting minutes (CDRL A004). C.4.6.5. The contractor shall provide a Quality Control Plan (CDRL A013). C.5 Travel

The contractor may be required to travel in performance of this task order. The numbers of trips andtypes of personnel traveling shall be limited to the minimum required to accomplish workrequirements and shall be coordinated with the COR. All travel shall be conducted in accordancewith FAR 31.205-46 Travel Costs and the Joint Travel Regulations (JTR) and shall be pre-approvedby the COR. The following travel is anticipated: Bethpage, NY; Boston, MA; Bremerton, WA;Corona, CA; Dam Neck, VA; Fairfax, VA; Jacksonville, FL; Laurel, MD; Moorestown, NJ; Norfolk, VA;Patuxent River, MD; Pearl Harbor, HI; Pittsfield, MA; San Diego, CA; St. Petersburg, FL; Tooele, UT;Wallops Island, VA; Washington, DC; and, White Sands, NM.

C.5.1 The contractor shall submit trip reports following any travel under this effort (CDRL A007).

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C.6 SECURITY

The contractor shall require access to Communications Security (COMSEC) information, non-SCIintelligence information, NATO information and SIPRNET to support engineering support, softwareengineering; modeling and simulation; system design documentation, test and evaluation;configuration management support; logistics support and training support. The contractor shallrequire access to foreign government information for the countries stated on the DD254. TheOfferor's facility must be cleared to the SECRET level and no safeguarding required. All access toclassified material will be utilized at NSWCDD Dahlgren VA only. In performing under this contract,the contractor shall have access to U.S. classified information outside the U.S., Puerto Rico, U.S.possessions and trust territories. The contractor shall be authorized to use the services of DefenseTechnical Information Center (DTIC) or other Secondary Distribution Center as specified on theDD254.

C.6.1 Deleted in Amendment 0001 C.6.2 ELECTRONIC SPILLAGES (a) Electronic spillages (ES) are unacceptable and pose a risk to national security. An electronicspillage is defined as classified data placed on an information system (IS), media or hardcopydocument possessing insufficient security controls to protect the data at the required classificationlevel, thus posing a risk to national security (e.g., sensitive compartmented information (SCI) ontocollateral, Secret onto Unclassified, etc). The contractor's performance as it relates to ES will beevaluated by the Government. ES reflects on the overall security posture of the Government and alack of attention to detail with regard to the handling of classified information of IS securitydiscipline and will be reflected in the contractor's performance rating. In the event that a contractoris determined to be responsible for an ES, all direct and indirect costs incurred by the Governmentfor ES remediation will be charged to the contractor.(b) NSWCDD Command Security will continue to be responsible for the corrective action plan inaccordance with the security guidance reflected on the DOD Contract Security ClassificationSpecification - DD254. Command Security will identify the contractor facility and contract numberassociated with all electronic spillages during the investigation that involve contractor support. Command Security will notify the Contracts Division with the contractor facility name and contractnumber, incident specifics and associated costs for cleanup. The Procuring Contracting Officer willbe responsible to work with the Contractor Facility to capture the costs incurred during the spillageclean up. The Contractor is also responsible for taking Information Security Awareness trainingannually, via their Facility Security Officer (FSO), as part of the mandatory training requirements. Ifa spillage occurs additional training will be required to prevent recurrence. C.6.3 Portable Electronic Devices (PEDs) C.6.3.1 Non-government and/or personally owned portable electronic devices (PEDs) are prohibitedin all NSWCDD buildings with the exception of personally owned cell phones which are authorizedfor use in spaces up to and including Controlled Access Areas. The Contractor shall ensure theonsite personnel remain compliant with the current PED policy. NSWCDD instruction defines PEDSas the following: any electronic device designed to be easily transported, with the capability tostore, record, receive or transmit text, images, video, or audio data in any format via anytransmission medium. PEDS include, but are not limited to, pagers, laptops, radios, compact discsand cassette players/recorders. In addition, this includes removable storage media such as flashmemory, memory sticks, multimedia cards and secure digital cards, micro-drive modules, ZIP drives,ZIP disks, recordable CDs, DVDs, MP3 players, iPADs, digital picture frames, electronic book readers,kindle, nook, cameras, external hard disk drives, and floppy diskettes. C.6.3.2 PEDs belonging to an external organization shall not be connected to NSWCDD networks orinfrastructure without prior approval from the NSWCDD Information Assurance and ComplianceBranch, CXA10. This approval will be granted using the TARIS form and action tracker process. C.6.3.3 Personally owned hardware or software shall not be connected or introduced to anyNSWCDD hardware, network or information system infrastructure.

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C.6.4 USE OF INFORMATION SYSTEM (IS) RESOURCES

(a) Contractor Provision of IS Resources Except in special circumstances explicitly detailedelsewhere in this document, the Contractor shall provide all IS resources needed in the performanceof this contract. This includes, but is not limited to computers, software, networks, certificates, andnetwork addresses.(b) Contractor Use of NSWCDD IS Resources (1) In the event that the contractor is required to have access to NSWCDD IS resources, the loginname used for access shall conform to the NMCI login naming convention. If the contractor requiresaccess to applications/systems that utilize client certificates for authentication, the contractor isresponsible for obtaining requisite certificates from a DOD or External Certificate Authority. (2) If this contract requires that the contractor be granted access and use of NSWCDD IS resources(at any site), the IS shall be accredited for contractor use in accordance with procedures specified bythe Information Assurance Office.(c) Connections Between NSWCDD and Contractor FacilitiesIf there is a requirement (specifically delineated elsewhere in this contract) for interconnection (e.g.,link level or Virtual Private Network (VPN)) between any facilities and/or ISs owned or operated bythe contractor and ISs owned or operated by NSWCDD, such interconnection shall take place onlyafter approval from the Information Assurance Office. All such connections as well as the ISsconnected thereto will be accredited in accordance with DOD policy (DODI 5200.40) by thecognizant Designated Approving Authority (DAA) and comply with the requirements of CJCSI6211.02B regarding Memorandums of Agreement. All such connections will be made outside theappropriate NSWCDD firewall. C.7 ON-SITE ENVIRONMENTAL AWARENESS C.7.1 The contractor shall strictly adhere to all Federal, State and local laws and regulations,Executive Orders, and Department of Defense and Navy policies. C.7.2 The contractor shall ensure that each contractor employee who has been or will beissued a Common Access Card (CAC) completes the annual NSWCDD Environmental AwarenessTraining (EAT) within 30 days of commencing contract performance and annually thereafter asdirected by their NSWCDD training coordinator or their COR. C.7.3 The contractor shall ensure that each contractor employee not required to completethe training described in part (b) above (i.e., those who do not have and will not be issued a CAC)reads the NSWCDD Environmental Policy Statement within 30 days of commencing contractperformance. This document will be available from the COR, however, the policy is also providedon the publicly-available NSWCDD website, https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office. C.7.4 Within 30 days of commencing contract performance, the contractor shall certify bye-mail to their COR that the requirements captured by (b) and (c) above have been met. Thee-mail shall include each employee name and work site and shall indicate which requirement—(b)or (c) above--each employee has satisfied. C.7.5 Contractor copies of the records generated by the actions described in (b) and (c)above will be maintained and disposed of by the contractor in accordance with SECNAVINST5210.8D. C.8 ON-SITE SAFETY REQUIREMENTS C.8.1 The contractor shall strictly adhere to Federal Occupational Safety and Health Agency(OSHA) Regulations, Environmental Protection Agency (EPA) Regulations, and all applicable stateand local requirements. C.8.2 The contractor shall ensure that each contractor employee reads the documententitled, "Occupational Safety and Health (OSH) Policy Statement" within 30 days of commencingperformance at NSWCDD. This document is available at: https://wwwdd.nmci.navy.mil/program

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https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office

https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office/Safety/Safety.html

/Safety_and_Environmental_Office/Safety/Safety.html C.8.3 The contractor shall provide each contractor employee with the training required to dohis/her job safely and in compliance with applicable regulations. The contractor shall documentand provide, upon request, qualifications, certifications, and licenses as required. C.8.4 The contractor shall provide each contractor employee with the personal protectiveequipment required to do their job safely and in compliance with all applicable regulations. C.8.5 Contractors working with ionizing radiation (radioactive material or machine sources)must comply with NAVSEA S0420-AA-RAD-010 (latest revision)[provided upon request]. Prior tobringing radioactive materials or machine sources on base, the contractor must notify the CommandRadiation Safety Officer in the Safety & Environmental Office. C.8.6 The contractor shall ensure that all hazardous materials (hazmat) procured forNSWCDD are procured through or approved through the hazmat procurement process. Hazmatbrought into NSWCDD work spaces shall be reviewed and approved by the Safety & EnvironmentalOffice prior to use by submitting an Authorized Use List addition form and Safety Data Sheet thatshall be routed through the government supervisor responsible for the specific work area. TheAuthorized Use List addition form can be found at https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office/. C.8.7 Upon request the contractor shall submit their OSHA 300 Logs (injury/illness rates) forreview by the Safety Office. If a contractor's injury/illness rates are above the Bureau of Labor &Statistics industry standards, a safety assessment will be performed by the Safety Office to determineif any administrative or engineering controls can be utilized to prevent further injuries/illnesses, or ifany additional PPE or training will be required. C.8.8 Applicable contractors shall submit Total Case Incident Rate (TCIR) and Days Away,Restricted and Transfer (DART) rates for the past three years upon request by the Safety Office. Acontractor meets the definition of applicable if its employees worked 1,000 hours or more in anycalendar quarter on site and where oversight is not directly provided in day to day activities by thecommand. C.8.9 The contractor shall report all work-related injuries/illnesses that occurred while workingat NSWCDD to the Safety Office. C.8.10 The contractor shall ensure that all on-site contractor work at NSWCDD is inaccordance with the NSWCDDINST 5100.1D Occupational Safety and Health Instruction, availableat: https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office/Safety/Safety.html

C.9 GOVERNMENT PROVIDED SPACE

The contractor will be provided work spaces and office equipment/supplies at NSWCDD for one (1)(Project Management Support) to support on-site work requirements; basic office furniture,equipment, supplies and computers will be provided by the government for this person. Thegovernment will provide access to the tactical lab resources. C.10 CONTRACT PERSONNEL ADMINISTRATION

When on-site in Government office spaces, laboratories, test facilities, or ship assets, Contractoremployees shall be clearly identified as a Contractor (e.g. utilizing badge identifications and signidentifications in office spaces). In addition, Contractor employees shall identify themselves asContractor personnel when answering telephones and sending emails. Contractor personnel cannotlead/manage/supervise Government personnel. Contractor program /project managers shall beclearly identified and known as such by Government employees. As circumstances permit, frequent(at least monthly) meetings are conducted between the COR and the Contractor organizationprogram manager/project manager. C.11 IDENTIFICATION BADGES

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https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office/

https://wwwdd.nmci.navy.mil/program/Safety_and_Environmental_Office/Safety/Safety.html

The contractor shall be required to obtain identification badges from the Government for allcontractor personnel to be located on Government property. The identification badge shall bevisible at all times while employees are on Government property. The contractor shall furnish allrequested information required to facilitate issuance of identification badges and shall conform toapplicable regulations concerning the use and possession of the badges. The contractor shall beresponsible for ensuring that all identification badges issued to contractor employees are returned tothe appropriate Security Office within 48 hours following completion of the Task Order, relocation ortermination of an employee, and upon request by the Contracting Officer. C.12 GOVERNMENT FURNISHED EQUIPMENT

List provided in Attachment J.4. C.13 MANDATORY REQUIREMENTS Offerors must meet all mandatory requirements at time of proposal submission, or have anacceptable plan to meet the requirements by the start date of contract performance. Inaddition, mandatory requirements must be maintained throughout the life of the Task Order. Themandatory requirements are as follows: Requirement 1 - The contractor's primary facility providing support to this Task Order must belocated within one-hour of NSWCDD. Requirement 2 – The contractor is required to have a Facility Clearance of Secret with Secretstorage capability.

Requirement 3 - Personnel Security Clearances - All individuals performing technical support underthis Task Order are required to have, as a minimum, a Secret security clearance. Interimclearances are acceptable.

C.14 POST AWARD MEETINGS

(a) A Post Award Meeting with the successful offeror will be conducted within 15 working days afteraward of the contract. The meeting will be held at a Government provided location in Dahlgren,VA.

(b) The contractor will be given at least five working days notice prior to the date of the meeting bythe Contract Specialist.(c) The requirement for a Post Award meeting shall, in no event, constitute grounds for excusabledelay by the Contractor in performance of any provisions of the Task Order.

(d) A second post award meeting may, if necessary, be held after the receipt of the first invoice toassure that adequate documentation has been received to substantiate the validity of the invoicefor the stated period of performance, in accordance with HQ G-2-0007. The contractor will be givenat least five working days notice prior to the date of the meeting by the Contract Specialist.

C.15 SKILLS AND TRAINING The contractor shall provide capable personnel with qualifications, experience levels, securityclearances, and necessary licenses, certifications, and training required by Federal, State, andLocal laws and regulations. Information assurance functions require certifications specified inDFARS 252.239-7001 INFORMATION ASSURANCE CONTRACTOR TRAINING ANDCERTIFICATION. Training necessary to ensure that personnel performing under this contractmaintain the knowledge and skills to successfully perform the required functions is the responsibilityof the contractor. Training necessary to maintain professional certification is the responsibility ofthe contractor. Training directly related to this task order may be a direct charge only if the COR andthe Contracting Officer (CO) approve of the training in advance. Contractor personnel shallcomplete all applicable Government mandatory training.

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C.16 TERMINATION OF EMPLOYEES WITH U.S. GOVERNMENT

The Contractor shall ensure that all employees who have a U.S. Government badge and or vehiclesticker turn in the badge and remove the vehicle sticker immediately upon termination of theiremployment under this order. The above requirement shall be made a part of the standardemployee facility clearance procedures for all separated personnel. The Contractor shalladvise the U.S. Government of all changes in their personnel requiring base access.

For involuntarily separated personnel and those separated under adverse circumstances, theContractor shall immediately notify the U.S. Government and make arrangements between theemployee and the U.S. Government for the return of the badge and removal of the sticker. In theevent the employee is separated in his or her absence, the Contractor shall immediately notify theU.S. Government of the separation and make arrangements between the former employee and theU.S. Government for the return of the badge and removal of the sticker.

C.17 DIGITAL DELIVERY OF DATA (a) Delivery by the Contractor to the Government of certain technical data and other information isnow frequently required to be made in digital form rather than in hardcopy form. The method ofdelivery of such data and/or other information (i.e., in electronic, digital, paper hardcopy, or otherform) shall not be deemed to affect in any way either the identity of the information (i.e., as“technical data” or “computer software”) or the Government’s and the Contractor’s respective rightstherein.(b) Whenever technical data and/or computer software deliverables required by this contract are tobe delivered in digital form, any authorized, required, or permitted markings relating to theGovernment’s rights in and to such technical data and/or computer software must also be digitallyincluded as part of the deliverable and on or in the same medium used to deliver the technicaldata and/or software. Such markings must be clearly associated with the corresponding technicaldata and/or computer software to which the markings relate and must be included in such a way thatthe marking(s) appear in human-readable form when the technical data and/or software is accessedand/or used. Such markings must also be applied in conspicuous human-readable form on a visibleportion of any physical medium used to effect delivery of the technical data and/or computersoftware. Nothing in this paragraph shall replace or relieve the Contractor’s obligations with respectto requirements for marking technical data and/or computer software that are imposed by otherapplicable clauses such as, where applicable and without limitation, DFARS 252.227-7013 and/orDFARS 252.227-7014.(c) Digital delivery means (such as Internet tools, websites, shared networks, and the like)sometimes require, as a condition for access to and/or use of the means, an agreement by a user tocertain terms, agreements, or other restrictions such as “Terms of Use,” licenses, or other restrictionsintended to be applicable to the information being delivered via the digital delivery means. TheContractor expressly acknowledges that, with respect to deliverables made according to this contract,no such terms, agreements, or other restrictions shall be applicable to or enforceable with respect tosuch deliverables unless such terms, agreements, or other restrictions expressly have been acceptedin writing by the Contracting Officer; otherwise, the Government’s rights in and to such deliverablesshall be governed exclusively by the terms of this task order.

C.18 INFORMATION SECURITY AND COMPUTER SYSTEM USAGE In accordance with U.S. Navy policy, any personnel, including the contractor, who utilizesDOD-owned systems, shall assume responsibility for adherence to restrictions regarding internet ande-mail usage. Navy policy prohibits racist, sexist, threatening, pornographic, personal business,subversive or politically partisan communications. All personnel, including the contractor, areaccountable and must act accordingly. DOD computer systems are monitored to ensure that the useis authorized, to facilitate protection against unauthorized access, and to verify security procedures,survivability and operational security. During monitoring, information may be examined, recorded,copied, and used for authorized purposes. All information, including personal information, placedon or sent over a DOD system may be monitored. Use of a DOD system constitutes consent tomonitoring. Unauthorized use may result in criminal prosecution. Evidence of unauthorized usecollected during monitoring may be used as a basis for recommended administrative, criminal oradverse action.

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C.19 SENSITIVE, PROPRIETARY, AND PERSONAL INFORMATION

Work under this contact may require that personnel have access to Privacy Information. Contractorpersonnel shall adhere to the Privacy Act, Title 5 of the U.S. Code, Section 552a and applicableagency rules and regulations. Access to and preparation of sensitive information subject to privacyAct and Business Sensitive safeguarding and destruction may be required in the execution oftasking associated with this contract. Administratively sensitive information/data must not be sharedoutside of the specific work areas. All personnel with access to privacy act data in support of thiscontract must sign a privacy act certification.

C.20 NON-DISCLOSURE AGREEMENTS (NDAs)

NDAs may be utilized to allow for access to company sensitive/proprietary data. For tasks requiringNDAs the contractor shall obtain appropriate agreements for all of their employees that areassociated with the task requiring such an agreement.

Contractor personnel may be required, from time to time, to sign non-disclosure statements asapplicable to specific Performance Work Statement tasking. The COR will notify the contractor ofthe number and type of personnel that will need to sign the Non-Disclosure agreements. Thesigned Non-Disclosure Agreements shall be executed prior to accessing data or providing support forinformation that must be safeguarded and returned to the COR for endorsement and retention. Copies of all executed NDAs shall be provided to the COR.

C.21 NON-PERSONAL SERVICES/INHERENTLY GOVERNMENTAL FUNCTIONS

(a) The Government will neither supervise contractor employees nor control the method by whichthe contractor performs the required tasks. The Government will not direct the hiring, dismissal orreassignment of contractor personnel. Under no circumstances shall the Government assign tasks to,or prepare work schedules for, individual contractor employees. It shall be the responsibility of thecontractor to manage its employees and to guard against any actions that are of the nature ofpersonal services or give the perception that personal services are being provided. If the contractorfeels that any actions constitute, or are perceived to constitute personal services, it shall be thecontractor's responsibility to notify the Contracting Officer immediately in accordance with theclause 52.243-7.

(b) Inherently-Governmental functions are not within the scope of this Task Order. Decisionsrelative to programs supported by the contractor shall be the sole responsibility of the Government. The contractor may be required to attend technical meetings for the Government; however, they arenot, under any circumstances, authorized to represent the Government or give the appearance thatthey are doing so.

C.22 SUBCONTRACTORS/CONSULTANTS (a) None of the services required by this contract shall be subcontracted to, or performed by, personsother than the Contractor or the Contractor’s employees without the prior written consent of theProcuring Contracting Officer

(b) In addition to the information required by FAR 52.244-2 Alternate 1 (JUN 2007) in Section I ofthe MAC, the contractor shall include the following information in requests to add subcontractors orconsultants during performance, regardless of subcontract type or pricing arrangement. Theserequirements apply to all subcontracts/consulting agreements where labor hours performed will becounted against the requirements of the Level of Effort clause in Section G of the Task Order. Further, this documentation should be submitted for each subcontract increase in scope (hours) orprice.

(c) Statements addressing: (1) The impact on the contractor’s ability to provide service at the contracted price, (2) The impact on compliance with FAR 52.219-14, Limitations on Subcontracting.(also showcalculations)

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(3) Sole source justification (if applicable) (4) A copy of the proposed subcontactor’s cost or price proposal. (5) Documentation establishing that the negotiated price is fair and reasonable. (6) The results of negotiations to incorporate rate caps no higher than the lower of (i) SeaPort-erate caps for the prime contractor, or in the case where the proposed subcontractor is also aSeaPort-e prime, (ii) rate caps that are no higher than the subcontractor’s prime SeaPort-e contractif lower than the prime contractor’s rate caps. (7) Detailed justifications to include second-tier subcontracting to other subcontractors orconsultants to include a rationale why these additional firms or consultants could not be directlyobtained by the prime contractor.

(d) The Government strongly discourages Time & Material (T&M) or Labor Hour pricingarrangements because the contractor has little incentive to manage their labor force effectively or tocontrol ODC costs. However, this type of pricing arrangement is permitted for subcontracts. In theseinstances, the contractor shall provide specific justification to negotiate subcontracts with this pricingarrangement. The prime contractor is strongly encouraged to ensure that any fee rate incorporatedinto the negotiated labor rate(s) does not exceed the fee rate negotiated for this Task Order. Theprime contractor shall also identify specific additional surveillance/controls to be employed toensure that efficient performance methods are being employed. C.23 CONTROL OF CONTRACTOR PERSONNEL

The contractor shall comply with the requirements of NAVSEA and NSWCDD instructions regardingperformance in Government facilities. All persons engaged in work while on Government propertyshall be subject to search of their persons (no bodily search) and vehicles at any time by theGovernment, and shall report any known or suspected security violations to the appropriate SecurityDepartment. Assignment, transfer, and reassignment of contractor personnel shall be at thediscretion of the contractor. However, when the Government directs, the contractor shall removefrom contract performance any person who endangers life, property, or national security throughimproper conduct. All contractor personnel engaged in work while on Government property shall besubject to the Standards of Conduct contained in SECNAVINST 5370.2J.

C.24 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING APPLICATION (ECMRA)

(a) The contractor shall report ALL contractor labor hours (including subcontractor labor hours)required for performance of services provided under this contract for the Naval Surface WarfareCenter Dahlgren Division via a secure data collection site. The contractor is required to completelyfill in all required data fields using the following web address https://doncmra.nmci.navy.mil .

(b) 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.

C.25 HQ C-1-0001 ITEM(S) - DATA REQUIREMENTS (NAVSEA)(SEP 1992)

The data to be furnished hereunder shall be prepared in accordance with the Contract DataRequirements List, DD Form 1423, Exhibit A, attached hereto. C. 26 HQ C-2-0002 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE(NAVSEA) (JUN 1994) (a) Performance under this contract may require that the Contractor have access totechnical data, computer software, or other sensitive data of another party who assertsthat such data or software is proprietary. If access to such data or software is required orto be provided, the Contractor shall enter into a written agreement with such party priorto gaining access to such data or software. The agreement shall address, at a minimum,

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

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

(1) access to, and use of, the proprietary data or software exclusively for the purposes ofperformance of the work required by this contract, and (2) safeguards to protect such dataor software from unauthorized use or disclosure for so long as the data or softwareremains proprietary. In addition, the agreement shall not impose any limitation upon theGovernment or its employees with respect to such data or software. A copy of theexecuted agreement shall be provided to the Contracting Officer. The Government mayunilaterally modify the contract to list those third parties with which the Contractor hasagreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to thedata or software as to the restrictions under which access is granted; (2) not disclose thedata or software to another party or other Contractor personnel except as authorized bythe Contracting Officer; (3) not engage in any other action, venture, or employmentwherein this information will be used, other than under this contract, in any mannerinconsistent with the spirit and intent of this requirement; (4) not disclose the data orsoftware to any other party, including, but not limited to, joint venturer, affiliate,successor, or assign of the Contractor; and (5) reproduce the restrictive stamp, 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 alsoapply to such information received from the Government through any means to which theContractor has access in the performance of this contract that contains proprietary orother restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of anyattempt by an individual, company, or Government representative not directly involved inthe effort to be performed under this contract to gain access to such proprietaryinformation. Such notification shall include the name and organization of the individual,company, or Government representative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier whichinvolve access to information covered by paragraph (a), substituting "subcontractor" for"Contractor" where appropriate.

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

C.27 HQ C-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004) (a) The Contractor agrees to test for viruses all computer software and/or computer databases, asdefined in the clause entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE ANDNONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS 252.227-7014), beforedelivery of that computer software or computer database in whatever media and on whatever systemthe software is delivered. The Contractor warrants that any such computer software and/or computerdatabase will be free of viruses when delivered.(b) The Contractor agrees to test any computer software and/or computer database(s) received fromthe Government for viruses prior to use under this contract.(c) Unless otherwise agreed in writing, any license agreement governing the use of any computersoftware to be delivered as a result of this contract must be paid-up and perpetual, or so nearlyperpetual as to allow the use of the computer software or computer data base with the equipmentfor which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functionalrequirements of this contract. In the event that there is any routine to disable the computer softwareor computer database after the software is developed for or delivered to the Government, thatroutine shall not disable the computer software or computer database until at least twenty-fivecalendar years after the delivery date of the affected computer software or computer database to theGovernment.(d) No copy protection devices or systems shall be used in any computer software or computerdatabase delivered under this contract to restrict or limit the Government from making copies. Thisdoes not prohibit license agreements from specifying the maximum amount of copies that can be

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made.(e) Delivery by the Contractor to the Government of certain technical data and other data is nowfrequently required in digital form rather than as hard copy. Such delivery may cause confusionbetween data rights and computer software rights. It is agreed that, to the extent that any such datais computer software by virtue of its delivery in digital form, the Government will be licensed to usethat digital-form data with exactly the same rights and limitations as if the data had been deliveredas hard copy. (f) Any limited rights legends or other allowed legends placed by a Contractor on technical data orother data delivered in digital form shall be digitally included on the same media as thedigital-form data and must be associated with the corresponding digital-form technical data towhich the legends apply to the extent possible. Such legends shall also be placed in human-readable form on a visible surface of the media carrying the digital-form data as delivered, to theextent possible.

C.28 HQ C-2-0037 ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000) (a) "Organizational Conflict of Interest" means that because of other activities or relationships withother persons, a person is unable or potentially unable to render impartial assistance or advice tothe Government, or the person's objectivity in performing the order work is or might be otherwiseimpaired, or a person has an unfair competitive advantage. "Person" as used herein includesCorporations, Partnerships, Joint Ventures, and other business enterprises.(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise setforth in the order, the Contractor does not have any organizational conflict of interest(s) as definedin paragraph (a). (c) It is recognized that the effort to be performed by the Contractor under this order may create apotential organizational conflict of interest on the instant order or on a future acquisition. In orderto avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interestof the Government, the right of the Contractor to participate in future procurement of equipmentand/or services that are the subject of any work under this order shall be limited as described belowin 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 would permitor result in disclosure to any party outside the Government any information provided to theContractor by the Government during or as a result of performance of this order. Such informationincludes information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover suchinformation whether or not in its original form, e.g., where the information has been included inContractor generated work or where it is discernible from materials incorporating or based upon suchinformation. This prohibition shall not expire after a given period of time. (2) 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 generated orderived during or as a result of performance of this order. This prohibition shall expire after a periodof three years after completion of performance of this order. (3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equalforce to any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor,any joint 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 order and for a period of threeyears after completion of performance of this order, the Contractor, any affiliate of the Contractor,any subcontractor, consultant, or employee of the Contractor, any joint venture involving theContractor, any entity into or with which it may subsequently merge or affiliate, or any othersuccessor or assign of the Contractor, shall not furnish to the United States Government, either as aprime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, anysystem, component or services which is the subject of the work to be performed under this order. This exclusion does not apply to any re-competition for those systems, components, or servicesfurnished pursuant to this order.As provided in FAR 9.505-2, if the Government procures the system, component, or services on thebasis of work statements growing out of the effort performed under this order, from a source otherthan the contractor, subcontractor, affiliate, or assign of either, during the course of performance of

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this order or before the three year period following completion of this order 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, the Contractormay be authorized to compete for procurement(s) for systems, components, or services subsequentto 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 Contracting Officer. The notification shall include a description of the actual or potential organizational conflict ofinterest, a description of the action, which the Contractor has taken or proposes to take to avoid,mitigate, or neutralize the conflict, and any other relevant information that would assist theContracting Officer in making a determination on this matter. Notwithstanding this notification, theGovernment may terminate the order for the convenience of the Government if determined to be inthe best interest of the Government.(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, ofan organizational conflict of interest prior to the award of this order or becomes, or should become,aware of an organizational conflict of interest after award of this order and does not make animmediate and full disclosure in writing to the Contracting Officer, the Government may terminatethis order for default. (h) If the Contractor takes any action prohibited by this requirement or fails to take action requiredby this requirement, the Government may terminate this order 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 marketing orselling to the United States Government its product lines in existence on the effective date of thisorder; nor, shall this requirement preclude the Contractor from participating in any research anddevelopment or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement.(k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked toevaluate or advise the Government concerning its own products or activities or those of a competitorin order to ensure proper safeguards exist to guarantee objectivity and to protect the Government'sinterest.(l) The Contractor shall include this requirement in subcontracts of any tier which involve access toinformation 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 order.(n) Compliance with this requirement is a material requirement of this order.

C.29 HQ C-2-0059 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994) If, during the performance of this or any other contract, the contractor believes that any contractcontains outdated or different versions of any specifications or standards, the contractor may requestthat all of its contracts be updated to include the current version of the applicable specification orstandard. Updating shall not affect the form, fit or function of any deliverable item or increase thecost/price of the item to the Government. The contractor should submit update requests to theProcuring Contracting Officer with copies to the Administrative Contracting Officer and cognizantprogram office representative for approval. The contractor shall perform the contract in accordancewith the existing specifications and standards until notified of approval/disapproval by the ProcuringContracting Officer. Any approved alternate specifications or standards will be incorporated into thecontract.

C.30 HQ C-2-0065 SOFTWARE DEVELOPMENT REQUIREMENTS (NAVSEA) (DEC 2006)(MODIFIED) (SEP 2012) (a) The contractor shall define a general Software Development Plan (SDP) appropriate for thecomputer software effort to be performed under this contract. The SDP shall, at a minimum: (1) Define the contractor's proposed life cycle model and the processes used as a part of that model.In this context, the term "life cycle model" is as defined in IEEE Std. 12207:2008;

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(2) Contain the information defined by ISO/IEC/IEEE 15289:2011, section 7.3 (generic content) andthe Mapping of ISO/IEC 12207:2008 (IEEE Std. 12207:2008) Clauses to Information Items for EachSoftware Life Cycle Process in Table 2 of ISO/IEC/IEEE 15289:2011. In all cases, the level of detailshall be sufficient to define all software development processes, activities, and tasks to beconducted; (3) Identify the specific standards, methods, tools, actions, strategies, and responsibilities associatedwith development and qualification; (4) Document all processes applicable to the system to be acquired, including the Primary,Supporting, and Organizational life cycle processes as defined by IEEE Std. 12207:2008 asappropriate. Such processes shall be equivalent to those articulated by CMMI®; (5) Include the content defined by all information items listed in Table 2 of ISO/IEC/IEEE15289:2011, as appropriate for the system and be consistent with the processes proposed by thedevelopers; (6) Adhere to the characteristics defined in section 6.1 ISO/IEC/IEEE 15289:2011, as appropriate; (7) Describe the overall life cycle and include primary, supporting, and organizational processesbased on the work content of this contract; (8) Be in accordance with the framework defined in IEEE Std. 12207:2008, including, but notlimited to, defining the processes, the activities to be performed as a part of the processes, the taskswhich support the activities, and the techniques and tools to be used to perform the tasks; (9) Contain a level of information sufficient to allow the use of the SDP as the full guidance for thedevelopers. In accordance with 7.3 of ISO/IEC/IEEE 15289:2011, such information shall at aminimum contain, specific standards, methods, tools, actions, reuse strategy, and responsibilityassociated with the development and qualification of all requirements, including safety andsecurity. (b) The SDP shall be delivered to the Government for concurrence under CDRL and shall not varysignificantly from that proposed to the Government for evaluation for award. The contractor shallfollow the Government concurred with SDP for all computer software to be developed ormaintained under this effort. Any changes, modifications, additions or substitutions to the SDP alsorequire prior Government concurrence. C.31 Ddl-C30 HAZARDOUS MATERIALS USED ON GOVERNMENT SITE

(a) This clause applies if hazardous materials are utilized at any time during the performance ofwork on a Government site under this Task Order Hazardous materials are defined in FederalStandard No. 313 and include items such as chemicals, paint, thinners, cleaning fluids, alcohol,epoxy, flammable solvents, or asbestos.(b) The contractor shall have an active Hazard Communication Program in place for all contractoremployees per 29 C.F.R. 1910.1200. Before delivery of any hazardous materials onto Governmentproperty, the Contractor shall provide the both the Contracting Officer and the Contracting Officer'sRepresentative (COR) with an inventory and Material Safety Data Sheet (MSDS) for these materials.

C.32 Ddl-C40 USE OF INFORMATION SYSTEM (IS) RESOURCES

Contractor Provision of IS Resources

Except in special circumstances explicitly detailed elsewhere in this document, the Contractor shallprovide all IS resources needed in the performance of this contract. This includes computers,software, networks, certificates, and network addresses.

Contractor Use of NSWCDD IS Resources

In the event that the contractor is required to have access to NSWCDD IS resources, the login name

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used for access shall conform to the NMCI login naming convention. If the contractor requires accessto applications/systems that utilize client certificates for authentication, the contractor is responsiblefor obtaining requisite certificates from a DOD or External Certificate Authority.

If this contract requires that the contractor be granted access and use of NSWCDD IS resources (atany site), the IS shall be accredited for contractor use in accordance with procedures specified bythe Information Assurance Office.

Connections Between NSWCDD and Contractor Facilities

If there is a requirement (specifically delineated elsewhere in this contract) for interconnection (e.g.,link level or Virtual Private Network (VPN)) between any facilities and/or ISs owned or operated bythe contractor and ISs owned or operated by NSWCDD, such interconnection shall take place onlyafter approval from the NSWCDD Information Assurance Office. All such connections as well as theISs connected thereto will be accredited in accordance with DOD policy (DODI 5200.40) by thecognizant Designated Approving Authority (DAA) and comply with the requirements of CJCSI6211.02B regarding Memorandums of Agreement. All such connections will be made outside theappropriate NSWCDD firewall. C.33 SHIPBOARD PROTOCOL

(a) This task order will involve working onboard U.S. and/or foreign naval ships or vessels. As such,the Contractor is reminded of its responsibility to assure that shipboard protocol is stringentlyfollowed. Specifically, visit requests must be arranged through the Government sponsor and mustbe forwarded to the individual command being visited as well as to all supporting commands, suchas the base, squadron, tender, etc. that the visitor must pass through to get to the ship or vessel; theContractor is responsible for obtaining and maintaining specialized training (i.e., nuclearawareness, safety, quality control, etc.) and certification (i.e., SUBSAFE certification, etc.);personnel performing onboard U.S. Navy ships must have at least a SECRET security clearance; ifnot led by a government representative, the Contractor is responsible for briefing the ship/commandupon arrival; and the Contractor is responsible for debriefing the ship/command upon departure toinclude the operational status of the equipment.

(b) The Contractor shall ensure its personnel adhere to these requirements when performingshipboard. Compliance shall be reported in the trip report.

(1) All personnel working shipboard shall possess at least a SECRET security clearance.

(2) All personnel, while shipboard, shall conform to the rules and regulations of the ship. It is theresponsibility of the Contractor to determine the proper rules, regulations, actions, policy, andprocedures.

a. Alarms – actual or drill shall be reported and procedures appropriately adhered.

b. Safety – hardhats, tag-outs, safety shoes, goggles, safety harnesses, etc., as appropriateshall be utilized.

c. Some shipboard tasking may require ascending and descending vertical ladders to andfrom the highest points of the ship both pier side and underway. d. Must be able stand; walk; climb stairs; balance; stoop; kneel; crouch or crawl around andlift a maximum of 50 lbs (single person) in the test environment. e. HAZMAT – bringing hazardous materials aboard, using hazardous materials is strictlyprohibited.

(3) The designated team lead shall, upon arrival, brief the Commanding Officer or his/herdesignated representative as to the purpose of the visit and expected duration.

(4) The designated team lead shall, upon final departure, debrief the Commanding Officer or

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his/her designated representative as to the success of the tasking and the operational condition ofaffected equipment. (c) The Contractor shall comply with COMUSFLTFORCOM/COMPACFLT INSTRUCTION 6320.3Aregarding the medical and dental screening of all personnel that may embark aboard any U.S. Navyvessel.

C.34 HQ C-2-0004 ACCESS TO THE VESSEL(S) (AT) (NAVSEA) (JAN 1983) Officers, employees and associates of other prime Contractors with the Government and theirsubcontractors, shall, as authorized by the Supervisor, have, at all reasonable times, admission tothe plant, access to the vessel(s) where and as required, and be permitted, within the plant and onthe vessel(s) required, and be permitted, within the plant and on the vessel(s) to perform and fulfilltheir respective obligations to the Government. The Contractor shall make reasonablearrangements with the Government or Contractors of the Government, as shall have been identifiedand authorized by the Supervisor to be given admission to the plant and access to the vessel(s) foroffice space, work areas, storage or shop areas, or other facilities and services, necessary for theperformance of the respective responsibilities involved, and reasonable to their performance. C.35 HQ C-2-0005 ACCESS TO VESSELS BY NON-U.S. CITIZENS (NAVSEA)(DEC 2005) (a) No person not known to be a U.S. citizen shall be eligible for access to naval vessels, work sitesand adjacent areas when said vessels are under construction, conversion, overhaul, or repair, exceptupon a finding by COMNAVSEA or his designated representative that such access should bepermitted in the best interest of the United States. The Contractor shall establish procedures tocomply with this requirement and NAVSEAINST 5500.3 (series) in effect on the date of this contractor agreement. (b) If the Contractor desires to employ non-U.S. citizens in the performance of work under thiscontract or agreement that requires access as specified in paragraph (a) of this requirement,approval must be obtained prior to access for each contract or agreement where such access isrequired. To request such approval for non-U.S. citizens of friendly countries, the Contractor shallsubmit to the cognizant Contract Administration Office (CAO), an Access Control Plan (ACP) whichshall contain as a minimum, the following information: (1) Badge or Pass oriented identification, access, and movement control system for non-U.S.citizen employees with the badge or pass to be worn or displayed on outer garments at all timeswhile on the Contractor's facilities and when performing work aboard ship. (i) Badges must be of such design and appearance that permits easy recognition tofacilitate quick and positive identification. (ii) Access authorization and limitations for the bearer must be clearly establishedand in accordance with applicable security regulations and instructions. (iii) A control system, which provides rigid accountability procedures for handlinglost, damaged, forgotten or no longer required badges, must be established. (iv) A badge or pass check must be performed at all points of entry to theContractor's facilities or by a site supervisor for work performed on vessels outside the Contractor'splant. (2) Contractor's plan for ascertaining citizenship and for screening employees for security risk. (3) Data reflecting the number, nationality, and positions held by non-U.S. citizen employees,including procedures to update data as non-U.S. citizen employee data changes, and pass tocognizant CAO. (4) Contractor's plan for ensuring subcontractor compliance with the provisions of theContractor's ACP. (5) These conditions and controls are intended to serve as guidelines representing theminimum requirements of an acceptable ACP. They are not meant to restrict the Contractor in anyway from imposing additional controls necessary to tailor these requirements to a specific facility. (c) To request approval for non-U.S. citizens of hostile and/or communist-controlled countries(listed in Department of Defense Industrial Security Manual, DOD 5220.22-M or available fromcognizant CAO), Contractor shall include in the ACP the following employee data: name, place ofbirth, citizenship (if different from place of birth), date of entry to U.S., extenuating circumstances (ifany) concerning immigration to U.S., number of years employed by Contractor, position, and statedintent concerning U.S. citizenship. COMNAVSEA or his designated representative will make

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individual determinations for desirability of access for the above group. Approval of ACP's foraccess of non-U.S. citizens of friendly countries will not be delayed for approval of non-U.S. citizensof hostile communist-controlled countries. Until approval is received, Contractor must deny accessto vessels for employees who are non-U.S. citizens of hostile and/or communist-controlled countries. (d) The Contractor shall fully comply with approved ACPs. Noncompliance by the Contractor orsubcontractor serves to cancel any authorization previously granted, in which case the Contractorshall be precluded from the continued use of non-U.S. citizens on this contract or agreement untilsuch time as the compliance with an approved ACP is demonstrated and upon a determination bythe CAO that the Government's interests are protected. Further, the Government reserves the rightto cancel previously granted authority when such cancellation is determined to be in theGovernment's best interest. Use of non-U.S. citizens, without an approved ACP or when a previousauthorization has been canceled, will be considered a violation of security regulations. Uponconfirmation by the CAO of such violation, this contract, agreement or any job order issued underthis agreement may be terminated or default in accordance with the clause entitled "DEFAULT(FIXED-PRICE SUPPLY AND SERVICE)" (FAR 52.249-8), "DEFAULT (FIXED-PRICE RESEARCHAND DEVELOPMENT)" (FAR 52.249-9) or "TERMINATION (COST REIMBURSEMENT)" (FAR52.249-6), as applicable. (e) Prime Contractors have full responsibility for the proper administration of the approved ACP forall work performed under this contract or agreement, regardless of the location of the vessel, andmust ensure compliance by all subcontractors, technical representatives and other persons grantedaccess to U.S. Navy vessels, adjacent areas, and work sites. (f) In the event the Contractor does not intend to employ non-U.S. citizens in the performance ofthe work under this contract, but has non-U.S. citizen employees, such employees must beprecluded from access to the vessel and its work site and those shops where work on the vessel'sequipment is being performed. The ACP must spell out how non-U.S. citizens are excluded fromaccess to contract work areas. (g) The same restriction as in paragraph (f) above applies to other non-US citizens who have accessto the Contractor’s facilities (e.g., for accomplishing facility improvements, from foreign crewedvessels within its facility, etc.

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SECTION D PACKAGING AND MARKING

HQ D-1-0001 DATA PACKAGING LANGUAGE

Data to be delivered by Integrated Digital Environment (IDE) or other electronic media shall be asspecified in the contract.

All unclassified data to be shipped shall be prepared for shipment in accordance with bestcommercial practice.

Classified reports, data, and documentation shall be prepared for shipment in accordance withNational Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28February 2006, Incorporating Change 1 on March 28, 2013.

HQ D-2-0008 MARKING OF REPORTS (NAVSEA) (SEP 1990)

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

(1) name and business address of the Contractor

(2) contract number

(3) contract dollar amount

(4) whether the contract was competitively or non-competitively awarded

(5) sponsor: _________________________________________ (Name of Individual Sponsor)

_________________________________________ (Name of Requiring Activity)

_________________________________________ (City and State)

Note 1: All Deliverables shall be packaged and marked IAW Best Commercial Practice.

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SECTION E INSPECTION AND ACCEPTANCE

E.1 INSPECTION AND ACCEPTANCE

Inspection and Acceptance will be performed at NSWCDD, Dahlgren, VA by the ContractingOfficer's Representative (COR).

E.2 PERFORMANCE BASED TASK ORDER REVIEW AND ACCEPTANCE PROCEDURES

(a) This is a performance based Task Order as defined in FAR Part 37.6. Contractor performance willbe evaluated in accordance with the Quality Assurance Surveillance Plan (QASP) that is providedbelow.

(b) The QASP defines this evaluation and acceptance to be part of the annual ContractorPerformance Assessment Reporting System (CPARS). The contractor may obtain more informationregarding the CPARS process at the following internet site:

http://cpars.navy.mil

E.3 QUALITY ASSURANCE SURVEILLANCE PLAN (QASP)

E.3.1 PURPOSE

E.3.1.1 This Quality Assurance Surveillance Plan is a Government-developed and applied documentused to make sure the systematic quality assurance methods are used in the administration of thisperformance-based contract. The intent is to ensure that the contractor performs in accordance withthe performance objectives and the Government receives the quality of services called for in thecontract. In addition, this QASP provides the specific criteria and process to be following indetermining whether to exercise the award-term options.

E.3.1.2 The purpose of the QASP is to describe the systematic methods used to monitor performanceand to identify the required documentation and the resources to be employed. The QASP provides ameans for evaluating whether the contractor is meeting the performance standards/quality levelsidentified in the PWS and the contractor’s quality control plan (QCP), and to ensure that theGovernment pays only for the level of services received.

E.3.1.3 This QASP defines the roles and responsibilities of Government personnel involved in theevaluation of the quality of contractor performance, identifies the performance objectives, defines themethodologies used to monitor and evaluate the contractor’s performance, describes qualityassurance documentation requirements, and describes the analysis of quality assurance monitoringresults.

E.3.2 AUTHORITY

The authority for issuance of this QASP is provided under Contract Section E – Inspection andAcceptance which provides for inspections and acceptance of the services and deliverables called forin service contracts to be executed by the Contracting Officer of a duly authorized representative.

E.3.3 SCOPE

E.3.3.1 The PWS structures the acquisition around “what” service or quality level is required, asopposed to “how” the contractor should perform the work (i.e., results, not compliance). This QASPwill define the performance management approach taken to monitor and manage the contractor’sperformance to ensure the expected outcomes or performance objectives communicated in the PWSare achieved. Performance management rests on developing a capability to review and analyzeinformation generated through performance assessment. The ability to make decisions based on theanalysis of performance data is the cornerstone of performance management; this analysis yieldsinformation that indicates whether expected outcomes for the project are being achieved by the

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http://cpars.navy.mil/

contractor.

E.3.3.2 Performance management represents a significant shift from the more traditional qualityassurance (QA) concepts in several ways. Performance management focuses on assessing whetheroutcomes are being achieved and to what extent. This approach migrates away from scrutiny ofcompliance with the processes and practices used to achieve the outcome. A performance-basedapproach enables the contractor to play a large role in how the work is performed, as long as theproposed processes are within the stated constraints. The only exceptions to process reviews are thoserequired by law (federal, state, and local) and compelling business situations, such as safety andhealth. A “results” focus provides the contractor flexibility to continuously improve and innovate overthe course of the task order as long as the critical outcomes expected are being achieved and/or thedesired performance levels are being met.

E.3.3.3 The contractor is responsible for the quality of all work performed. The contractor measuresthat quality through the contractor’s own quality control plan (QCP). Quality control is work output, notworkers, and therefore includes all work performed under this Order regardless of whether the work isperformed by contractor employees or by subcontractors. The contractor’s QCP will set forth thestaffing and procedures for self-inspecting the quality, timeliness, responsiveness, customersatisfaction, and other performance requirements in the PWS. The contractor will develop andimplement a performance management system with processes to assess and report its performance tothe designated Government representative. This QASP enables the Government to take advantageof the contractor’s QCP.

E.3.3.4 The Government will assess performance using the methodology contained herein and theContractor Performance Assessment Reporting System (CPARS) to determine how the contractor isperforming against communicated performance objectives. CPARS assesses a contractor’sperformance, both positive and negative, and provides a record on a given contract during a specifiedperiod of time. More information pertaining to CPARS can be found at: http://www.cpars.csd.disa.mil/cparsfiles/pdfs/DoD-CPARS-Guide.pdf. Each assessment will be based on objective data (ormeasurable, subjective data when objective data is not available) supportable by program andcontract management data. The QASP methodology and CPARS performance expectations will beaddressed in the Government and contractor’s initial post-award meeting. Potential sources of datamay include the following:

- Status and progress reviews and reports - Production and management reviews and reports - Management and engineering process reviews (e.g. risk management, requirements management, etc.) and reports - Cost performance reports and other cost and schedule metrics - Other program measures and metrics such as: - Measures of progress and status of resources - Measures of deliverable timeliness and accuracy - Measures of product quality and process performance - External and sponsor feedback/comments and satisfaction ratings - Systems engineering and other technical progress reviews - Technical interchange meetings - Physical and functional configuration audits - Quality reviews and quality assurance evaluations - Functional performance evaluations - Subcontract Reports

E.3.3.5 A preliminary CPARS evaluation/rating will be performed. The purpose of this review is todetermine whether the Contractor is performing at least at a Satisfactory level for each area to beassessed using Table 1. This methodology will be utilized as an important factor in determiningwhether or not to exercise Option 1 and 2 under the Order. Further, the formal CPARS ratings areused as reference material by others in source selection.

E.3.3.6 Options Periods 3 and 4 are Award Term Options (See Table 2). In order for an Award Termoption to be exercised, the contractor must have achieved at least a Very Good for each majorelement.

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http://www.cpars.csd.disa.mil/cparsfiles/pdfs/DoD-CPARS-Guide.pdf

E.3.4 ROLES AND RESPONSIBILITIES

E.3.4.1 Contracting Officer

E.3.4.1.1 An individual duly appointed with the authority to enter into (PCO) or administer (ACO)contracts and make related determination and findings on behalf of the Government. The PCO forthis contract is identified in Section G, Ddl-G10 Government Contract Administration Points-of-Contactand Responsibilities. The ACO will be designated in the resulting Order. Contracting Officers aredesignated via a written warrant, which sets forth limitations of their respective authority.

E.3.4.1.2 The Contracting Officer ensures performance of all necessary actions for effective contractadministration ensures compliance with the terms of the contract and safeguards the interests of theUnited States in the contractual relationship. It is the Contracting Officer that ensures the Contractorreceives impartial, fair and equitable treatment under the Order. The Contracting Officer is ultimatelyresponsible for the final determination of the acceptability of the Contractor’s performance. The PCOis also the Term-Determining Official (TDO)

E.3.4.2 Contract Specialist

E.3.4.2.1 Assigned by the PCO to provide daily administration of the contract.

E.3.4.2.2 Provides input to the PCO and the COR as to the quality of performance for areas addressedin this QASP.

E.3.4.3 Contracting Officer’s Representative (COR)

E.3.4.3.1 An individual appointed in writing by the PCO to act as their authorized representative toassist in technical administration of the Order. The COR is appointed in the contract award. Thelimitations of authority are contained in a written letter of appointment which is a formal attachmentto the contract.

E.3.4.3.2 The COR is responsible for technical administration of the Contract and assuresproper surveillance of the contractor’s technical performance. The COR provides QASP reports to thePCO.

E.3.4.3.3 The COR is not empowered to make any contractual commitments or to authorize anychanges. Any changes that the contractor deems may affect contract price, terms, or conditions shallbe referred to the Contracting Officer for action.

E.3.4.4 Subject Matter Expert (SME)

E.3.4.4.1 SMEs are individuals who may be assigned by the COR to perform limited technicaloversight of specific projects, work areas, or Technical Instructions issued under the contract.

E.3.4.4.2 The SME provides input to the COR as to the quality of technical performance for theirrespective area(s) of expertise.

E.3.4.4.3 A SME cannot, in any manner, alter the scope of the contract, make commitments orauthorize any changes on the Government’s behalf.

E.3.5.0 SCHEDULE

The QASP evaluation will be in accordance with Table 1. In order to accomplish this, the followingschedule applies:

E.3.5.1 Contractor Self-Assessment (written) is due to the Contracting Officer and the COR no laterthan the end of month nine (9) for the base period covering the first eight months of performance andtwelve (12) months thereafter for each period of performance covering the next twelve months ofperformance. Failure of the contractor to make a timely delivery will be viewed as the contractor’soverall inability to comply with Contract schedules.

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E.3.5.2 COR Written Assessment is due to the Contracting Officer no later than the end of week two (2)of month nine (9) for the base period and twelve (12) months thereafter for each period ofperformance.

E.3.6.0 IDENTIFICATION OF REQUIRED PERFORMANCE STANDARDS/QUALITY LEVELS

E.3.6.1 Table 1 provides the overall performance ratings. Table 2 provides the QASP objectives. Table 3 provides the Task Performance Evaluation Criteria and Standards for each Major PerformanceElement.

E.3.6.2 The required performance standards and quality levels are included in Table (1),“Performance Standards”. If the contractor meets the required service or performance level, thecontractor will receive positive preliminary QASP and CPARS ratings. If the contractor fails to meetthe required performance level, the result will be negative QASP and CPARS ratings.

E.3.6.3 If the Contractor fails to meet the required performance level based on the preliminary review,the Government may not exercise the next Option period under the Order. “meeting the requiredperformance level” means that the contractor must receive at least a Satisfactory rating (see table 1)for each of the seven (7) major element that are evaluated (Technical Performance, Staffing,Customer Satisfaction, Management Performance and Problem Resolution, Cost Efficiency,Subcontracting, and Other Direct Costs) for the performance period being evaluated (See Table 3).

E.3.6.4 Options Periods 3 and 4 are Award Term Options (See Table 2). In order for an Award Termto be issued, the contractor must have achieved at least a Very Good rating for four of the seven majorelements (with one of the four major elements being Technical Performance) and not less than aSatisfactory for the remaining three major elements.

E.3.6.5 The Contracting Officer will make an Award Term incentive determination for Award Term 1and Award Term 2 prior to the end of each preceding evaluation period. The determination will bebased on the COR’s recommendation, and any other information deemed relevant by the ContractingOfficer.

E.3.7.0 METHODOLOGIES TO MONITOR PERFORMANCE

E.3.7.1 Surveillance Techniques

In an effort to minimize the performance management burden, simplified surveillance methods shallbe used by the Government to evaluate contractor performance when appropriate. The Governmentwill use the following methods of surveillance:

(a) Random monitoring

(b) 100% Inspection

(c) Periodic Inspection

(d) Customer Feedback

E.3.7.2 Customer Feedback

E.3.7.2.1 The contractor is expected to establish and maintain professional communication betweenits employees and customers at all levels. The primary objective of this communication is customersatisfaction. Customer satisfaction is the most significant external indicator of the success andeffectiveness of all services provided and can be measured through customer complaints.

E.3.7.2.2 Performance management drives the contractor to be customer focused through initiallyand internally addressing customer complaints and investigating the issues and/or problems but thecustomer always has the option to communicate complaints to the PCO, as opposed to the contractor.

E.3.7.2.3 Customer complaints, to be considered valid, must set forth clearly and in writing the

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detailed nature of the complaint, must be signed, and must be forwarded to the COR. The COR willaccept those customer complaints, investigate and work with the PCO and contractor to resolve theissue.

E.3.7.2.4 Customer feedback may also be obtained either from the results of formal customersatisfaction surveys or from random customer complaints.

E.3.8.0 QUALITY ASSURANCE DOCUMENTATION

E.3.8.1 The Performance Management Feedback Loop

The performance management feedback loop begins with the communication of expected outcomes. Performance standards and performance monitoring techniques are expressed in Table 1.

E.3.8.2 Monitoring System

The Government’s QA surveillance, accomplished by the COR, in conjunction with the PCO, will bereported using the methodology described herein. Interim evaluations will be done IAW paragraphSection E.3.5.0 as input to Option Exercise determinations. Formal CPARS evaluations shall beconducted on an annual basis.

Table 1 – Overall Performance Ratings

Overall PerformanceRating

Standard

Exceptional

Performance meets contractual requirements and exceeds manyrequirements to the Government ’s benefit

Very Good

Performance meets contractual requirements and exceeds some tothe Government’s benefit

Satisfactory Performance meets contractual requirements

Marginal

Performance does not meet some contractual requirements. Theelement being assessed reflects a serious problem for which thecontractor has not yet implemented satisfactory corrective measures.

Unsatisfactory

Performance does not meet contractual requirements and recoveryis not likely in a timely manner. Contractor’s corrective actions todate are ineffective.

Table 2 – QASP Objectives

QASP OBJECTIVES

AssessmentPeriod

AcceptablePerformanceDefinition

Schedule Incentives

Base PeriodOverall PerformanceRating of at least

In accordance with theQASP Schedule;

(+) Meet the acceptableperformance definition as acondition for exercise of

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QASP OBJECTIVES

AssessmentPeriod

AcceptablePerformanceDefinition

Schedule Incentives

“Satisfactory”. annually using theCPARS systemcovering the previous 8months.

Option 1.(-) Does not meet theacceptable performancedefinition as a condition forexercise of Option 1.

Option 1

Overall PerformanceRating of at least“Satisfactory”.

In accordance with theQASP Schedule;annually using theCPARS systemcovering the previous12 months.

(+) Meet the acceptableperformance definition as acondition for exercise ofOption 2.(-) Does not meet theacceptable performancedefinition as a condition forexercise of Option 2.

Option 2Overall PerformanceRating of at least“Very Good".


(+) Meet the acceptableperformance definition as acondition for granting AwardTerm Option 3.(-) Does not meet theacceptable performancedefinition as a condition forgranting Award Term Option 3.

Option 3 (Award Term)

Overall Performancerating of at least"Very Good".


(+) Meet the acceptableperformance definition as acondition for granting AwardTerm Option 4.(-) Does not meet theacceptable performancedefinition as a condition forgranting Award Term Option 4.

Option 4(Award Term)


Final CPARS ratings.

Table 3 – Task Performance Evaluation Criteria and Standards

ELEMENT

UNSATISFACTORY

MARGINAL

SATISFACTORY

VERY GOOD

EXCEPTIONAL

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I.Technical Performance

Timeliness Contractor frequentlymisses deadlines, oris slow ornon-responsive torespond toGovernment requests.

Contractoroccasionallymisses deadlines,schedules or isslow oroccasionallynon-responsive torespond toGovernmentrequests.

Contractorroutinely meetsdeadlines,schedules, quicklyresponds toGovernmentrequests.

Contractor routinelymeets deadlinesand schedules andoccasionallydelivers early andrespondsimmediately toGovernmentrequests.

Contractor routinelydelivers ahead ofdeadlines, schedules, andresponds immediately toGovernment requests.

Quality Deliverables aretypically not wellresearched andcontain many technicalinaccuracies. Reworkis frequentlyrequired.

Deliverables areoccasionally notwell researchedand contain sometechnicalinaccuracies.Rework isoccasionallyrequired

Data Deliverablesreceived are wellresearched,complete andtechnicallyaccurate. No morethan one revision istypically needed toaccept the item. Other deliverablesmeet all Contractrequirements.

Data Deliverablesreceived are wellresearched,complete andtechnicallyaccurate. Otherdeliverables meetall Contractrequirements.

Data Deliverablesreceived are always wellresearched, complete andtechnically accurate. They frequently exceedtechnical expectations. Rework is not required. Other deliverablestypically exceed allContract requirements.

II. StaffingContractor providesmarginally qualified orunqualified personnel.

Lapses in coverageoccur regularly.

Contractorprovidesmarginallyqualifiedpersonnel.

Lapses incoverable occurmore thanoccasionally.

Contractorprovides qualifiedpersonnel.

Lapses in coverageoccur occasionallyand aresuccessfullymanaged by thecontractor with tominimize impact ontimeliness orquality.

New/and orsubstitute resumessubmitted IAWcontract reqmts.

Personnel workproducts fullyconsistent withresumequalifications.

Contractor providesa mix of qualifiedand highly qualifiedpersonnel.

Lapses in coverageare rare and aresuccessfullymanaged by thecontractor with noimpact ontimeliness orquality.

New/and orsubstitute resumessubmitted IAWcontract reqmts.

Personnel workproducts fullyconsistent withresumequalifications

Contractor provideshighly qualifiedpersonnel.

Lapses in coverage arerare and are successfullymanaged by thecontractor with no impacton timeliness or quality.

New/and or substituteresumes submitted IAWcontract reqmts.

Personnel work productsfully consistent withresume qualifications.

III. Customer Satisfaction

Fails to meetcustomer expectations

Contractoroccasionally failsto meet customerexpectations.

Meets customerexpectations.

Routinely meets oroccasionallyexceeds customerexpectations.

Exceeds customerexpectations.

IV. Management Performance & Problem Resolution

ProblemResolution

Problems areunresolved, repetitive,or take excessiveGovernment effort toresolve.

Problems aregenerally resolvedbut take unusualGovernment effortto resolve or takean excessiveamount of time toresolve.

Problems areresolved quicklywith minimalGovernmentinvolvement.

Problems occurinfrequently and aregenerally resolvedquickly with minimalGovernmentinvolvement.

Problems are non-existentor the contractor takescorrective action withoutGovernment involvement.

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Responsiveness Contractor’smanagement isunresponsive toGovernmentrequests andconcerns.

Contractor’smanagement isoccasionallyunresponsive toGovernment requests andconcerns.

Contractor’smanagement isresponsive toGovernmentrequests andconcerns.

Contractor’smanagement isresponsive torequests andconcerns andoccasionallyproactive inanticipatingconcerns.

Contractor’s managementtakes proactive approachin dealing withGovernmentrepresentatives andanticipates concerns.

Communication

Contractor fails tocommunicate withGovernment in aneffective and timelymanner.

Contractoroccasionally failsto communicatewith Governmentin an effective andtimely manner.

Contractorroutinelycommunicates withGovernment in aneffective and timelymanner.

Contractor routinelycommunicates withGovernment in aneffective and timelymanner and isfrequently proactivein managingcommunication.

Contractor takes proactiveapproach such thatcommunications arealmost always clear,effective and timely.

V. Cost & Efficiency

Cost Mgmt &Reporting

Contractor regularlyexperiences costoverruns.

Cost reports are lateand contain errors.

Invoicing is notaccurate or submittedin a timelymanner. Supportingdetail is missing orincomplete.

Subcontractorinvoices are rarelypaid in a timelymanner.

Contractor mayexperienceoccasional costoverruns.

Cost reports areoccasionally lateand/or containerrors.

Invoices areoccasionally lateor contain errors.Supporting detailcontainsoccasional errors

Subcontractorinvoices are notpaid in a timelymanner. SBsubcontractorinvoices are notexpedited.

Contractorroutinely completesthe effort within theoriginallyagreed-toestimated cost.Funds andresources used incost-effectivemanner.

Cost reports aretimely, accurate,complete andclearly written.

Invoices are timely(no more than 3weeks after enddate of periodbeing invoiced) andare accurate. Allsupporting detail isprovided.

Subcontractorinvoices are paid ina timely manner. SB subcontractorinvoices areexpedited.

Contractor routinelycompletes the effortwithin the originallyagreed-toestimated cost andexperiencesoccasional costunder runs. Fundsand resources usedin cost-effectivemanner.

Cost reports aretimely, accurate,complete andclearly written.

Invoices are timely(no more than 3weeks after enddate of period beinginvoiced) and areaccurate. Allsupporting detail isprovided.

Subcontractorinvoices are paid ina timely manner. SB subcontractorinvoices areexpedited.

Contractor oftencompletes the effort atlower than estimatedcosts. Funds andresources used in a mostcost-effective manner.

Cost reports are timely,accurate, complete andclearly written.

Invoices are timely (nomore than 2 weeks afterend date of period beinginvoiced) and areaccurate. All supportingdetail is provided.

Subcontractor invoicesare paid in a timelymanner. SBsubcontractor invoicesare expedited.

VI. Subcontracting

Subcontractorinvoices are rarelypaid in a timelymanner.

Subcontractorinvoices are notpaid in a timelymanner. SBsubcontractorinvoices are notexpedited.

Subcontractorinvoices are paidin a timelymanner. SBsubcontractorinvoices areexpedited.

Subcontractorinvoices are paidin a timelymanner. SBsubcontractorinvoices areexpedited.

Subcontractor invoicesare paid in a timelymanner. SBsubcontractor invoicesare expedited.

VII.

Other Direct Cost(ODC)

ODCs are notaccurately or timelyreported or invoiced. Errors are not quicklycorrected.

Does not comply with

ODCs areoccasionally notreported orinvoiced in timelymanner. Errorsnot consistentlycorrected in a

ODCs areaccurately andtimely reported andinvoiced. Anyerrors noted arequickly corrected.

ODCs areaccurately andtimely reported andinvoiced. Errors arerare and quicklycorrected.

ODCs are accurately andtimely reported andinvoiced.

Contractor complies withcontract requirements forODC authorization 100%

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contract requirementsfor ODCauthorizations.

Burdened unit costshigher than proposed.

timely manner.

Occasionally doesnot comply withauthorizationrequirements incontract. Burdened unitcosts are rarelyhigher thanproposed.

Contractorcomplies withcontractrequirements forODC authorization100% of time.

Burdened unit costsare no higher thanproposed.

Contractorcomplies withcontractrequirements forODC authorization100% of time.

Burdened unitcosts areoccasionally lowerthan proposed.

of time.

Burdened unit costs areoften lower than proposed.

E.4 AWARD TERM PLAN

1. INTRODUCTION

The QASP is the basis for evaluating of the contractor's performance and for presenting anassessment of that performance to the term-determining official (TDO) who is the PCO. The specificcriteria and procedures used for assessing the contractor's performance and for determining theaward term earned are described in the Section E, Quality Assurance Surveillance Plan (QASP). AllTDO/PCO decisions regarding the award-term evaluation and the nature and success of thecontractor's performance—are final and not subject to dispute. The award term will be provided tothe contractor through unilateral contract modifications as determined by the TDO.

2. ORGANIZATION

The award-term organization includes the PCO/TDO, the Contract Specialist, the COR and project-specific Subject Matter Experts (SMEs).

3. RESPONSIBILITIES

The responsibilities of the award-term organization are as specified in paragraph E.6 of the QASP.

4. AWARD-TERM PROCESSES

a. Award-Term Evaluation. Evaluation results will be based on the contractor's performance duringeach evaluation period.

b. Evaluation Criteria. Any changes to award term evaluation criteria may be proposed byeither party and shall be made only by bilateral modification to the QASP.

c. Informal Interim Evaluation Process. The PCO may provide informal interim evaluation resultsand notifies the contractor of the strengths and weaknesses for the current evaluation period. ThePCO may also issue letters at any other time when it is deemed necessary to highlight areas ofgovernment concern.

d. End-of-Period Evaluations. The "end of period" evaluation to determine whether the first awardterm (CLIN 7300) will be awarded shall occur in Option 2 in accordance with the schedule inparagraph E.3.5 of the QASP. The "end of period" evaluation for the second award term (CLIN7400) shall also be in accordance with the QASP schedule.

5. AWARD-TERM PLAN CHANGE PROCEDURE

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Proposed changes to the award-term plan will be bilateral. If either party desires a change to theaward-term plan and a mutual agreement cannot be reached, the original award-term plan willremain in effect.

E.5 HQ E-1-0001 INSPECTION AND ACCEPTANCE LANGUAGE FOR DATAInspection and acceptance of all data shall be as specified on the attached Contract DataRequirements List(s), DD Form 1423.

E.6 HQ E-1-0007 INSPECTION AND ACCEPTANCE LANGUAGE FOR LOE SERVICESItem(s) - Inspection and acceptance shall be made by the Contracting Officer’s Representative(COR) or a designated representative of the Government.

E.7 HQ E-2-0014 QUALITY IN SOFTWARE DEVELOPMENT AND PRODUCTION(NAVSEA) (MAY 1995) Quality in Software Development and Production: The contractor's software quality program shallbe an integral part of the overall Quality Assurance Program. Software quality program controlsshall be applicable to all project software that is developed, maintained, or modified within thefollowing categories: (a) All deliverable software (b) All deliverable software that is included as part of deliverable hardware or firmware. (c) Non deliverable software (commercially available or user-developed) used for development,fabrication, testing, or acceptance of deliverable software or hardware (includes automatedfabrication, test, and inspection/acceptance equipment software and software design, test, andinspection tools). (d) Commercially available, reusable, or Government software designated as part ofa deliverable item. E.8 HQ E-2-0015 QUALITY MANAGEMENT SYSTEM REQUIREMENTS(NAVSEA) (SEP 2009) Quality Management System Requirements. The Contractor shall provide and maintain a qualitymanagement system that, as a minimum, adheres to the requirements of ANSI/ISO/ASQ 9001-2008Quality Management Systems and supplemental requirements imposed by this contract. Thequality management system procedures, planning, and all other documentation and data thatcomprise the quality management system shall be made available to the Government for review.Existing quality documents that meet the requirements of this contract may continue to be used.The Government may perform any necessary inspections, verifications, and evaluations to ascertainconformance to requirements and the adequacy of the implementing procedures. The Contractorshall require of subcontractors a quality management system achieving control of the quality of theservices and/or supplies provided. The Government reserves the right to disapprove the qualitymanagement system or portions thereof when it fails to meet the contractual requirements.

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SECTION F DELIVERABLES OR PERFORMANCE

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

7000 3/23/2015 - 3/22/2016

7001AA 3/23/2015 - 3/22/2016

7001AB 3/23/2015 - 3/22/2016

7001AC 3/23/2015 - 3/22/2016

7001AD 3/23/2015 - 3/22/2016

7002AA 3/23/2015 - 3/22/2016

7002AB 3/23/2015 - 3/22/2016

7002AC 3/23/2015 - 3/22/2016

7003AA 3/23/2015 - 3/22/2016

7003AB 3/23/2015 - 3/22/2016

7003AC 3/23/2015 - 3/22/2016

9000 3/23/2015 - 3/22/2016

9001AA 3/23/2015 - 3/22/2016

9001AB 3/23/2015 - 3/22/2016

9001AC 3/23/2015 - 3/22/2016

9001AD 3/23/2015 - 3/22/2016

9002AA 3/23/2015 - 3/22/2016

9003AA 3/23/2015 - 3/22/2016

CLIN - DELIVERIES OR PERFORMANCE The periods of performance for the following Items are as follows: 7000 3/23/2015 - 3/22/2016

7001 3/23/2015 - 3/22/2016

7002 3/23/2015 - 3/22/2016

7003 3/23/2015 - 3/22/2015

7099 3/23/2015 - 3/22/2016

9000 3/23/2015 - 3/22/2016

9001 3/23/2015 - 3/22/2016

9002 3/23/2015 - 3/22/2016

9003 3/23/2015 - 3/22/2016 The periods of performance for the following Option Items are as follows: 7100 3/23/2016 - 3/22/2017

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7199 3/23/2016 - 3/22/2017

7200 3/23/2017 - 3/22/2018

7299 3/23/2017 - 3/22/2018

9100 3/23/2016 - 3/22/2017 9200 3/23/2017 - 3/22/2018

The periods of performance for the Award Term Items are as follows: 7300 3/23/2018 - 3/22/2019

7399 3/23/2018 - 3/22/2019

7400 3/23/2019 - 3/22/2020

7499 3/23/2019 - 3/22/2020

9300 3/23/2018 - 3/22/2019

9400 3/23/2019 - 3/22/2020

Note: Period of Performance may be adjusted due to the actual time of award. Services to be performed hereunder will be provided primarily at NSWCDD, Dahlgren, VA.

HQ F-2-0003 DATA DELIVERY LANGUAGE FOR SERVICES ONLY PROCUREMENTSAll data to be furnished under this contract shall be delivered prepaid to the destination(s) and atthe time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

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SECTION G CONTRACT ADMINISTRATION DATA

G.1 ACCOUNTING DATA The award document will include Accounting Data at the end of Section G. All lines of accountingare listed sequentially under a heading that identifies the particular action (award or modificationnumber) under which the funding was obligated. Under Seaport-e, all funding isidentified/obligated at the SubCLIN (SLIN) level. SLINs are established sequentially by theSeaport-e software. Each obligation of funds receives a unique SLIN identifier, unless the funds arean increase to an existing line of accounting (ACRN). Thus, an individual project/work area orTechnical Instruction that is funded incrementally, could have multiple SLINs. Accounting forexpenditures at the SLIN level is required.

G.2 SPECIAL INVOICE INSTRUCTIONS

Each SLIN providing funding designates a specific work area. Tracking and reporting shall beaccomplished at the work area level. Each identified work area shall be invoiced by its associatedSLIN and ACRN. If multiple ACRNs are associated with a single work area, the contractor shallconsult with the Contracting Officer Representative for additional invoicing instructions. G.3 PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATIONCITATIONS

In accordance with (DFARS) PGI 204.7108 "Line Item Specific: sequential ACRN order (d)(2) INVOICING ANDPAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CLASSIFICATION CITATIONS the followingpayment instructions apply to this task order:

Per DFARS 252.204-0002 Line Item Specific: Sequential ACRN Order. (SEP 2009)

The payment office shall make payment in sequential ACRN order within the line item, exhausting all funds in theprevious ACRN before paying from the next ACRN using the following sequential order: Alpha/Alpha;Alpha/numeric; numeric/alpha; and numeric/numeric.

G.4 Ddl-G10 GOVERNMENT CONTRACT ADMINISTRATION POINTS-OF-CONTACT ANDRESPONSIBILITIES (*) - To be identified at time of award.

[ ] Procuring Contracting Officer (PCO): (a) Name: Code: 024 Address: Naval Surface Warfare Center, Dahlgren Division 17632 Dahlgren Road, Suite 157 Dahlgren, Virginia 22448-5100 Phone: FAX: E-mail:

(b) PCO responsibilities are outlined in FAR 1.602-2. The PCO is the only person authorized toapprove changes in any of the requirements of this Task Order, notwithstanding provisions containedelsewhere in this contract, the said authority remains solely the PCO’s. The contractor shall not

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comply with any order, direction or request of Government personnel unless it is issued in writingand signed by the Contracting Officer or is pursuant to specific authority otherwise included as partof this contract. In the event the contractor effects any change at the direction of any person otherthan the PCO, the change will be considered to be unauthorized. [ ] Contract Specialist: (a) Name: Code: 0241 Address: Naval Surface Warfare Center, Dahlgren Division 17632 Dahlgren Road, Suite 157 Dahlgren, Virginia 22448-5100 Phone: FAX: E-mail: (b) The Contract Specialist is the representative of the Contracting Officer for all contractualmatters. [ * ] Administrative Contracting Officer (ACO) (a) Name: DCMA Baltimore Code: Address: 217 East Redwood Street, Suite 1800 Baltimore MD 21202-5299 Phone: 410-962-9925 (b) The Administrative Contracting Officer (ACO) of the cognizant Defense Contract ManagementAgency (DCMA) is designated as the authorized representative of the Contracting Officer forpurposes of administering this Task Order in accordance with FAR 42.3. However, in view of thetechnical nature of the supplies and services to be furnished, technical cognizance is retained bythe Naval Surface Warfare Center, Dahlgren Division. [ * ] Contracting Officer Representative (COR): (a) Name: Code: W03 Address: 5378 Third Street, Bldg 1524 Dahlgren, VA 22448-5171 Phone: FAX: E-mail:

(b) The COR is the PCO’s appointed representative for technical matters. The COR is not acontracting officer and does not have the authority to direct the accomplishment of effort which isbeyond the scope of the Task Order or to otherwise change any Task Order requirements. Aninformational copy of the COR appointment letter which provides a delineation of COR authorityand responsibilities is provided as an attachment to this Task Order. [ * ] Alternate Contracting Officer Representative (ACOR): (a) Name: Code:

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Address: (TBD) Phone: FAX: E-mail:

(b) The ACOR is responsible for COR responsibilities and functions in the event that the COR isunavailable due to leave, illness, or other official business. The ACOR is appointed by the PCO; acopy of the ACOR appointment is provided as an attachment to this Task Order.

Government Subject Matter Expert (SME)

The Government SME is the COR's subject matter expert (SME) for specific work areas. G.5 CONSENT TO SUBCONTRACT For subcontracts and consulting agreements for services, where the prime contractor anticipates thathours delivered will be counted against the hours in the Level of Effort clause below, Consent toSubcontract authority is retained by the Procuring Contracting Officer.

The following subcontractors are approved on this order:

G.6 252.232-7006 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 a unit,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 certification is doneexternal to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests andreceiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests andReceiving Reports.

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

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

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

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

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https://www.acquisition.gov/

https://wawf.eb.mil/

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 submitting paymentrequests 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/acceptance location(s) inWAWF, as specified by the contracting officer.

N00178

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

Pay Official DoDAAC HQ0338

Issue By DoDAAC N00178

Admin DoDAAC S2101A

Inspect By DoDAAC Not Applicable

Ship To Code Not Applicable

Ship From Code Not Applicable

Mark For Code Not Applicable

Service Approver (DoDAAC) N00178

Service Acceptor (DoDAAC) Not Applicable

Accept at Other DoDAAC Not Applicable

LPO DoDAAC Not Applicable

DCAA Auditor DoDAAC HAA211

Other DoDAAC(s) Not Applicable

** To be provided in the award document

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includesappropriate contract line item and subline item descriptions of the work performed or supplies delivered, unitprice/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix 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 “SendAdditional Email Notifications” field of WAWF once a document is submitted in the system.

[email protected] and [email protected]

(g) WAWF point of contact.

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

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

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mailto:[email protected]



G.8 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), asapplicable, at the lowest level of performance, either at thePOA&M, sub line item number (SLIN),or contract line item number (CLIN) level, rather than on a total contract/TO basis, and to submitinvoices reflecting costs incurred at that level. Supporting documentation in Wide Area Workflow(WAWF) for invoices shall include summaries of work charged during the period covered as well asoverall cumulative summaries by individual labor categories, rates, and hours (both straight timeand overtime) invoiced; as well as, a cost breakdown of other direct costs (ODCs), materials, andtravel, by POA&M, 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 andovertime) invoiced; as well as, a cost breakdown of ODCs, materials, and travel invoiced. Supporting documentation may be encrypted before submission to the prime contractor for WAWFinvoice submittal. Subcontractors may email encryption code information directly to theContracting Officer (CO) and Contracting Officer Representative (COR). Should the subcontractorlack encryption capability, the subcontractor may also email detailed supporting cost informationdirectly 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 ElectronicData Interchange (EDI) or Secure File Transfer Protocol (SFTP) shall separately send an emailnotification to the COR and CO on the same date they submit the invoice in WAWF. No paymentsshall be due if the contractor does not provide the COR and CO email notification as requiredherein.

G.9 EARLY DISMISSAL AND CLOSURE OF GOVERNMENT FACILITIES

When a Government facility is closed and/or early dismissal of Federal employees is directed due tosevere weather, security threat, or a facility related problem that prevents personnel from working,onsite contractor personnel regularly assigned to work at that facility should follow the samereporting and/or departure directions given to Government personnel. The contractor shall not directcharge to the contract for time off, but shall follow parent company policies regarding taking leave(administrative or other). Non-essential contractor personnel, who are not required to remain at orreport to the facility, shall follow their parent company policy regarding whether they should go/stayhome or report to another company facility. Subsequent to an early dismissal and during periods ofinclement weather, onsite contractors should monitor radio and television announcements beforedeparting for work to determine if the facility is closed or operating on a delayed arrival basis.

When Federal employees are excused from work due to a holiday or a special event (that isunrelated to severe weather, a security threat, or a facility related problem), on site contractors willcontinue working established work hours or take leave in accordance with parent company policy.Those contractors who take leave shall not direct charge the non-working hours to the task order.Contractors are responsible for predetermining and disclosing their charging practices for earlydismissal, delayed openings, or closings in accordance with the FAR, applicable cost accountingstandards, and company policy. Contractors shall follow their disclosed charging practices during thetask order period of performance, and shall not follow any verbal directions to the contrary. TheContracting Officer will make the determination of cost allowed for time lost due to facility closure inaccordance with FAR, applicable Cost Accounting Standards, and the Contractor's establishedaccounting policy.

Accounting Data

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SLINID PR Number Amount -------- -------------------------------------------------- ---------------------7001AB 1300479649-00001 90600.00 LLA : AA 1731611 1224 252 SH400 0 050120 2D 000000 A00002737273 Award Funds for SGS 7001AC 1300479844-00001 20000.00 LLA : AB 1751319 A5XZ 252 WS1 0 050120 2D 000000 A00002737885 Award Funds for SGS 7001AD 1300481400-00001 50561.00 LLA : AC 1741319 A5XB 252 WS0 0 050120 2D 000000 A00002752207 Award Funds for SGS 7002AB 1300479322 30000.00 LLA : AD 1751804 8C1 252 WS0 0 050120 2D 000000 A00002733727 Award Funds for CEC 7002AC 1300483444-00001 64872.00 LLA : AF 1751804 8D3 252 WS0 0 050120 2D 000000 A00002765842 Award Funds for CEC 7003AB 1300482742-00001 25000.00 LLA : AE 97X4930 NH 252 77777 0 05120 2F 000000 A00002761274 Award Funds for STM/TS 7003AC 1300483829 90204.00 LLA : AG 1751319 A5D 252 WS0 0 050120 2D 000000 A00002768682 Award Funds for STM/TS 9001AB 1300479649-00001 8000.00 LLA : AA 1731611 1224 252 SH400 0 050120 2D 000000 A00002737273 ODC in Support of SGS 9001AC 1300479844-00001 2500.00 LLA : AB 1751319 A5XZ 252 WS1 0 050120 2D 000000 A00002737885 ODCs in support of SGS 9001AD 1300481400-00001 5600.00 LLA : AC 1741319 A5XB 252 WS0 0 050120 2D 000000 A00002752207 ODCs in support of SGS BASE Funding 387337.00 Cumulative Funding 387337.00

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SECTION H SPECIAL CONTRACT REQUIREMENTS

H.1 TASK ORDER LABOR CATEGORY QUALIFICATIONS

To perform the requirements of the PWS, the Government DESIRES Key Personnel with theappropriate experience and professional development qualifications. Key Personnel qualificationlevels are considered to be "desired" for those individuals whose resumes are submitted for evaluationwith the proposal. Resumes for any replacement personnel that are submitted following award shallbe equal to or better than the individuals initially proposed as required by the clause entitled Ddl-H11CHANGES IN KEY PERSONNEL in this Section H. Following award, the qualification levels areconsidered to be minimums for any growth beyond those individuals initially proposed or in laborcategories where no resumes were required for proposal purposes.

(a) Experience – The desired experience for each Key Labor Category must be directly related to thetasks listed in the PWS.

(b) Professional Development - Professional development includes honors, degrees, publications,professional licenses and certifications and similar evidence of professional accomplishments thatdirectly impact the offerors ability to perform the order. The years of experience listed below are inaddition to appropriate professional development. It is incumbent upon the offeror to demonstratethat the proposed personnel have appropriate credentials to perform the work. (c) Accumulation of Qualifying Experience -All categories of experience may be accumulatedconcurrently. For example, if the candidate worked while going to school, the work and educationtime may be credited concurrently.

Non-Key Personnel are the non-resumed personnel proposed to provide hours on this requirement.

H.2 KEY LABOR CATEGORY DESIRED QUALIFICATIONS

The Key Labor Categories are listed below with their desired qualifications: a. PROGRAM MANAGER

- Ten (10) years experience in Track Management engineering.- Within the 10 years stated above, seven (7) years of specialized experience, with assignments in

engineering development, test and evaluation, and lifetime support engineering phases applied toa track management project, system or element.

- Five (5) years experience in project management on a major tactical system.- Experience managing multiple projects simultaneously with the ability to leverage and show cost

savings using efficient and effective management processes.- Experience in financial planning and reporting and status reporting, project planning, developing

business strategy, risk identification and mitigation, quality management, cost estimation andcontract management.

b. PRINCIPAL SYSTEMS ENGINEER – COMBAT SYSTEMS

- Fifteen (15) years of general track management engineering experience, and to include at least ten(10) years of specialized experience in one or more track management programs.

- Experience with Naval combat systems, e.g., AEGIS and SSDS, including design, performance,analysis, military applications, or operational experience.

- Experience in architecting and developing Naval combat systems, including missions andcapabilities definition, operational requirements, functional allocation, model and simulations,testing, integration, and operational deployment.

- Experience in developing Naval combat system elements, including requirements definition,functional allocation, design development, testing, integration, and operational deployment.

- Experience in development of Department of Defense Architecture Framework (DoDAF) products aswell as other architectural representations of Track Management and link functions.

- Experience in the defining and developing Capability Requirement Documents, Capability

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Production Documents, System Engineering Plans, System Requirements Documents, SystemDesign Documents, Interface Design Documents and Specifications.

c. SENIOR SYSTEMS ENGINEER – COMBAT SYSTEMS

- Ten (10) years of general track management engineering experience, and to include at least five (5)years of specialized experience in one or more track management programs.


- Experience in the development of Naval combat systems, including definition, functionalallocation, design development, testing, integration, and operational deployment.

- Working knowledge in the development of Department of Defense Architecture Framework (DoDAF)products as well as other architectural representations of Track Management and link functions.

- Experience in the development of methodologies, models, or simulations for conductingengineering assessment to track management systems’ performance; performance data analysis,simulation/ development/ maintenance.

- Experience in the developing and assessing Capability Requirement Documents, CapabilityProduction Documents, System Engineering Plans, System Requirements Documents, SystemDesign Documents, Interface Design Documents and Specifications.

d. SENIOR SYSTEMS ENGINEER – DATA LINKS

- Ten (10) years of general track management engineering experience, and to include at least five (5)years of specialized experience in one or more track management programs.


- Experience in Naval combat system track management, correlation, and gridlock, includingworking understanding and implementation of related algorithms.

- Experience with design, development, testing, integration and operational employment of tacticaldata links, such as and Link 11 and Link 16.

- Working knowledge in the development of Department of Defense Architecture Framework (DoDAF)products as well as other architectural representations of Track Management and link functions.

- Experience with model driven architecture approach and tools and how they may be applied totrack management elements.


e. SENIOR SYSTEMS ENGINEER – TACTICAL AND OPERATIONS

- Ten (10) years of general combat systems engineering experience, and to include at least five (5)years of specialized experience in one or more track management programs.



- Experience in the developing and assessing Capability Requirement Documents, CapabilityProduction Documents, System Engineering Plans, System Requirements Documents, SystemDesign Documents, Interface Design Documents and Specifications.

- Experience in the design, development, testing, integration and operational employment ofcombat system elements.

- Experience in evaluating system requirements, threats, system architectures, operationalrequirements, technical, design, and business and performance tradeoffs of track processing systemsfor combat system.

f. SENIOR SOFTWARE ENGINEER – DATA LINKS

- Ten (10) years experience in software engineering in the areas of Computer Program Developmentand Modeling and Simulation

- Experience in coding/analyzing ADA, C++ and C programming language.- Working knowledge in Java.- Experience in real time and non-real time operating systems, such as UNIX, Linux and VxWorks.- Experience in coding within a publish-subscribe architecture and middleware.- Experience in model drive architecture tools and languages.- Ability to assess software complexity in quantitative terms and able to translate complexity to

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approximate time and cost to maintain.- Experience in defining and tracking software metrics.- Experience in assessing software changes for impacts relative to complexity, throughput and

accuracy.- Experience in developing and assessing Software Development Plans, Software Requirements

Documents, Software Design Documents, Interface Design Documents and Specifications andassociated SIM/STIM and test cases.

g. SENIOR SOFTWARE ENGINEER – NAVIGATION

- Ten (10) years experience in software engineering in the areas of Computer Program Developmentand Modeling and Simulation.

- Working knowledge of Global Positioning System algorithms, modelling, and programmingmethods appropriate for precise time and navigation, including Kalman Filtering.

- Expertise in object-oriented software design, model drive architecture tools and languages.- Expertise in coding/analyzing C++, FORTAN, Perl, SQL, and Qt programming language.- Expertise with MySQL and Berkeley DB database design and optimization.- Expertise in real time and non-real time operating systems, especially Solaris and Intel x86.- Experience with cloud computing environments, including Virtual Machine architectures- Ability to assess software complexity in quantitative terms and able to translate complexity to

approximate time and cost to maintain.- Experience in developing and assessing Software Development Plans, Software Requirements

Documents, Software Design Documents, Interface Design Documents and Specifications andassociated SIM/STIM and test cases.

- Experience in defining and monitoring software coding standards and metrics.- Experience in assessing software changes for impacts relative to complexity, throughput and

accuracy. h. REQUIREMENTS MANAGER

- Five (5) years of general combat systems engineering experience, and to include at least three (3)years of specialized experience in one or more track management programs.

- Fluent in use of Dynamic Object-Oriented Requirements System (DOORS) for management ofprogram requirements.

- Experience in the developing and assessing Configuration Management Plans, SystemRequirements Documents, System Design Documents, Interface Design Documents andSpecifications.

- Experience in the design, development, testing, integration and operational employment ofcombat system elements.

- Experience in evaluating system requirements, system architectures, and operational requirementsfor combat system elements.

H.3 NON-KEY LABOR CATEGORY QUALIFICATIONS The contractor shall provide Non-Key Personnel who meet or exceed the minimum qualificationsprovided below by labor category. a.) System Engineer -

- Five (5) years’ experience specific to C2 Elements, Subsystems, Systems and Capabilities.- Working knowledge of interfacing systems, such as Sensor Systems, Track Management Systems,ElectronicWarfare, Self Defense systems, Displays, Weapon Systems and Tactical Data Links in order to assessoverall systemand capability performance- Working experience in developing requirements, functional allocations, and allocated baselines.- Working experience with developing interface requirement specification and description

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documentation.- Working experience with combat system test planning and analysis.- Working knowledge of requirements database management tools, e.g. DOORS.- Working knowledge of system architecture tools.

b.) Software Engineer -

- Five (5) years’ experience in software engineering for embedded computer program development.- Experience with C2 Elements, Subsystems, Systems and Capabilities.- Experience in coding/analyzing ADA, C/ C++ and JAVA programming language- Experience in real time and non-real time operating systems, such as Unix, Linux and Vx Works.- Experience in coding within a client/server and publish/subscribe architectures.

c.) Sr. Test Engineer -

- Ten (10) years’ experience in Testing and Evaluation or Independent Verification and Validation.- Five (5) years’ experience specific to in defining and reviewing combat system requirements.- Five (5) years’ experience specific to testing C2 Elements, Subsystems, Systems and Capabilities.- Working knowledge of interfacing systems, such as Sensor Systems, Track Management Systems,Electronic Warfare, Self Defense systems, Displays, Weapon Systems and Tactical Data Links inorder to assess overall system and capability performance.- Experience creating, modifying and executing Test Plans, Test Procedures and Test Scenarios- Experience of generation of Test Observation Reports and Problem Reports and Test Reports.- Experience performing data collection/data extraction.- Experience performing root cause analysis on command and control systems.- Experience assessing the operational and technical impacts of problems identified- General knowledge of Database Airways, Site Data and World Threat Library testing- Experience in defining and tracking test metrics.- Working knowledge of requirements database management tools, e.g. DOORS.- Basic knowledge in SharePoint and Clear Quest tools

d.) Jr. Engineer -

- Journeyman level experience in systems, software, or test engineering.- Proven ability, under general supervision, to perform tasks including analysis, evaluation,troubleshooting, and preparation of procedures and documentation involving hardware, software,communications and testing.

e.) Computer Technician -

- Five (5) years’ experience in computer hardware configuration and installation, including combatsystem specific experience.- Experience in network hook up and configuration and hardware diagnostics and trouble shooting isdesired.- Basic proficiency in computer data entry skills.

f.) Baseline Management Support -

- Journeyman Level Track management experience working combat system program software

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development and fielding tasks- Proficient in Microsoft products and experienced in developing databases for software statustracking and software installation tracking.- Familiar with Navy SHIPMAIN process.- Familiar with certification processes necessary for Release and Certification Panels.

g.) Test Engineer -

- Five (5) years’ experience in Testing and Evaluation or Independent Verification and Validation.- Two (2) years’ experience specific to testing C2 Elements, Subsystems, Systems and Capabilities.- Understanding of interfacing systems, such as Sensor Systems, Track Management Systems,Electronic Warfare, Self Defense systems, Displays, Weapon Systems and Tactical Data Links inorder to assess overall system and capability performance.- Working knowledge of creating, modifying and executing Test Plans, Test Procedures and TestScenarios- Working knowledge of generation of Test Observation Reports and Problem Reports and TestReports.- Experience performing data collection/data extraction.- Experience performing root cause analysis on command and control systems.- Experience assessing the operational and technical impacts of problems identified- Experience in defining and tracking test metrics.- Basic knowledge of requirements database management tools, e.g. DOORS.

h.) Project Management Support -

- Journeyman Level Track management experience working programmatic tasks- Journeyman Level experience at recording meeting minutes, capturing and tracking action items,developing schedules and command strong communication skills both written and oral.- Proficient in Microsoft products and experienced in developing presentations and briefs.- Experience with PEO IWS Task Planning Sheets, budgeting, tracking and reporting.

H.4 5252.237-9106 SUBSTITUTION OF PERSONNEL (Sep 1990) (a) The Contractor agrees that a partial basis for award of this contract is the list of keypersonnel proposed. Accordingly, the Contractor agrees to assign to this contract those keypersons whose resumes were submitted with the proposal necessary to fulfill the requirements ofthe contract. No substitution shall be made without prior notification to and concurrence of theContracting Officer in accordance with this requirement. (b) All proposed substitutes shall have qualifications equal to or higher than the qualifications ofthe person to be replaced. The Contracting Officer shall be notified in writing of any proposedsubstitution at least forty-five (45) days, or ninety (90) days if a security clearance is to beobtained, in advance of the proposed substitution. Such notification shall include: (1) anexplanation of the circumstances necessitating the substitution; (2) a complete resume of theproposed substitute; (3) hourly rate; (4) any other information requested by the ContractingOfficer to enable him/her to judge whether or not the Contractor is maintaining the same highquality of personnel that provided the partial basis for award

H.5 Ddl-H13 POST AWARD CONTRACTOR PERSONNEL APPROVAL

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(a) Requests for post award approval of additional and/or replacement key and non-key personnel maybe submitted via e-mail. E-mail submissions shall be made simultaneously to the Contract Specialistand the Contracting Officer's Representative (COR). Electronic notification via e-mail from theContract Specialist will serve as written approval/disapproval on behalf of the Contracting Officer.

This approval is required before an individual may begin charging to the Task Order.

(b) Resumes shall be submitted in the format required. However, in order to expedite contractadministration, contractor format may be used providing sufficient information is submitted for anindependent comparison of the individual's qualifications with labor category requirements.

(c) If the employee is not a current employee of the contractor (or a subcontractor), a copy of theaccepted offer letter (which identifies a projected start date and the agreed to annual salary) shall beprovided.

(d) TRIPWIRE NOTIFICATION: If the employee is a current employee of the contractor (or asubcontractor), the fully burdened hourly rate that will be invoiced under the order shall beprovided. If the labor rate to be invoiced for the individual will exceed any Navy labor rate tripwire forservice contracts in effect at time of the request for approval, the Contractor shall fully justify why theproposed individual is required for contract performance and the specific benefit to be derived fromthe individual's addition to the task order.

H.6 RESUME FORMAT AND CONTENT REQUIREMENTS

RESUME FORMAT AND CONTENT: In order to facilitate evaluation, all resumes shall contain thefollowing minimum information:

Complete Name

Task Order Labor Category

Percentage of time to be allocated to this effort

Current level of security clearance level per JPAS (identify if interim or final)

Current work location and planned work location upon award of this Task Order. If the individual is key on another contract with a period of performance that will overlap this requirement, note plans to satisfy both contracts if the Offeror is selected for award.

Chronological Work History/Experience Show experience and date(s) as follows:

(a) Employer: Dates (month/year); Title(s) held (b) Work experience shall be presented separately for each employer, clearly marked withproper category of experience (i.e., Relevant Experience; Non-Relevant Experience.). Ifrelevant and non-relevant experience were obtained while at the same employer, separatetime periods shall be noted for each assignment. (This is necessary to prevent an offeror fromdescribing relevant experience obtained in a six month assignment for Company A asapplicable to the entire 10-year employment with that firm and to ensure offerors' proposals areevaluated on an equal basis). Responsibilities shall be discussed in sufficient detail for eachassignment so as to permit comparison with desired experience levels in Section H. Specificexamples of work assignments, accomplishments, and products shall be provided.

(c) Phrases such as "assisted with", "participated in", or "supported" are UNACCEPTABLEexcept as introductory to a detailed description of the actual work performed. If no suchdescription is provided, the sentence or bulleted information will NOT be considered in theresume evaluation process. This is because evaluators would not be able to identify the specific

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technical work contributions made by the individual.

(d) Resume information is encouraged to be presented in bullet format. This will allowevaluators to focus on relevant information.

(e) Offerors shall note that the lack of specific definition in job responsibilities, servicesperformed or products produced may be viewed as a lack of understanding of the Government’soverall technical requirements.

(f) All relevant military experience claimed shall be described such that each relevant tour istreated as a separate employer. Time frames/titles/responsibilities shall be provided inaccordance with the level of detail prescribed above. Military experience not documented inthis manner will not be considered.

(g) Gaps in experience shall be avoided.

(h) The cut-off date for any experience claimed shall be the closing date of the solicitation. (i) PROFESSIONAL DEVELOPMENT – Show any honors, degrees, publications, professionallicenses, certifications and other evidence of professional accomplishments that are directlyrelevant and impact the offeror’s ability to perform under the Task Order. For education andtraining, the following format is preferred:

Academic: Degree(s); Date(s); Institution; Major/Minor Non-Academic: Course title, date(s), approximate length Professional licenses and certifications. Note the date obtained for each, as well as the date when each license/certification requires renewal.

(j) Certification of correctness of information signed and dated by both the person namedand the Offeror. The employee certification shall include the following statement: CERTIFICATION: "I certify that the experience and professional development described hereinare complete and accurate in all respects. I consent to the disclosure of my resume forNSWCDD Solicitation N00024-14-R-3193 by _____________________________(insert Offeror's company name) and intend to make myself available to work under anyresultant contract to the extent proposed."

________________________________ _____________________________ Employee Signature and Date ` Offeror Signature and Date

Resumes without this certification will be unacceptable and will not be considered. The employeecertification shall not be dated earlier than the issue date of this solicitation.

(k) If the employee is not a current employee of the offeror (or a proposed subcontractor), a copy ofthe accepted offer letter shall be provided. The letter shall identify the projected start date. The CostProposal shall include documentation that identifies the agreed-to salary amount.

H.7 Ddl-H40 FUNDING PROFILE

It is estimated that these incremental funds will provide for the number of hours of labor stated below. The following details funding to date:

CLIN Total Funding Previous Total Balance Funded

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ECPFF this Action Funding Funded Unfunded Labor Hrs

Base 7001 $657,937 $161,161 $0 $161,161 $496,776 2,4157002 $1,674,750 $94,872 $0 $94,872 $1,579,878 1,4227003 $657,937 $115,204 $0 $115,204 $542,733 1,7269001 $107,072 $16,100 $0 $16,100 $90,972 9002 $272,547 $0 $0 $0 $272,547 9003 $107,072 $0 $0 $0 $107,072 Total Base $3,477,315 $387,337 $0 $0 $3,477,315 Option 1 7100 $3,779,737$0 $0 $0 $3,779,737 9100 $501,818$0 $0 $0 $501,818 Total Opt 1 $4,281,555$0 $0 $0 $4,281,555 Option 2 7200 $3,976,006$0 $0 $0 $3,976,006 9200 $459,749$0 $0 $0 $459,749 Total Opt 2 $4,435,755$0 $0 $0 $4,435,755 Award Term 1 7300 $4,298,378$0 $0 $0 $4,298,378 9300 $458,402$0 $0 $0 $458,402 Total AwardTerm 1

$4,756,780$0 $0 $0 $4,756,780

Award Term 2

7001 $4,443,610$0 $0 $0 $4,443,610 9001 $458,380$0 $0 $0 $458,380 Total AwardTerm 2

$4,901,990$0 $0 $0 $4,901,990

Total Order $21,853,395 $387,337 $0 $0 $21,853,395

H.8 NAVSEA 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 andallotted to this contract for payment of fee for incrementally funded contract line item number/contract subline itemnumber (CLIN/SLIN), subject to the clause entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE" (FAR52.216-10), as appropriate, is specified below. The amount(s) presently available and allotted to this contract forpayment of cost for incrementally funded CLINs/SLINs is set forth below. As provided in the clause of this contractentitled "LIMITATION OF FUNDS" (FAR 52.232-22), the CLINs/SLINs covered thereby, and the period ofperformance for which it is estimated the allotted amount(s) will cover are as follows:

CLINPeriod ofPerformance

Allotted toCost

Allotted toFee

EstimatedCPFF

Est. FundedThrough

Base 7001 3/23/15-3/22/16 $161,161 6/20/157002 3/23/15-3/22/16 $94,872 4/12/157003 3/23/15-3/22/16 $115,204 5/25/159001 3/23/15-3/22/16 9002 3/23/15-3/22/16

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9003 3/23/15-3/22/16

Total Base $371,237

Option 1

7100 3/23/16-3/22/17 $0 $0 $0 3/23/16

9100 3/23/16-3/22/17 $0 $0 $0

Total Opt 1 $0 $0 $0

Option 2 7200 3/23/17-3/22/18 $0 $0 $0 3/23/17

9200 3/23/17-3/22/18 $0 $0 $0

Total Opt 2 $0 $0 $0

Award Term 1 7300 3/23/18-3/22/19 $0 $0 $0 3/23/189300 3/23/18-3/22/19 $0 $0 $0 Total AwardTerm 1

$0 $0 $0

Award Term 2

7001 3/23/19-3/22/20 $0 $0 $0 3/23/199001 3/23/19-3/22/20 $0 $0 $0 Total Order $0 $0 $0

(b) The parties contemplate that the Government will allot additional amounts to this contract fromtime to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and anysuch 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 the amount(s) are expected tocover.

(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 funded CLINs/SLINs fromthe costs of performance of fully funded CLINs/SLINs.

H.9 5252.216-9122 LEVEL OF EFFORT – ALTERNATE 1 (MAY 2010)

(a) The Contractor agrees to provide the total level of effort specified below in performance of the workdescribed in Sections B and C of this task order. The total level of effort for the performance of this taskorder shall be man-hours of direct labor, including subcontractor direct labor for those subcontractorsspecifically identified in the Contractor's proposal as having hours included in the proposed level ofeffort.

The table below and information for blanks in paragraph (b) and (d) are to be completed by theOfferor.

Period / CLIN Total Labor Hours Compensated UncompensatedBase Period / 7000 9,859 9,859 0Base Period / 7010 25,096 25,096 0Base Period / 7020 9,859 9,859 0Base Total 44,814 44,814 0Option Period 1 / 7100 63,824 63,824 0Option Period 2 / 7200 68,813 68,813 0

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Award Term 1 / 7300 77,402 77,402 0Award Term 2 / 7400 79,231 79,231 0Total Hours 334,084 334,084 0

(b) Of the total man-hours of direct labor set forth above, it is estimated that Zero man-hours areuncompensated effort. Uncompensated effort is defined as hours provided by personnel in excess of 40hours per week without additional compensation for such excess work. Total Times Accounting (TTA)efforts are included in this definition. All other effort is defined as compensated effort. If no effort isindicated in the first sentence of this paragraph, uncompensated effort performed by the Contractorshall not be counted in fulfillment of the level of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shall only includeeffort performed in direct support of this contract and shall not include time and effort expended onsuch things as (local travel to and from an employee's usual work location), uncompensated effort whileon travel status, truncated lunch periods, work (actual or inferred) at an employee's residence or othernon-work locations (except as provided in paragraph (i) below), or other time and effort which does nothave a specific and direct contribution to the tasks described in Sections B and Section C.

(d) The level of effort for this contract shall be expended at an average rate of approximately 1285hours per week. It is understood and agreed that the rate of man-hours per month may fluctuate inpursuit of the technical objective, provided such fluctuation does not result in the use of the totalman-hours of effort prior to the expiration of the term hereof, except as provided in the followingparagraph.

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

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

(g) The Contractor shall provide and maintain an accounting system, acceptable to the AdministrativeContracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred andeffort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligationsof this contract. The Contractor shall indicate on each invoice the total level of effort claimed duringthe period covered by the invoice, separately identifying compensated effort and uncompensatedeffort, if any.

(h) Within 45 days after completion of the work under each separately identified period of performancehereunder, the Contractor shall submit the following information in writing to the Contracting Officerwith copies to the cognizant Contract Administration Office and to the DCAA office to which vouchersare submitted: (1) the total number of man-hours of direct labor expended during the applicableperiod; (2) a breakdown of this total showing the number of man-hours expended in each direct laborclassification and associated direct and indirect costs; (3) a breakdown of other costs incurred; and (4)the Contractor's estimate of the total allowable cost incurred under the contract for the period. Within45 days after completion of the work under the contract, the Contractor shall submit, in addition, in thecase of a cost under run; (5) the amount by which the estimated cost of this contract may be reduced torecover excess funds. All submissions shall include subcontractor information.

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(i) Unless the Contracting Officer determines that alternative worksite arrangements are detrimental tocontract performance, the Contractor may perform up to 10% of the hours at an alternative worksite,provided the Contractor has a company-approved alternative worksite plan. The primary worksite is thetraditional “main office” worksite. An alternative worksite means an employee’s residence or atelecommuting center. A telecommuting center is a geographically convenient office setting as analternative to an employee’s main office. The Government reserves the right to review the Contractor’salternative worksite plan. In the event performance becomes unacceptable, the Contractor will beprohibited from counting the hours performed at the alternative worksite in fulfilling the total level ofeffort obligations of the contract. Regardless of work location, all contract terms and conditions,including security requirements and labor laws, remain in effect. The Government shall not incur anyadditional cost nor provide additional equipment for contract performance as a result of theContractor’s election to implement an alternative worksite plan.

(j) Notwithstanding any of the provisions in the above paragraphs and subject to the LIMITATION OFFUNDS or LIMITATION OF COST clauses, as applicable, the period of performance may be extendedand the estimated cost may be increased in order to permit the Contractor to provide all of theman-hours listed in paragraph (a) above. The contractor shall continue to be paid fee for eachman-hour performed in accordance with the terms of the contract.

H.10 5252.202-9101 ADDITIONAL DEFINITIONS (MAY 1993)

As used throughout this contract, the following terms shall have the meanings set forth below:

(a) DEPARTMENT - means the Department of the Navy.

(b) REFERENCES TO THE FEDERAL ACQUISITION REGULATION (FAR) - All references to the FARin this contract shall be deemed to also reference the appropriate sections of the Defense FARSupplement (DFARS), unless clearly indicated otherwise.

H.11 SAVINGS INITIATIVES

The following cost savings initiatives are required under this Task Order.

(a) Annual Labor Escalation:

(b) Maximum Pass-Thru Rate:

(c) Lower Target, Maximum and/or Minimum Fee rates than those reflected in the solicitation

(d) Other:

(e) The Government also strongly encourages the prime contractor to eliminate “double pass-thru” costsby avoiding second tier subcontractors/consultants during performance and where this situation isunavoidable, limiting subcontractor pass-thru costs to the lower of :

(1) the prime contractor’s pass-thru rate under this order; or

(2) the subcontractor’s Seaport-e pass-thru rate where the subcontractor is also a primecontractor under Seaport-e.

H.12 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999)

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

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(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, shift work emphasis,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. Technicalinstructions may not be used to: (1) assign additional work under the contract; (2) direct a change asdefined in the "CHANGES" clause of this contract; (3) increase or decrease the contract price orestimated contract amount (including fee), as applicable, the level of effort, or the time required forcontract performance; or (4) change any of the terms, conditions or specifications of the contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of theorder or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer inwriting within ten (10) working days after the receipt of any such instruction. The Contractor shall notproceed with the work affected by the technical instruction unless and until the Contractor is notified bythe Contracting Officer that the technical instruction is within the scope of this order.

(d) Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performingthat portion of the contractual work statement which is not affected by the disputed technicalinstruction.

H.13 5252.245-9108 GOVERNMENT-FURNISHED PROPERTY (PERFORMANCE) (SEP 1990)

The Government will provide only that property set forth below, notwithstanding any term or conditionof this contract to the contrary. Upon Contractor's written request to the cognizant Technical ProgramManager, via the cognizant Contract Administration Office, the Government will furnish the followingfor use in the performance of this contract: See Section J, Attachment J.4.

In addition to the terms set forth elsewhere in the contract, the contractor may earn an extension or reduction to thecontract period from a minimum of 1 to a maximum of 5 years on the basis of performance during the evaluationperiods. The contractor is evaluated during the first year of performance, but extensions or reductions start in thesecond year. If scores are very good during Year 2, the contractor earns Year 4; if scores are very good in Year 3, thecontractor earns Year 5. In Year 5, the contractor must earn a score of "excellent" in order for the contract period to beextended beyond Year 5. Consistent scores of "excellent" during succeeding years earn contract period extensions upto a maximum of 10 years. The contract period may also be reduced on the basis of the contractor's performanceagainst the stated performance parameters. Points are awarded or deducted during each year of the contract on thebasis of how the contractor has performed against the predetermined criteria. The contract period is then extended orreduced to reflect this assessment.

(a) Award Term. The award-term concept is an incentive that permits extension of the contract period beyond thebase period of performance for superior performance or reduction of the contract period of performance because of poorperformance. (b) Term Points. Positive or negative points are accumulated during each evaluation period on thebasis of the contractor's performance. An accumulation of positive points (e.g., +50, +75, or +100) is required for aone-year term extension, and an accumulation of negative points (e.g., -50, -75, or -100) results in a one-yearreduction in the contract period. (c) Monitoring of Performance. The contractor's performance will be continuallymonitored by the performance monitors whose findings are reported to the ATRB. The ATRB recommends anaward term to the TDO, who makes the final decision on the award-term amount on the basis of the contractor'sperformance during the award-term evaluation period. (d) Award-Term Plan. The evaluation criteria, the associatedpoints, and the associated award-term extensions or reductions are specified in the award-term plan. (e) Modificationof Award-Term Plan. Changes may be made to the award-term plan at any time during contract performance,provided that both parties agree to them. If agreement cannot be reached on changes, the initial award-term planremains in effect. (f) Self-Evaluation. The contractor will submit to the CO, within 5 working days after the end ofeach award-term evaluation period, a brief written self-evaluation of its performance for that period. Thisself-evaluation shall be limited to 25 pages. It will be used in the ATRB's evaluation of the contractor's performanceduring this period. (g) Disputes. Decisions regarding the award term, including—but not limited to— the amount ofthe award term, if any; the methodology used to calculate the award term; calculation of the award term; thesupplier's entitlement to the award term; and the nature and success of the contractor's performance, are made by the

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TDO. These decisions are final and are not subject to dispute. (h) Award-Term Extension. The contract period maybe modified to reflect the TDO decision. The total contract ordering period, including extensions under this clause,will not exceed 5 years, or the time remaining on the SEAport contracts, including exercised options. Theaward-term provision must be included in the solicitation and resulting TO. If at any time the contract period doesnot extend more than two years from the TDO decision, the operation of the award-term provision will cease and theordering period will not extend beyond the term set at that time.

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SECTION I CONTRACT CLAUSES

I.1 PROVISIONS INCORPORATED BY REFERENCE52.215-20 Requirements for Certified Cost or Pricing Data and Data OCT 2010 Other Than Certified Cost or Pricing Data

I.2 CLAUSES INCORPORATED BY REFERENCE

52.203-16 Preventing Personal Conflicts of Interest DEC 201152.204-9 Personal Identity Verification of Contractor Personnel JAN 201152.204-12 Data Universal Numbering System Number Maintenance DEC 201252.204-99 System for Award Management Registration Deviation AUG 201252.222-40 Notification of Employees Rights under the National Labor DEC 2010

Relations Act52.223.18 Encouraging Contractor Policies to Ban Text Messaging AUG 2011 While Driving52.243-7 Notification of Changes APR 1984252.204-7007 Annual Representations and Certifications, Alternate A MAY 2013

All clauses incorporated by reference in the offerors MAC contract apply to this Task Order, asapplicable.

NOTE: REGARDING 52.244-2 -- SUBCONTRACTS (JUNE 2007) - ALTERNATE I (JUNE 2007),TEAMING ARRANGEMENT WITH ANY FIRM NOT INCLUDED IN THE CONTRACTOR'S BASICMAC CONTRACT MUST BE SUBMITTED TO THE BASIC MAC CONTRACTING OFFICER FORAPPROVAL. TEAM MEMBER (SUBCONTRACT) ADDITIONS AFTER TASK ORDER AWARD MUSTBE APPROVED BY THE TASK ORDER CONTRACTING OFFICER.

I.3 CLAUSES INCORPORATED BY FULL TEXT:

52.216-10 INCENTIVE FEE JUN 2011

(Applicable to CLIN 4000, if exercised, CLINs 7100, 7200, 7300, and 7400) (a) General. The Government shall pay the Contractor for performing this contract a fee determined asprovided in this contract. (b) Target cost and target fee. The target cost and target fee specified in the Schedule are subject toadjustment 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 inaccordance with paragraph (d) of this clause. (c) Withholding of payment. (1) Normally, the Government shall pay the fee to the Contractor as specified in the Schedule.However, when the Contracting Officer considers that performance or cost indicates that the Contractorwill not achieve target, the Government shall pay on the basis of an appropriate lesser fee. When the

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Contractor demonstrates that performance or cost clearly indicates that the Contractor will earn a feesignificantly above the target fee, the Government may, at the sole discretion of the ContractingOfficer, pay on the basis of an appropriate higher fee. (2) Payment of the incentive fee shall be made as specified in the Schedule; provided that theContracting Officer withholds a reserve not to exceed 15 percent of the total incentive fee or $100,000,whichever is less, to protect the Government’s interest. The Contracting Officer shall release 75 percentof all fee withholds under this contract after receipt of an adequate certified final indirect cost rateproposal covering the year of physical completion of this contract, provided the Contractor has satisfiedall other contract terms and conditions, including the submission of the final patent and royalty reports,and is not delinquent in submitting final vouchers on prior years’ settlements. The Contracting Officermay release up to 90 percent of the fee withholds under this contract based on the Contractor’s pastperformance related to the submission and settlement of final 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 authorized underany other clause, equitable adjustments in the target cost, target fee, minimum fee, and maximum 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 thirty cents ($0.30) forevery dollar that the total allowable cost is less than the target cost or decreased by thirty cents ($0.30)for every dollar that the total allowable cost exceeds the target cost. In no event shall the fee begreater than nine percent (9.0%) or less than three percent (3%) of the target cost. (2) The fee shall be subject to adjustment, to the extent provided in paragraph (d) of this clause, andwithin the minimum and maximum fee limitations in paragraph (e)(1) of this clause, when the totalallowable 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 costs arisingout 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, orregulation that results in the Contractor’s being required to pay or bear the burden of any tax or duty orrate 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 and informationrequested pursuant to the Notice and Assistance Regarding Patent and Copyright Infringement 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 to theInsurance Liability to Third Persons clause; (v) Any claim, loss, or damage resulting from a risk for which the Contractor has been relieved ofliability by the Government Property clause; or

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(vi) Any claim, loss, or damage resulting from a risk defined in the contract as unusually hazardousor as a nuclear risk and against which the Government has expressly agreed to indemnify theContractor. (5) All other allowable costs are included in “total allowable cost” for fee adjustment in accordancewith this paragraph (e), unless otherwise specifically provided in this contract. (f) Contract modification. The total allowable cost and the adjusted fee determined as provided in thisclause shall be evidenced by a modification to this contract signed by the Contractor and ContractingOfficer. (g) Inconsistencies. In the event of any language inconsistencies between this clause and provisioningdocuments or Government options under this contract, compensation for spare parts or other suppliesand services ordered under such documents shall be determined in accordance with this clause. 52.217-9 OPTION TO EXTEND THE TERM OF THE CONTRACT (MAR 2000) (NAVSEA VARIATION)(SEP 2009) (a) The Government may extend the term of this contract by written notice(s) to the Contractor withinthe periods specified below. If more than one option exists the Government has the right to unilaterallyexercise any such option whether or not it has exercised other options.

ITEM(S) LATEST OPTION EXERCISE DATE

7100, 7199,9100

After the first 12 months of Task Order performance andno later than 24 months after Task Order performancebegins.

7200, 7299, 9200After the first 24 months of Task Order performance andno later than 36 months after the Task Order performancebegins.

7300, 7399,9300

After the first 36 months of Task Order performance andno later than 48 months after the Task Order performancebegins.

7400, 7499,9400

After the first 48 months of Task Order performance andno later than 60 months after the Task Order performancebegins.

(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 option(s) under this clause, shall not exceed five(5) years, however, in accordance with paragraph (g) of the requirement of this contract entitled "LEVEL OFEFFORT" (NAVSEA 5252.216-9122), if the total manhours delineated in paragraph (a) of the LEVEL OF EFFORTrequirement, have not been expended within the period specified above, the Government may require the Contractorto continue to perform the work until the total number of manhours specified in paragraph (a) of the aforementionedrequirement have been expended.

I.4 52.222-2 Payment for Overtime Premiums (Jul 1990) (a) The use of overtime is authorized under this contract if the overtime premium does not exceed (*) or the overtime premium is paid for work-- (1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters,

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breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;(2) By indirect-labor employees such as those performing duties in connection with administration,protection, transportation, maintenance, standby plant protection, operation of utilities, oraccounting;(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 be used,together with present workload, staffing, and other data of the affected unit sufficient to permit theContracting Officer to evaluate the necessity for the overtime;(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 payments inconnection with other Government contracts, together with identification of each affected contract;and(4) Provide reasons why the required work cannot be performed by using multishift operations or byemploying additional personnel.

* - TBD at time of award.

I.5 52.243-7 Notification of Changes (APR 1984)

(a) Definitions.“Contracting Officer,” as used in this clause, does not include any representative ofthe Contracting Officer.

“Specifically Authorized Representative (SAR),” as used in this clause, means any person theContracting Officer has so designated by written notice (a copy of which shall be provided to theContractor) which shall refer to this paragraph and shall be issued to the designated representativebefore the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Governmentconduct that the Contractor considers to constitute a change to this contract. Except for changesidentified as such in writing and signed by the Contracting Officer, the Contractor shall notify theAdministrative Contracting Officer in writing promptly, within ______ (to be negotiated) calendardays from the date that the Contractor identifies any Government conduct (including actions,inactions, and written or oral communications) that the Contractor regards as a change to thecontract terms and conditions. On the basis of the most accurate information available to theContractor, the notice shall state—

(1) The date, nature, and circumstances of the conduct regarded as a change;(2) The name, function, and activity of each Government individual and Contractor official or

employee involved in or knowledgeable about such conduct;(3) The identification of any documents and the substance of any oral communication

involved in such conduct;(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis

upon which it arose;(5) The particular elements of contract performance for which the Contractor may seek an

equitable adjustment under this clause, including—(i) What contract line items have been or may be affected by the alleged change;(ii) What labor or materials or both have been or may be added, deleted, or wasted by the

alleged change;(iii) To the extent practicable, what delay and disruption in the manner and sequence of

performance and effect on

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continued performance have been or may be caused by the alleged change;(iv) What adjustments to contract price, delivery schedule, and other provisions affected by

the alleged change are estimated; and(6) The Contractor’s estimate of the time by which the Government must respond to the

Contractor’s notice to minimize cost, delay or disruption of performance.(c) Continued performance. Following submission of the notice required by paragraph (b) of this

clause, the Contractor shall diligently continue performance of this contract to the maximum extentpossible in accordance with its terms and conditions as construed by the Contractor, unless thenotice reports a direction of the Contracting Officer or a communication from a SAR of theContracting Officer, in either of which events the Contractor shall continue performance; provided,however, that if the Contractor regards the direction or communication as a change as described inparagraph (b) of this clause, notice shall be given in the manner provided. All directions,communications, interpretations, orders and similar actions of the SAR shall be reduced to writingpromptly and copies furnished to the Contractor and to the Contracting Officer. The ContractingOfficer shall promptly countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within _____ (to be negotiated)calendar days after receipt of notice, respond to the notice in writing. In responding, the ContractingOfficer shall either—

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change andwhen necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when

necessary direct the mode of further performance; or(4) In the event the Contractor’s notice information is inadequate to make a decision under

paragraphs (d)(1), (2), or (3) of this clause, advise the Contractor what additional information isrequired, and establish the date by which it should be furnished and the date thereafter by whichthe Government will respond.

(e) Equitable adjustments.(1) If the Contracting Officer confirms that Government conduct effected a change as alleged

by the Contractor, and the conduct causes an increase or decrease in the Contractor’s cost of, or thetime required for, performance of any part of the work under this contract, whether changed or notchanged by such conduct, an equitable adjustment shall be made—

(i) In the contract price or delivery schedule or both; and(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs orspecifications which are defective and for which the Government is responsible, the equitableadjustment shall include the cost and time extension for delay reasonably incurred by theContractor in attempting to comply with the defective drawings, designs or specifications before theContractor identified, or reasonably should have identified, such defect. When the cost of propertymade obsolete or excess as a result of a change confirmed by the Contracting Officer under thisclause is included in the equitable adjustment, the Contracting Officer shall have the right toprescribe the manner of disposition of the property. The equitable adjustment shall not includeincreased costs or time extensions for delay resulting from the Contractor’s failure to provide noticeor to continue performance as provided, respectively, in paragraphs (b) and (c) of this clause.

I.6 52.244-2 – Subcontracts Alternate I (Jun 2007).


“Approved purchasing system” means a Contractor’s purchasing system that has been reviewed andapproved in accordance with Part 44 of the Federal Acquisition Regulation (FAR)

“Consent to subcontract” means the Contracting Officer’s written consent for the Contractor to enterinto a particular subcontract.

“Subcontract” means any contract, as defined in FAR Subpart 2.1, entered into by a subcontractor tofurnish supplies or services for performance of the prime contract or a subcontract. It includes, but isnot limited to, purchase orders, and changes and modifications to purchase orders.

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(b) When this clause is included in a fixed-price type contract, consent to subcontract is requiredonly on unpriced contract actions (including unpriced modifications or unpriced delivery orders),and only if required in accordance with paragraph (c) or (d) of this clause.

(c) If the Contractor does not have an approved purchasing system, consent to subcontract isrequired for any subcontract that-

(1) Is of the cost-reimbursement, time-and-materials, or labor-hour type; or

(2) Is fixed-price and exceeds—

(i) For a contract awarded by the Department of Defense, the Coast Guard, or the NationalAeronautics and Space Administration, the greater of the simplified acquisition threshold or 5percent of the total estimated cost of the contract; or

(ii) For a contract awarded by a civilian agency other than the Coast Guard and the NationalAeronautics and Space Administration, either the simplified acquisition threshold or 5 percent ofthe total estimated cost of the contract.

(d) If the Contractor has an approved purchasing system, the Contractor nevertheless shall obtain theContracting Officer’s written consent before placing the following subcontracts:

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

(e)(1) The Contractor shall notify the Contracting Officer reasonably in advance of placing anysubcontract or modification thereof for which consent is required under paragraph (b), (c), or (d) ofthis clause, including the following information:

(i) A description of the supplies or services to be subcontracted.

(ii) Identification of the type of subcontract to be used.

(iii) Identification of the proposed subcontractor.

(iv) The proposed subcontract price.

(v) The subcontractor’s current, complete, and accurate certified cost or pricing data and Certificateof Current Cost or Pricing Data, if required by other contract provisions.

(vi) The subcontractor’s Disclosure Statement or Certificate relating to Cost Accounting Standardswhen such data are required by other provisions of this contract.

(vii) A negotiation memorandum reflecting -

(A) The principal elements of the subcontract price negotiations;

(B) The most significant considerations controlling establishment of initial or revised prices;

(C) The reason certified cost or pricing data were or were not required;

(D) The extent, if any, to which the Contractor did not rely on the subcontractor’s certified cost orpricing data in determining the price objective and in negotiating the final price;

(E) The extent to which it was recognized in the negotiation that the subcontractor’s certified cost orpricing data were not accurate, complete, or current; the action taken by the Contractor and thesubcontractor; and the effect of any such defective data on the total price negotiated;

(F) The reasons for any significant difference between the Contractor’s price objective and the pricenegotiated; and

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(G) A complete explanation of the incentive fee or profit plan when incentives are used. Theexplanation shall identify each critical performance element, management decisions used toquantify each incentive element, reasons for the incentives, and a summary of all trade-offpossibilities considered.

(e)(2) If the Contractor has an approved purchasing system and consent is not required underparagraph (c) or (d) of this clause, the Contractor nevertheless shall notify the Contracting Officerreasonably in advance of entering into any (i) cost-plus-fixed-fee subcontract, or (ii) fixed-pricesubcontract that exceeds either the simplified acquisition threshold or 5 percent of the totalestimated cost of this contract. The notification shall include the information required by paragraphs(e)(1)(i) through (e)(1)(iv) of this clause.

(f) Unless the consent or approval specifically provides otherwise, neither consent by theContracting Officer to any subcontract nor approval of the Contractor’s purchasing system shallconstitute a determination -

(1) Of the acceptability of any subcontract terms or conditions;(2) Of the allowability of any cost under this contract; or(3) To relieve the Contractor of any responsibility for performing this contract.

(g) No subcontract or modification thereof placed under this contract shall provide for payment on acost-plus-a-percentage-of-cost basis, and any fee payable under cost-reimbursement typesubcontracts shall not exceed the fee limitations in FAR 15.404-4(c)(4)(i).

I.7 252.239-7001 INFORMATION ASSURANCE CONTRACTOR TRAINING AND CERTIFICATION (JAN2008)

(a) The Contractor shall ensure that personnel accessing information systems have the proper andcurrent information assurance certification to perform information assurance functions in accordancewith DoD 8570.01-M, Information Assurance Workforce Improvement Program. The Contractor shallmeet the applicable information assurance certification requirements, including—

(1) DoD-approved information assurance workforce certifications appropriate for each category andlevel as listed in the current version of DoD 8570.01-M; and

(2) Appropriate operating system certification for information assurance technical positions asrequired by DoD 8570.01-M.

(b) Upon request by the Government, the Contractor shall provide documentation supporting theinformation assurance certification status of personnel performing information assurance functions.

(c) Contractor personnel who do not have proper and current certifications shall be denied access toDoD information systems for the purpose of performing information assurance functions.

I.8 252.227-7013 RIGHTS IN TECHNICAL DATA--NONCOMMERCIAL ITEMS (FEB 2014)


(1) “Computer data base” means a collection of data recorded in a form capable of being processedby a computer. The term does not include computer software.

(2) “Computer program” means a set of instructions, rules, or routines recorded in a form that iscapable of causing a computer to perform a specific operation or series of operations.

(3) “Computer software” means computer programs, source code, source code listings, object codelistings, design details, algorithms, processes, flow charts, formulae and related material that wouldenable the software to be reproduced, recreated, or recompiled. Computer software does notinclude computer data bases or computer software documentation.

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(4) “Computer software documentation” means owner's manuals, user's manuals, installationinstructions, operating instructions, and other similar items, regardless of storage medium, thatexplain the capabilities of the computer software or provide instructions for using the software.

(5) "Covered Government support contractor" means a contractor (other than a litigation supportcontractor covered by 252.204-7014) under a contract, the primary purpose of which is to furnishindependent and impartial advice or technical assistance directly to the Government in support ofthe Government’s management and oversight of a program or effort (rather than to directly furnishan end item or service to accomplish a program or effort), provided that the contractor—

(i) Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, orwith any direct competitor of such prime contractor or any such first-tier subcontractor in furnishingend items or services of the type developed or produced on the program or effort; and

(ii) Receives access to technical data or computer software for performance of a Governmentcontract that contains the clause at 252.227-7025, Limitations on the Use or Disclosure ofGovernment-Furnished Information Marked with Restrictive Legends.

(6) “Detailed manufacturing or process data” means technical data that describe the steps,sequences, and conditions of manufacturing, processing or assembly used by the manufacturer toproduce an item or component or to perform a process.

(7) “Developed” means that an item, component, or process exists and is workable. Thus, the item orcomponent must have been constructed or the process practiced. Workability is generallyestablished when the item, component, or process has been analyzed or tested sufficiently todemonstrate to reasonable people skilled in the applicable art that there is a high probability that itwill operate as intended. Whether, how much, and what type of analysis or testing is required toestablish workability depends on the nature of the item, component, or process, and the state of theart. To be considered “developed,” the item, component, or process need not be at the stage whereit could be offered for sale or sold on the commercial market, nor must the item, component, orprocess be actually reduced to practice within the meaning of Title 35 of the United States Code.

(8) “Developed exclusively at private expense” means development was accomplished entirely withcosts charged to indirect cost pools, costs not allocated to a government contract, or anycombination thereof.

(i) Private expense determinations should be made at the lowest practicable level.

(ii) Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling priceof the contract, the additional development costs necessary to complete development shall not beconsidered when determining whether development was at government, private, or mixed expense.

(9) “Developed exclusively with government funds” means development was not

accomplished exclusively or partially at private expense.

(10) “Developed with mixed funding” means development was accomplished

partially with costs charged to indirect cost pools and/or costs not allocated to a governmentcontract, and partially with costs charged directly to a government contract.

(11) “Form, fit, and function data” means technical data that describes the

required overall physical, functional, and performance characteristics (along with the qualificationrequirements, if applicable) of an item, component, or process to the extent necessary to permitidentification of physically and functionally interchangeable items.

(12) “Government purpose” means any activity in which the United States

Government is a party, including cooperative agreements with international or multi-nationaldefense organizations, or sales or transfers by the United States Government to foreign governmentsor international organizations. Government purposes include competitive procurement, but do not

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http://www.acq.osd.mil/dpap/dars/dfars/html/current/252204.htm


include the rights to use, modify, reproduce, release, perform, display, or disclose technical data forcommercial purposes or authorize others to do so.

(13) “Government purpose rights” means the rights to—

(i) Use, modify, reproduce, release, perform, display, or disclose technical data within theGovernment without restriction; and

(ii) Release or disclose technical data outside the Government and authorize persons to whomrelease or disclosure has been made to use, modify, reproduce, release, perform, display, or disclosethat data for United States government purposes.

(14) “Limited rights” means the rights to use, modify, reproduce, release, perform, display, or disclosetechnical data, in whole or in part, within the Government. The Government may not, without thewritten permission of the party asserting limited rights, release or disclose the technical data outsidethe Government, use the technical data for manufacture, or authorize the technical data to be usedby another party,

except that the Government may reproduce, release, or disclose such data or authorize

the use or reproduction of the data by persons outside the Government if—

(i) The reproduction, release, disclosure, or use is—

(A) Necessary for emergency repair and overhaul; or

(B) A release or disclosure to—

(1) A covered Government support contractor in performance of its covered Government supportcontract for use, modification, reproduction, performance, display, or release or disclosure to aperson authorized to receive limited rights technical data; or

(2) A foreign government, of technical data other than detailed manufacturing or process data,when use of such data by the foreign government is in the interest of the Government and isrequired for evaluational or informational purposes;

(ii) The recipient of the technical data is subject to a prohibition on the further reproduction,release, disclosure, or use of the technical data; and

(iii) The contractor or subcontractor asserting the restriction is notified of such reproduction, release,disclosure, or use.

(15) “Technical data” means recorded information, regardless of the form or

method of the recording, of a scientific or technical nature (including computer softwaredocumentation). The term does not include computer software or data incidental to contractadministration, such as financial and/or management information.

(16) “Unlimited rights” means rights to use, modify, reproduce, perform, display, release, or disclosetechnical data in whole or in part, in any manner, and for any purpose whatsoever, and to have orauthorize others to do so.

(b) Rights in technical data. The Contractor grants or shall obtain for the Government the followingroyalty free, world-wide, nonexclusive, irrevocable license rights in technical data other thancomputer software documentation (see the Rights in Noncommercial Computer Software andNoncommercial Computer Software Documentation clause of this contract for rights in computersoftware documentation):

(1) Unlimited rights. The Government shall have unlimited rights in technical data that are—

(i) Data pertaining to an item, component, or process which has been or will be developedexclusively with Government funds;

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(ii) Studies, analyses, test data, or similar data produced for this contract, when the study, analysis,test, or similar work was specified as an element of performance;

(iii) Created exclusively with Government funds in the performance of a contract that does notrequire the development, manufacture, construction, or production of items, components, orprocesses;

(iv) Form, fit, and function data;

(v) Necessary for installation, operation, maintenance, or training purposes (other than detailedmanufacturing or process data);

(vi) Corrections or changes to technical data furnished to the Contractor by the Government;

(vii) Otherwise publicly available or have been released or disclosed by the Contractor orsubcontractor without restrictions on further use, release or disclosure, other than a release ordisclosure resulting from the sale, transfer, or other assignment of interest in the technical data toanother party or the sale or transfer of some or all of a business entity or its assets to another party;

(viii) Data in which the Government has obtained unlimited rights under another Governmentcontract or as a result of negotiations; or

(ix) Data furnished to the Government, under this or any other Government contract or subcontractthereunder, with—

(A) Government purpose license rights or limited rights and the restrictive condition(s) has/haveexpired; or

(B) Government purpose rights and the Contractor's exclusive right to use such data for commercialpurposes has expired.

(2) Government purpose rights.

(i) The Government shall have government purpose rights for a five-year period, or such otherperiod as may be negotiated, in technical data—

(A) That pertain to items, components, or processes developed with mixed funding except when theGovernment is entitled to unlimited rights in such data

as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause; or

(B) Created with mixed funding in the performance of a contract that does not require thedevelopment, manufacture, construction, or production of items, components, or processes.

(ii) The five-year period, or such other period as may have been negotiated, shall commence uponexecution of the contract, subcontract, letter contract (or similar contractual instrument), contractmodification, or option exercise that required development of the items, components, or processesor creation of the data described in paragraph (b)(2)(i)(B) of this clause. Upon expiration of thefive-year or other negotiated period, the Government shall have unlimited rights in the technicaldata.

(iii) The Government shall not release or disclose technical data in which it has governmentpurpose rights unless—

(A) Prior to release or disclosure, the intended recipient is subject to the non-disclosure agreementat 227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS); or

(B) The recipient is a Government contractor receiving access to the data for performance of aGovernment contract that contains the clause at DFARS 252.227-7025, Limitations on the Use orDisclosure of Government-Furnished Information Marked with Restrictive Legends.

(iv) The Contractor has the exclusive right, including the right to license others, to use technicaldata in which the Government has obtained government purpose rights under this contract for any

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commercial purpose during the time period specified in the government purpose rights legendprescribed in paragraph (f)(2) of this clause.

(3) Limited rights.

(i) Except as provided in paragraphs (b)(1)(ii) and (b)(1)(iv) through (b)(1)(ix) of this clause, theGovernment shall have limited rights in technical data—

(A) Pertaining to items, components, or processes developed exclusively at private expense andmarked with the limited rights legend prescribed in paragraph (f) of this clause; or

(B) Created exclusively at private expense in the performance of a contract that does not require thedevelopment, manufacture, construction, or production of items, components, or processes.

(ii) The Government shall require a recipient of limited rights data for emergency repair or overhaulto destroy the data and all copies in its possession promptly following completion of the emergencyrepair/overhaul and to notify the Contractor that the data have been destroyed.

(iii) The Contractor, its subcontractors, and suppliers are not required to provide the Governmentadditional rights to use, modify, reproduce, release, perform, display, or disclose technical datafurnished to the Government with limited rights. However, if the Government desires to obtainadditional rights in technical data in which it has limited rights, the Contractor agrees to promptlyenter into negotiations with the Contracting Officer to determine whether there are acceptable termsfor transferring such rights. All technical data in which the Contractor has granted the Governmentadditional rights shall be listed or described in a license agreement made part of the contract. Thelicense shall enumerate the additional rights granted the Government in such data.

(iv) The Contractor acknowledges that—

(A) Limited rights data are authorized to be released or disclosed to

covered Government support contractors;

(B) The Contractor will be notified of such release or disclosure;

(C) The Contractor (or the party asserting restrictions as identified in the limited rights legend) mayrequire each such covered Government support contractor to enter into a non-disclosure agreementdirectly with the Contractor (or the party asserting restrictions) regarding the covered Governmentsupport contractor’s use of such data, or alternatively, that the Contractor (or party assertingrestrictions) may waive in writing the requirement for a non-disclosure agreement; and

(D) Any such non-disclosure agreement shall address the restrictions on the covered Governmentsupport contractor's use of the limited rights data as set forth in the clause at 252.227-7025,Limitations on the Use or Disclosure of Government-Furnished Information Marked with RestrictiveLegends. The non-disclosure agreement shall not include any additional terms and conditionsunless mutually agreed to by the parties to the non-disclosure agreement.

(4) Specifically negotiated license rights. The standard license rights granted to the Governmentunder paragraphs (b)(1) through (b)(3) of this clause, including the period during which theGovernment shall have government purpose rights in technical data, may be modified by mutualagreement to provide such rights as the parties consider appropriate but shall not provide theGovernment lesser rights than are enumerated in paragraph (a)(14) of this clause. Any rights sonegotiated shall be identified in a license agreement made part of this contract.

(5) Prior government rights. Technical data that will be delivered, furnished, or otherwise providedto the Government under this contract, in which the Government has previously obtained rights shallbe delivered, furnished, or provided with the pre-existing rights, unless—

(i) The parties have agreed otherwise; or

(ii) Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display,or disclose the data have expired or no longer apply.

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(6) Release from liability. The Contractor agrees to release the Government from liability for anyrelease or disclosure of technical data made in accordance with paragraph (a)(14) or (b)(2)(iii) of thisclause, in accordance with the terms of a license negotiated under paragraph (b)(4) of this clause, orby others to whom the recipient has released or disclosed the data and to seek relief solely from theparty who has improperly used, modified, reproduced, released, performed, displayed, or disclosedContractor data marked with restrictive legends.

(c) Contractor rights in technical data. All rights not granted to the Government are retained by theContractor.

(d) Third party copyrighted data. The Contractor shall not, without the written approval of theContracting Officer, incorporate any copyrighted data in the technical data to be delivered underthis contract unless the Contractor is the copyright owner or has obtained for the Government thelicense rights necessary to perfect a license or licenses in the deliverable data of the appropriatescope set forth in paragraph (b) of this clause, and has affixed a statement of the license or licensesobtained on behalf of the Government and other persons to the data transmittal document.

(e) Identification and delivery of data to be furnished with restrictions on use, release, or disclosure.

(1) This paragraph does not apply to restrictions based solely on copyright.

(2) Except as provided in paragraph (e)(3) of this clause, technical data that the Contractor assertsshould be furnished to the Government with restrictions on use, release, or disclosure are identifiedin an attachment to this contract (the Attachment). The Contractor shall not deliver any data withrestrictive markings unless the data are listed on the Attachment.

(3) In addition to the assertions made in the Attachment, other assertions may be identified afteraward when based on new information or inadvertent omissions unless the inadvertent omissionswould have materially affected the source selection decision. Such identification and assertion shallbe submitted to the Contracting Officer as soon as practicable prior to the scheduled date fordelivery of the data, in the following format, and signed by an official authorized to contractuallyobligate the Contractor:

Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure ofTechnical Data.

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use,release, or disclose the following technical data should be restricted—

Technical Data Name of Person

to be Furnished Basis for Asserted Rights Asserting

With Restrictions* Assertion** Category*** Restrictions****

(LIST) (LIST) (LIST) (LIST)

*If the assertion is applicable to items, components, or processes developed at private expense,identify both the data and each such item, component, or process.

**Generally, the development of an item, component, or process at private expense, eitherexclusively or partially, is the only basis for asserting restrictions on the Government's rights to use,release, or disclose technical data pertaining to such items, components, or processes. Indicatewhether development was exclusively or partially at private expense. If development was not atprivate expense, enter the specific reason for asserting that the Government's rights should berestricted.

***Enter asserted rights category (e.g., government purpose license rights from a prior contract, rightsin SBIR data generated under another contract, limited or government purpose rights under this or aprior contract, or specifically negotiated licenses).

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****Corporation, individual, or other person, as appropriate.

Date _________________________________

Printed Name and Title _________________________________

_________________________________

Signature _________________________________

(End of identification and assertion)

(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information toenable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officerreserves the right to add the Contractor's assertions to the Attachment and validate any listedassertion, at a later date, in accordance with the procedures of the Validation of Restrictive Markingson Technical Data clause of this contract.

(f) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assertrestrictions on the Government's rights to use, modify, reproduce, release, perform, display, ordisclose technical data to be delivered under this contract by marking the deliverable data subjectto restriction. Except as provided in paragraph (f)(5) of this clause, only the following legends areauthorized under this contract: the government purpose rights legend at paragraph (f)(2) of thisclause; the limited rights legend at paragraph (f)(3) of this clause; or the special license rightslegend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C.401 or 402.

(1) General marking instructions. The Contractor, or its subcontractors or suppliers, shallconspicuously and legibly mark the appropriate legend on all technical data that qualify for suchmarkings. The authorized legends shall be placed on the transmittal document or storage containerand, for printed material, each page of the printed material containing technical data for whichrestrictions are asserted. When only portions of a page of printed material are subject to the assertedrestrictions, such portions shall be identified by circling, underscoring, with a note, or otherappropriate identifier. Technical data transmitted directly from one computer or computer terminalto another shall contain a notice of asserted restrictions. Reproductions of technical data or anyportions thereof subject to asserted restrictions shall also reproduce the asserted restrictions.

(2) Government purpose rights markings. Data delivered or otherwise furnished to the Governmentwith government purpose rights shall be marked as follows:

GOVERNMENT PURPOSE RIGHTS

Contract No.

Contractor Name

Contractor Address

Expiration Date

The Government's rights to use, modify, reproduce, release, perform, display, or disclose thesetechnical data are restricted by paragraph (b)(2) of the Rights in Technical Data—NoncommercialItems clause contained in the above identified contract. No restrictions apply after the expirationdate shown above. Any reproduction of technical data or portions thereof marked with this legendmust also reproduce the markings.

(End of legend)

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(3) Limited rights markings. Data delivered or otherwise furnished to the Government with limitedrights shall be marked with the following legend:

LIMITED RIGHTS

Contract No.

Contractor Name

Contractor Address

The Government's rights to use, modify, reproduce, release, perform, display, or disclose thesetechnical data are restricted by paragraph (b)(3) of the Rights in Technical Data--NoncommercialItems clause contained in the above identified contract. Any reproduction of technical data orportions thereof marked with this legend must also reproduce the markings. Any person, other thanthe Government, who has been provided access to such data must promptly notify the above namedContractor.

(End of legend)

(4) Special license rights markings.

(i) Data in which the Government's rights stem from a specifically negotiated license shall bemarked with the following legend:

SPECIAL LICENSE RIGHTS

The Government's rights to use, modify, reproduce, release, perform,display, or disclose these data are restricted by Contract No._____(Insert contract number)____, License No. ____(Insert licenseidentifier)____. Any reproduction of technical data or portions thereofmarked with this legend must also reproduce the markings.

(End of legend)

(ii) For purposes of this clause, special licenses do not include government purpose license rightsacquired under a prior contract (see paragraph (b)(5) of this clause).

(5) Pre-existing data markings. If the terms of a prior contract or license permitted the Contractor torestrict the Government's rights to use, modify, reproduce, release, perform, display, or disclosetechnical data deliverable under this contract, and those restrictions are still applicable, theContractor may mark such data with the appropriate restrictive legend for which the data qualifiedunder the prior contract or license. The marking procedures in paragraph (f)(1) of this clause shall befollowed.

(g) Contractor procedures and records. Throughout performance of this contract, the Contractor andits subcontractors or suppliers that will deliver technical data with other than unlimited rights, shall—

(1) Have, maintain, and follow written procedures sufficient to assure that restrictive markings areused only when authorized by the terms of this clause; and

(2) Maintain records sufficient to justify the validity of any restrictive markings on technical datadelivered under this contract.

(h) Removal of unjustified and nonconforming markings.

(1) Unjustified technical data markings. The rights and obligations of the parties regarding thevalidation of restrictive markings on technical data furnished or to be furnished under this contractare contained in the Validation of Restrictive Markings on Technical Data clause of this contract.

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Notwithstanding any provision of this contract concerning inspection and acceptance, theGovernment may ignore or, at the Contractor's expense, correct or strike a marking if, in accordancewith the procedures in the Validation of Restrictive Markings on Technical Data clause of thiscontract, a restrictive marking is determined to be unjustified.

(2) Nonconforming technical data markings. A nonconforming marking is a marking placed ontechnical data delivered or otherwise furnished to the Government under this contract that is not inthe format authorized by this contract. Correction of nonconforming markings is not subject to theValidation of Restrictive Markings on Technical Data clause of this contract. If the ContractingOfficer notifies the Contractor of a nonconforming marking and the Contractor fails to remove orcorrect such marking within sixty (60) days, the Government may ignore or, at the Contractor'sexpense, remove or correct any nonconforming marking.

(i) Relation to patents. Nothing contained in this clause shall imply a license to the Governmentunder any patent or be construed as affecting the scope of any license or other right otherwisegranted to the Government under any patent.

(j) Limitation on charges for rights in technical data.

(1) The Contractor shall not charge to this contract any cost, including, but not limited to, licensefees, royalties, or similar charges, for rights in technical data to be delivered under this contractwhen—

(i) The Government has acquired, by any means, the same or greater rights in the data; or

(ii) The data are available to the public without restrictions.

(2) The limitation in paragraph (j)(1) of this clause—

(i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by theContractor to acquire rights in subcontractor or supplier technical data, if the subcontractor orsupplier has been paid for such rights under any other Government contract or under a licenseconveying the rights to the Government; and

(ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents orother media in which the technical data will be delivered.

(k) Applicability to subcontractors or suppliers.

(1) The Contractor shall ensure that the rights afforded its subcontractors and suppliers under 10U.S.C. 2320, 10 U.S.C. 2321, and the identification, assertion, and delivery processes of paragraph(e) of this clause are recognized and protected.

(2) Whenever any technical data for noncommercial items, or for commercial items developed inany part at Government expense, is to be obtained from a subcontractor or supplier for delivery tothe Government under this contract, the Contractor shall use this same clause in the subcontract orother contractual instrument, including subcontracts or other contractual instruments for commercialitems, and require its subcontractors or suppliers to do so, without alteration, except to identify theparties. This clause will govern the technical data pertaining to noncommercial items or to anyportion of a commercial item that was developed in any part at Government expense, and theclause at 252.227-7015 will govern the technical data pertaining to any portion of a commercialitem that was developed exclusively at private expense. No other clause shall be used to enlarge ordiminish the Government's, the Contractor's, or a higher-tier subcontractor's or supplier's rights in asubcontractor's or supplier's technical data.

(3) Technical data required to be delivered by a subcontractor or supplier shall normally bedelivered to the next higher-tier contractor, subcontractor, or supplier. However, when there is arequirement in the prime contract for data which may be submitted with other than unlimited rightsby a subcontractor or supplier, then said subcontractor or supplier may fulfill its requirement bysubmitting such data directly to the Government, rather than through a higher-tier contractor,subcontractor, or supplier.

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(4) The Contractor and higher-tier subcontractors or suppliers shall not use their power to awardcontracts as economic leverage to obtain rights in technical data from their subcontractors orsuppliers.

(5) In no event shall the Contractor use its obligation to recognize and protect subcontractor orsupplier rights in technical data as an excuse for failing to satisfy its contractual obligation to theGovernment.

I.9 252.227-7014 RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIALCOMPUTER SOFTWARE DOCUMENTATION (FEB 2014)


(1) “Commercial computer software” means software developed or regularly used fornon-governmental purposes which—

(i) Has been sold, leased, or licensed to the public;

(ii) Has been offered for sale, lease, or license to the public;

(iii) Has not been offered, sold, leased, or licensed to the public but will be available forcommercial sale, lease, or license in time to satisfy the delivery requirements of this contract; or

(iv) Satisfies a criterion expressed in paragraph (a)(1)(i), (ii), or (iii) of this clause and would requireonly minor modification to meet the requirements of this contract.

(2) “Computer database” means a collection of recorded data in a form capable of being processedby a computer. The term does not include computer software.

(3) “Computer program” means a set of instructions, rules, or routines, recorded in a form that iscapable of causing a computer to perform a specific operation or series of operations.

(4) “Computer software” means computer programs, source code, source code listings, object codelistings, design details, algorithms, processes, flow charts, formulae, and related material that wouldenable the software to be reproduced, recreated, or recompiled. Computer software does notinclude computer databases or computer software documentation.

(5) “Computer software documentation” means owner's manuals, user's manuals, installationinstructions, operating instructions, and other similar items, regardless of storage medium, thatexplain the capabilities of the computer software or provide instructions for using the software.

(6) "Covered Government support contractor" means a contractor (other than a litigation supportcontractor covered by 252.204-7014) under a contract, the primary purpose of which is to furnishindependent and impartial advice or technical assistance directly to the Government in support ofthe Government’s management and oversight of a program or effort (rather than to directly furnishan end item or service to accomplish a program or effort), provided that the contractor—

(i) Is not affiliated with the prime contractor or a first-tier subcontractor on the program or effort, orwith any direct competitor of such prime contractor or any such first-tier subcontractor in furnishingend items or services of the type developed or produced on the program or effort; and

(ii) Receives access to technical data or computer software for performance of a Governmentcontract that contains the clause at 252.227-7025, Limitations on the Use or Disclosure ofGovernment-Furnished Information Marked with Restrictive Legends.

(7) “Developed” means that—

(i) A computer program has been successfully operated in a computer and tested to the extentsufficient to demonstrate to reasonable persons skilled in the art that the program can reasonably beexpected to perform its intended purpose;

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(ii) Computer software, other than computer programs, has been tested or analyzed to the extentsufficient to demonstrate to reasonable persons skilled in the art that the software can reasonably beexpected to perform its intended purpose; or

(iii) Computer software documentation required to be delivered under a contract has been written,in any medium, in sufficient detail to comply with requirements under that contract.

(8) “Developed exclusively at private expense” means development was accomplished entirely withcosts charged to indirect cost pools, costs not allocated to a government contract, or anycombination thereof.

(i) Private expense determinations should be made at the lowest practicable level.

(ii) Under fixed-price contracts, when total costs are greater than the firm-fixed-price or ceiling priceof the contract, the additional development costs necessary to complete development shall not beconsidered when determining whether development was at government, private, or mixed expense.

(9) “Developed exclusively with government funds” means development was not

accomplished exclusively or partially at private expense.

(10) “Developed with mixed funding” means development was accomplished

partially with costs charged to indirect cost pools and/or costs not allocated to a governmentcontract, and partially with costs charged directly to a government contract.

(11) “Government purpose” means any activity in which the United States Government is a party,including cooperative agreements with international or multi-national defense organizations orsales or transfers by the United States Government to foreign governments or internationalorganizations. Government purposes include competitive procurement, but do not include the rightsto use, modify, reproduce, release, perform, display, or disclose computer software or computersoftware documentation for commercial purposes or authorize others to do so.

(12) “Government purpose rights” means the rights to—

(i) Use, modify, reproduce, release, perform, display, or disclose computer software or computersoftware documentation within the Government without restriction; and

(ii) Release or disclose computer software or computer software documentation outside theGovernment and authorize persons to whom release or disclosure has been made to use, modify,reproduce, release, perform, display, or disclose the software or documentation for United Statesgovernment purposes.

(13) “Minor modification” means a modification that does not significantly alter

the nongovernmental function or purpose of the software or is of the type customarily provided inthe commercial marketplace.

(14) “Noncommercial computer software” means software that does not qualify

as commercial computer software under paragraph (a)(1) of this clause.

(15) “Restricted rights” apply only to noncommercial computer software and mean the Government'srights to—

(i) Use a computer program with one computer at one time. The program may not be accessed bymore than one terminal or central processing unit or time shared unless otherwise permitted by thiscontract;

(ii) Transfer a computer program to another Government agency without the further permission ofthe Contractor if the transferor destroys all copies of the program and related computer softwaredocumentation in its possession and notifies the licensor of the transfer. Transferred programsremain subject to the provisions of this clause;

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(iii) Make the minimum number of copies of the computer software required for safekeeping(archive), backup, or modification purposes;

(iv) Modify computer software provided that the Government may—

(A) Use the modified software only as provided in paragraphs (a)(15)(i) and (iii) of this clause; and

(B) Not release or disclose the modified software except as provided in paragraphs (a)(15)(ii), (v), (vi)and (vii) of this clause;

(v) Permit contractors or subcontractors performing service contracts (see 37.101 of the FederalAcquisition Regulation) in support of this or a related contract to use computer software to diagnoseand correct deficiencies in a computer program, to modify computer software to enable a computerprogram to be combined with, adapted to, or merged with other computer programs or whennecessary to respond to urgent tactical situations, provided that—

(A) The Government notifies the party which has granted restricted rights that a release or disclosureto particular contractors or subcontractors was made;

(B) Such contractors or subcontractors are subject to the use and non-disclosure agreement at227.7103-7 of the Defense Federal Acquisition Regulation Supplement (DFARS) or areGovernment contractors receiving access to the software for performance of a Government contractthat contains the clause at DFARS 252.227-7025, Limitations on the Use or Disclosure ofGovernment-Furnished Information Marked with Restrictive Legends;

(C) The Government shall not permit the recipient to decompile, disassemble, or reverse engineerthe software, or use software decompiled, disassembled, or reverse engineered by the Governmentpursuant to paragraph (a)(15)(iv) of this clause, for any other purpose; and

(D) Such use is subject to the limitations in paragraphs (a)(15)(i) through (iii) of this clause;

(vi) Permit contractors or subcontractors performing emergency repairs or overhaul of items orcomponents of items procured under this or a related contract to use the computer software whennecessary to perform the repairs or overhaul, or to modify the computer software to reflect the repairsor overhaul made, provided that—

(A) The intended recipient is subject to the use and non-disclosure agreement at DFARS227.7103-7 or is a Government contractor receiving access to the software for performance of aGovernment contract that contains the clause at DFARS 252.227-7025, Limitations on the Use orDisclosure of Government-Furnished Information Marked with Restrictive Legends;

(B) The Government shall not permit the recipient to decompile, disassemble, or reverse engineerthe software, or use software decompiled, disassembled, or reverse engineered by the Governmentpursuant to paragraph (a)(15)(iv) of this clause, for any other purpose; and

(C) Such use is subject to the limitations in paragraphs (a)(15)(i) through (iii) of this clause; and

(vii) Permit covered Government support contractors in the performance of covered Governmentsupport contracts that contain the clause at 252.227-7025, Limitations on the Use or Disclosure ofGovernment-Furnished Information Marked with Restrictive Legends, to use, modify, reproduce,perform, display, or release or disclose the computer software to a person authorized to receiverestricted rights computer software, provided that—

(A) The Government shall not permit the covered Government support contractor to decompile,disassemble, or reverse engineer the software, or use software decompiled, disassembled, or reverseengineered by the Government pursuant to paragraph (a)(15)(iv) of this clause, for any otherpurpose; and

(B) Such use is subject to the limitations in paragraphs (a)(15)(i) through (iv) of this clause.

(16) “Unlimited rights” means rights to use, modify, reproduce, release, perform, display, or disclosecomputer software or computer software documentation in whole or in part, in any manner and for

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any purpose whatsoever, and to have or authorize others to do so.

(b) Rights in computer software or computer software documentation. The Contractor grants or shallobtain for the Government the following royalty free, world-wide, nonexclusive, irrevocable licenserights in noncommercial computer software or computer software documentation. All rights notgranted to the Government are retained by the Contractor.

(1) Unlimited rights. The Government shall have unlimited rights in—

(i) Computer software developed exclusively with Government funds;

(ii) Computer software documentation required to be delivered under this contract;

(iii) Corrections or changes to computer software or computer software documentation furnished tothe Contractor by the Government;

(iv) Computer software or computer software documentation that is otherwise publicly available orhas been released or disclosed by the Contractor or subcontractor without restriction on further use,release or disclosure, other than a release or disclosure resulting from the sale, transfer, or otherassignment of interest in the software to another party or the sale or transfer of some or all of abusiness entity or its assets to another party;

(v) Computer software or computer software documentation obtained with unlimited rights underanother Government contract or as a result of negotiations; or

(vi) Computer software or computer software documentation furnished to the Government, under thisor any other Government contract or subcontract thereunder with—

(A) Restricted rights in computer software, limited rights in technical data, or government purposelicense rights and the restrictive conditions have expired; or

(B) Government purpose rights and the Contractor's exclusive right to use such software ordocumentation for commercial purposes has expired.

(2) Government purpose rights.

(i) Except as provided in paragraph (b)(1) of this clause, the Government shall have governmentpurpose rights in computer software developed with mixed funding.

(ii) Government purpose rights shall remain in effect for a period of five years unless a differentperiod has been negotiated. Upon expiration of the five-year or other negotiated period, theGovernment shall have unlimited rights in the computer software or computer softwaredocumentation. The government purpose rights period shall commence upon execution of thecontract, subcontract, letter contract (or similar contractual instrument), contract modification, oroption exercise that required development of the computer software.

(iii) The Government shall not release or disclose computer software in which it has governmentpurpose rights to any other person unless—

(A) Prior to release or disclosure, the intended recipient is subject to the use and non-disclosureagreement at DFARS 227.7103-7; or

(B) The recipient is a Government contractor receiving access to the software or documentation forperformance of a Government contract that contains the clause at DFARS 252.227-7025,Limitations on the Use or Disclosure of Government Furnished Information Marked with RestrictiveLegends.

(3) Restricted rights.

(i) The Government shall have restricted rights in noncommercial computer software required to bedelivered or otherwise provided to the Government under this contract that were developedexclusively at private expense.

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(ii) The Contractor, its subcontractors, or suppliers are not required to provide the Governmentadditional rights in noncommercial computer software delivered or otherwise provided to theGovernment with restricted rights. However, if the Government desires to obtain additional rights insuch software, the Contractor agrees to promptly enter into negotiations with the Contracting Officerto determine whether there are acceptable terms for transferring such rights. All noncommercialcomputer software in which the Contractor has granted the Government additional rights shall belisted or described in a license agreement made part of the contract (see paragraph (b)(4) of thisclause). The license shall enumerate the additional rights granted the Government.

(iii) The Contractor acknowledges that—

(A) Restricted rights computer software is authorized to be released or disclosed to coveredGovernment support contractors;

(B) The Contractor will be notified of such release or disclosure;

(C) The Contractor (or the party asserting restrictions, as identified in the restricted rights legend)may require each such covered Government support contractor to enter into a non-disclosureagreement directly with the Contractor (or the party asserting restrictions) regarding the coveredGovernment support contractor’s use of such software, or alternatively, that the Contractor (or partyasserting restrictions)

may waive in writing the requirement for a non-disclosure agreement; and

(D) Any such non-disclosure agreement shall address the restrictions on the covered Governmentsupport contractor's use of the restricted rights software as set forth in the clause at 252.227-7025,Limitations on the Use or Disclosure of Government-Furnished Information Marked with RestrictiveLegends. The non-disclosure agreement shall not include any additional terms and conditionsunless mutually agreed to by the parties to the non-disclosure agreement.

(4) Specifically negotiated license rights.

(i) The standard license rights granted to the Government under paragraphs (b)(1) through (b)(3) ofthis clause, including the period during which the Government shall have government purposerights in computer software, may be modified by mutual agreement to provide such rights as theparties consider appropriate but shall not provide the Government lesser rights in computer softwarethan are enumerated in paragraph (a)(15) of this clause or lesser rights in computer softwaredocumentation than are enumerated in paragraph (a)(14) of the Rights in Technical Data--Noncommercial Items clause of this contract.

(ii) Any rights so negotiated shall be identified in a license agreement made part of this contract.

(5) Prior government rights. Computer software or computer software documentation that will bedelivered, furnished, or otherwise provided to the Government under this contract, in which theGovernment has previously obtained rights shall be delivered, furnished, or provided with thepre-existing rights, unless—

(i) The parties have agreed otherwise; or

(ii) Any restrictions on the Government's rights to use, modify, reproduce, release, perform, display,or disclose the data have expired or no longer apply.

(6) Release from liability. The Contractor agrees to release the Government from liability for anyrelease or disclosure of computer software made in accordance with paragraph (a)(15) or (b)(2)(iii) ofthis clause, in accordance with the terms of a license negotiated under paragraph (b)(4) of thisclause, or by others to whom the recipient has released or disclosed the software, and to seek reliefsolely from the party who has improperly used, modified, reproduced, released, performed,displayed, or disclosed Contractor software marked with restrictive legends.

(c) Rights in derivative computer software or computer software documentation. The Governmentshall retain its rights in the unchanged portions of any computer software or computer softwaredocumentation delivered under this contract that the Contractor uses to prepare, or includes in,

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derivative computer software or computer software documentation.

(d) Third party copyrighted computer software or computer software documentation. The Contractorshall not, without the written approval of the Contracting Officer, incorporate any copyrightedcomputer software or computer software documentation in the software or documentation to bedelivered under this contract unless the Contractor is the copyright owner or has obtained for theGovernment the license rights necessary to perfect a license or licenses in the deliverable softwareor documentation of the appropriate scope set forth in paragraph (b) of this clause, and prior todelivery of such—

(1) Computer software, has provided a statement of the license rights obtained in a form acceptableto the Contracting Officer; or (2) Computer software documentation, has affixed to the transmittaldocument a statement of the license rights obtained.

(e) Identification and delivery of computer software and computer software documentation to befurnished with restrictions on use, release, or disclosure.

(1) This paragraph does not apply to restrictions based solely on copyright.

(2) Except as provided in paragraph (e)(3) of this clause, computer software that the Contractorasserts should be furnished to the Government with restrictions on use, release, or disclosure isidentified in an attachment to this contract (the Attachment). The Contractor shall not deliver anysoftware with restrictive markings unless the software is listed on the Attachment.

(3) In addition to the assertions made in the Attachment, other assertions may be identified afteraward when based on new information or inadvertent omissions unless the inadvertent omissionswould have materially affected the source selection decision. Such identification and assertion shallbe submitted to the Contracting Officer as soon as practicable prior to the scheduled date fordelivery of the software, in the following format, and signed by an official authorized tocontractually obligate the Contractor:

Identification and Assertion of Restrictions on the Government's Use, Release, or Disclosure ofComputer Software.

The Contractor asserts for itself, or the persons identified below, that the Government's rights to use,release, or disclose the following computer software should be restricted:

Computer Software Name of Person

to be Furnished Basis for Asserted Rights Asserting

With Restrictions* Assertion** Category*** Restrictions****

(LIST) (LIST) (LIST) (LIST)

*Generally, development at private expense, either exclusively or partially, is the only basis forasserting restrictions on the Government's rights to use, release, or disclose computer software.

**Indicate whether development was exclusively or partially at private expense. If development wasnot at private expense, enter the specific reason for asserting that the Government's rights should berestricted.

***Enter asserted rights category (e.g., restricted or government purpose rights in computer software,government purpose license rights from a prior contract, rights in SBIR software generated underanother contract, or specifically negotiated licenses).

****Corporation, individual, or other person, as appropriate.

Date ______________________________

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Printed Name and Title ______________________________

______________________________

Signature ______________________________

(End of identification and assertion)

(4) When requested by the Contracting Officer, the Contractor shall provide sufficient information toenable the Contracting Officer to evaluate the Contractor's assertions. The Contracting Officerreserves the right to add the Contractor's assertions to the Attachment and validate any listedassertion, at a later date, in accordance with the procedures of the Validation of AssertedRestrictions—Computer Software clause of this contract.

(f) Marking requirements. The Contractor, and its subcontractors or suppliers, may only assertrestrictions on the Government's rights to use, modify, reproduce, release, perform, display, ordisclose computer software by marking the deliverable software or documentation subject torestriction. Except as provided in paragraph (f)(5) of this clause, only the following legends areauthorized under this contract: the government purpose rights legend at paragraph (f)(2) of thisclause; the restricted rights legend at paragraph (f)(3) of this clause; or the special license rightslegend at paragraph (f)(4) of this clause; and/or a notice of copyright as prescribed under 17 U.S.C.401 or 402.

(1) General marking instructions. The Contractor, or its subcontractors or suppliers, shallconspicuously and legibly mark the appropriate legend on all computer software that qualify forsuch markings. The authorized legends shall be placed on the transmittal document or softwarestorage container and each page, or portions thereof, of printed material containing computersoftware for which restrictions are asserted. Computer software transmitted directly from onecomputer or computer terminal to another shall contain a notice of asserted restrictions. However,instructions that interfere with or delay the operation of computer software in order to display arestrictive rights legend or other license statement at any time prior to or during use of the computersoftware, or otherwise cause such interference or delay, shall not be inserted in software that will ormight be used in combat or situations that simulate combat conditions, unless the ContractingOfficer's written permission to deliver such software has been obtained prior to delivery.Reproductions of computer software or any portions thereof subject to asserted restrictions, shall alsoreproduce the asserted restrictions.

(2) Government purpose rights markings. Computer software delivered or otherwise furnished to theGovernment with government purpose rights shall be marked as follows:

GOVERNMENT PURPOSE RIGHTS

Contract No.

Contractor Name

Contractor Address

Expiration Date

The Government's rights to use, modify, reproduce, release, perform, display, or disclose thissoftware are restricted by paragraph (b)(2) of the Rights in Noncommercial Computer Software andNoncommercial Computer Software Documentation clause contained in the above identifiedcontract. No restrictions apply after the expiration date shown above. Any reproduction of thesoftware or portions thereof marked with this legend must also reproduce the markings.

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(End of legend)

(3) Restricted rights markings. Software delivered or otherwise furnished to the Government withrestricted rights shall be marked with the following legend:

RESTRICTED RIGHTS

Contract No.

Contractor Name

Contractor Address

The Government's rights to use, modify, reproduce, release, perform, display, or disclose thissoftware are restricted by paragraph (b)(3) of the Rights in Noncommercial Computer Software andNoncommercial Computer Software Documentation clause contained in the above identifiedcontract. Any reproduction of computer software or portions thereof marked with this legend mustalso reproduce the markings. Any person, other than the Government, who has been providedaccess to such software must promptly notify the above named Contractor.

(End of legend)

(4) Special license rights markings.

(i) Computer software or computer software documentation in which the Government's rights stemfrom a specifically negotiated license shall be marked with the following legend:

SPECIAL LICENSE RIGHTS

The Government's rights to use, modify, reproduce, release, perform,display, or disclose these data are restricted by Contract No._____(Insert contract number)____, License No. ____(Insert licenseidentifier)____. Any reproduction of computer software, computersoftware documentation, or portions thereof marked with this legendmust also reproduce the markings.

(End of legend)

(ii) For purposes of this clause, special licenses do not include government purpose license rightsacquired under a prior contract (see paragraph (b)(5) of this clause).

(5) Pre-existing markings. If the terms of a prior contract or license permitted the Contractor to restrictthe Government's rights to use, modify, release, perform, display, or disclose computer software orcomputer software documentation and those restrictions are still applicable, the Contractor maymark such software or documentation with the appropriate restrictive legend for which the softwarequalified under the prior contract or license. The marking procedures in paragraph (f)(1) of thisclause shall be followed.

(g) Contractor procedures and records. Throughout performance of this contract, the Contractor andits subcontractors or suppliers that will deliver computer software or computer softwaredocumentation with other than unlimited rights, shall—

(1) Have, maintain, and follow written procedures sufficient to assure that restrictive markings areused only when authorized by the terms of this clause; and

(2) Maintain records sufficient to justify the validity of any restrictive markings on computer softwareor computer software documentation delivered under this contract.

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(h) Removal of unjustified and nonconforming markings.

(1) Unjustified computer software or computer software documentation markings. The rights andobligations of the parties regarding the validation of restrictive markings on computer software orcomputer software documentation furnished or to be furnished under this contract are contained inthe Validation of Asserted Restrictions--Computer Software and the Validation of RestrictiveMarkings on Technical Data clauses of this contract, respectively. Notwithstanding any provision ofthis contract concerning inspection and acceptance, the Government may ignore or, at theContractor's expense, correct or strike a marking if, in accordance with the procedures of thoseclauses, a restrictive marking is determined to be unjustified.

(2) Nonconforming computer software or computer software documentation markings. Anonconforming marking is a marking placed on computer software or computer softwaredocumentation delivered or otherwise furnished to the Government under this contract that is not inthe format authorized by this contract. Correction of nonconforming markings is not subject to theValidation of Asserted Restrictions--Computer Software or the Validation of Restrictive Markings onTechnical Data clause of this contract. If the Contracting Officer notifies the Contractor of anonconforming marking or markings and the Contractor fails to remove or correct such markingswithin sixty (60) days, the Government may ignore or, at the Contractor's expense, remove or correctany nonconforming markings.

(i) Relation to patents. Nothing contained in this clause shall imply a license to the Governmentunder any patent or be construed as affecting the scope of any license or other right otherwisegranted to the Government under any patent.

(j) Limitation on charges for rights in computer software or computer software documentation.

(1) The Contractor shall not charge to this contract any cost, including but not limited to licensefees, royalties, or similar charges, for rights in computer software or computer softwaredocumentation to be delivered under this contract when—

(i) The Government has acquired, by any means, the same or greater rights in the software ordocumentation; or

(ii) The software or documentation are available to the public without restrictions.

(2) The limitation in paragraph (j)(1) of this clause—

(i) Includes costs charged by a subcontractor or supplier, at any tier, or costs incurred by theContractor to acquire rights in subcontractor or supplier computer software or computer softwaredocumentation, if the subcontractor or supplier has been paid for such rights under any otherGovernment contract or under a license conveying the rights to the Government; and

(ii) Does not include the reasonable costs of reproducing, handling, or mailing the documents orother media in which the software or documentation will be delivered.

(k) Applicability to subcontractors or suppliers.

(1) Whenever any noncommercial computer software or computer software documentation is to beobtained from a subcontractor or supplier for delivery to the Government under this contract, theContractor shall use this same clause in its subcontracts or other contractual instruments, and requireits subcontractors or suppliers to do so, without alteration, except to identify the parties. No otherclause shall be used to enlarge or diminish the Government's, the Contractor's, or a higher tiersubcontractor's or supplier's rights in a subcontractor's or supplier's computer software or computersoftware documentation.

(2) The Contractor and higher tier subcontractors or suppliers shall not use their power to awardcontracts as economic leverage to obtain rights in computer software or computer softwaredocumentation from their subcontractors or suppliers.

(3) The Contractor shall ensure that subcontractor or supplier rights are recognized and protected inthe identification, assertion, and delivery processes required by paragraph (e) of this clause.

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(4) In no event shall the Contractor use its obligation to recognize and protect subcontractor orsupplier rights in computer software or computer software documentation as an excuse for failing tosatisfy its contractual obligation to the Government.

I.10 AWARD TERM CLAUSE

In addition to the terms set forth elsewhere in the contract, and as provided in the QASP, thecontractor may earn an extension of one (1) to two (2) years on the basis of performance duringthe evaluation periods. The contractor is evaluated using QASP criteria during each year ofcontract performance. During the third year (Option 2), if performance is evaluated as Very Goodfor four (with Technical Performance as one of those four major elements) of the seven majorelements and not less than Satisfactory for the remaining three major elements, the contractor earnsYear 4 (Award Term 1); if performance is evaluated as Very Good for four (with TechnicalPerformance as one of those four major elements) of the seven major elements and not less thanSatisfactory for the remaining three major elements, the contractor earns Year 5 (Award Term 2).

(a) Award Term. The award-term concept is an incentive that permits extension of the contractperiod beyond Option 2 of performance for Very Good performance.

(b) Monitoring of Performance. The contractor's performance will be continually monitored bythe COR and Subject Matter Experts whose findings are reported by the COR to the PCOtogether with a recommendation regarding awarding of the Award Term period. The PCO makesthe final decision on the award-term on the basis of the contractor's performance during theaward-term evaluation period.

(c) Award-Term Plan. The evaluation criteria, the associated points, and the associatedaward-term extensions or reductions are specified in the QASP.

(d) Modification of Award-Term Plan. Changes may be made to the award-term plan at any timeduring contract performance, provided that both parties agree to them. If agreement cannot bereached on changes, the initial award-term plan remains in effect.

(e) Self-Evaluation. The contractor will submit a written self-evaluation of its performance forthat period in accordance with the schedule in the QASP. It will be used in the COR's and PCO'sevaluation of the contractor's performance during this period.

(f) Disputes. Decisions regarding the award term, including—but not limited to— the amount ofthe award term, if any; the methodology used to calculate the award term; calculation of theaward term; the supplier's entitlement to the award term; and the nature and success ofthe contractor's performance, are made by the PCO. These decisions are final and are not subjectto dispute.

(g) Award-Term Extension. The contract period may be modified to reflect the PCO's decision.The total contract ordering period, including extensions under this clause, will not exceed 5 years,or the time remaining on the Seaport-e contracts, including exercised options. The award-termprovision must be included in the solicitation and resulting Task Order. If at any time the contract period does not extend more than two years from the PCO decision, the operation of the award-termprovision will cease and the ordering period will not extend beyond the term set atthat time.

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SECTION J LIST OF ATTACHMENTS

Exhibit A - Contract Data Requirements List (CDRL) DD 1423 dated 03MAR15

Attachment J.1-DD254_Contract_Security_Classification_Specification_dated_26FEB15

Attachment J.2 - COR Appointment

Attachment J.3 - ACOR Appointment (TBD)

Attachment J.4 GFE_List

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