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									                                                                 1. THIS CONTRACT IS A RATED ORDER                              RATING                   PAGE     OF       PAGES
                AWARD/CONTRACT                                      UNDER DPAS (15 CFR 350)                                                                1             83
2. CONTRACT (Proc. Inst. Ident.) NO.                             3. EFFECTIVE DATE                         4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

N00024-07-D-6239                                                                                             N00024-04-PR-03850
5. ISSUED BY                                     CODE      N00024                         6. ADMINISTERED BY (If other than Item 5)             CODE      N63374
  NAVAL SEA SYSTEMS COMMAND                                                                 OFFICE OF NAVAL RESEARCH - SEATTLE
  1333 Isaac Hull Ave., S.E.
  Washington Navy Yard
  Washington D.C. 20376

7. NAME AND ADDRESS OF CONTRACTOR (No., street, county, State and ZIP Code)                                            8. DELIVERY


                                                                                                                               FOB ORIGIN          $   OTHER (See below)
  UNIVERSITY OF HAWAII
                                                                                                                       9. DISCOUNT FOR PROMPT PAYMENT
  APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII
  2800 WOODLAWN DRIVE, SUITE 201                                                                                          N/A
  HONOLULU, HI 96822-1881
                                                                                                                 10. SUBMIT INVOICES           ITEM
                                                                                                                  (4 copies unless other-
                                                                                                                 wise specified) TO THE
CODE       39BJ0                                            FACILITY CODE                                        ADDRESS SHOWN IN                N/A
11. SHIP TO/MARK FOR                                      CODE                            12. PAYMENT WILL BE MADE BY                     CODE

See Section F

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:                             14. ACCOUNTING AND APPROPRIATION DATA

 $     10 U.S.C. 2304(c) (   3(b) )                 41 U.S.C. 253(c) (        )
                                                                                                 See Individual Orders
15A. ITEM NO.                         15B. SUPPLIES/SERVICES                                15C. QUANTITY              15D.UNIT 15E. UNIT PRICE 15F. AMOUNT


                          See Page 02



                                                                                         15G. TOTAL AMOUNT OF CONTRACT                                    $
                                                                         16. TABLE OF CONTENTS
 (X)    SEC.                           DESCRIPTION                           PAGE(S)       (X)   SEC.                            DESCRIPTION                             PAGE(S)
                                PART I - THE SCHEDULE                                                                 PART II - CONTRACT CLAUSES
 $         A    SOLICITATION/CONTRACT FORM                                         1       $      I      CONTRACT CLAUSES                                                 51-82
 $         B    SUPPLIES OR SERVICES AND PRICES/COSTS                           2-12                  PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACH.
 $         C    DESCRIPTION/SPECS./WORK STATEMENT                              13-31       $      J      LIST OF ATTACHMENTS                                                  83
 $         D    PACKAGING AND MARKING                                             32                         PART IV - REPRESENTATIONS AND INSTRUCTIONS
 $         E    INSPECTION AND ACCEPTANCE                                         33                     REPRESENTATIONS, CERTIFICATIONS AND OTHER
                                                                                                  K      STATEMENTS OF OFFERORS
 $         F    DELIVERIES OR PERFORMANCE                                      34-36
 $         G    CONTRACT ADMINISTRATION DATA                                   37-42              L      INSTRS., CONDS., AND NOTICES TO OFFERORS
 $         H    SPECIAL CONTRACT REQUIREMENTS                                  43-50              M      EVALUATION FACTORS FOR AWARD
                                        CONTRACTING OFFICER WILL COMPLETE ITEM 17 OR 18 AS APPLICABLE
17.    $       CONTRACTOR'S NEGOTIATED AGREEMENT (Contractor is required to               18.           AWARD (Contractor is not required to sign this document.) Your
sign this document and return      2           copies to issuing office.) Contractor      offer on Solicitation Number                                                   ,
agrees to furnish and deliver all items or perform all the services set forth or          including the additions or changes made by you which additions or changes are set
otherwise identified above and on any continuation sheets for the consideration           forth in full above, is hereby accepted as to the items listed above andon any
stated herein. The rights and obligations of the parties to this contract shall be        condition sheets. This award consummates the contract which consists of the
subject to and governed by the following documents: (a) this award/contract, (b)          following documents: (a) the Government's solicitation and your offer, and (b) this
the solicitation, if any, and (c) such provisions, representations, certifications, and   award/contract. No further contractual document is necessary.
specifications, as are attached or incorporated by reference herein. (Attachments
are listed herein.)
19A. NAME AND TITLE OF SIGNER (Type or print)                                             20A. NAME OF CONTRACTING OFFICER


                                                                                                 Thomas A. Duval
19B. NAME OF CONTRACTOR                                          19C. DATE SIGNED         20B. UNITED STATES OF AMERICA                                20C. DATE SIGNED

BY                                                                                        BY
               (Signature of person authorized to sign)                                                    (Signature of Contracting Officer)
AUTHORIZED FOR LOCAL REPRODUCTION                                                                                                    STANDARD FORM 26 (REV. 12/2002)
Previous edition is usable                                                                                                           Prescribed by GSA - FAR (48 CFR) 53.214(a)
                                                       N00024-07-D-6239
                               REVISION L


SECTION B – SUPPLIES OR SERVICES AND PRICES/COSTS

B.1    SCHEDULE

ITEM       SUPPLIES/SERVICES                 QUANTITY          AMOUNT

FY – 2007 THRU FY 2010 REQUIREMENTS

0001       University Affiliated               Minimum
           Research Center (UARC)             Quantity
           Services in accordance with      1,000 Staff
           Section C (See Notes A and           Hours
           B)
                                               Maximum
           TOTAL ESTIMATED COST               Quantity          $TBD
           CEILING                               TBD
           TOTAL ESTIMATED FIXED FEE        Staff Hours         $TBD
           CEILING
           TOTAL ESTIMATED COST PLUS                            $TBD
             FIXED FEE CEILING

000101     FY 2007 – FY 2010 Term
           Tasks, Non-Consulting
           Services

000102     FY 2007 – FY 2010 Term
           Tasks, Consulting Services

000103     FY 2007 – FY 2010
           Completion Tasks, Non-
           Consulting Services

000104     FY 2007 – FY 2010
           Completion Tasks,
           Consulting Services

0002       Contract Data Requirements          1 LOT            NSP
           List (CDRL), DD Form 1423,
           Exhibit “A” in support of
           Item 0001, attached hereto
           (See Note C)

NSP -    Not Separately Priced




                                    2
                                                              SECTION B
                                                     N00024-07-D-6239
                             REVISION L


ITEM     SUPPLIES/SERVICES                QUANTITY        AMOUNT

FY 2010 THRU FY 2012 REQUIREMENTS

0003        UARC Services in                 Minimum
(OPTION)    accordance with Section C       Quantity
            (See Note A, B and D)         1,000 Staff
                                              Hours
            TOTAL ESTIMATED COST
            CEILING                          Maximum          $TBD
            TOTAL ESTIMATED FIXED FEE       Quantity
            CEILING                        TBD Staff          $TBD
            TOTAL ESTIMATED COST PLUS         Hours
              FIXED FEE CEILING                               $TBD

000301      FY 2010 – FY 2012 Term
            Tasks, Non- Consulting
            Services

000302      FY 2010 – FY 2012 Term
            Tasks, Consulting Services

000303      FY 2010- FY 2012
            Completion Tasks,
            Non-Consulting Services

000304      FY 2010 – FY 2012
            Completion Tasks,
            Consulting Services

0004        Contract Data Requirements       1 LOT            NSP
(OPTION)    List (CDRL), DD Form 1423,
            Exhibit “A” in support of
            Item 0003, attached hereto
            (See Note C)

NOTE A – The purpose of including staff hours in the Completion
Task Orders is solely for monitoring the minimum and maximum staff
hours of the contract. Staff hours shall not be for the purpose
of fee payment or to establish an hours ceiling on completion
tasks.

NOTE B – For the purpose of determining the fulfillment of the
minimum and maximum ordering requirement, the staff hours
identified in all duly executed Term and Completion type task
orders shall be totaled.

                                  3
                                                            SECTION B
                                                  N00024-07-D-6239
                            REVISION L


NOTE C -   (RESERVED)

NOTE D - Option item to which the option clause in SECTION I-2
applies and which is to be supplied only if and to the extent said
option is exercised.

B.2 CONTRACT TYPE SUMMARY FOR PAYMENT OFFICE (COST TYPE)
(NAVSEA) (FEB 1997) (COST REIMBURSEMENT)

This contract is an Indefinite Delivery/Indefinite Quantity
contract. Each order shall be placed on a cost plus fixed fee
basis, consistent with Attachment (1) - Task Preparation
Instructions, Appendix A – Task Description Template, and
Appendix B – Task Description Revision Template.


B.3 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)
(Applicable to each order)

(a) As part of the negotiated fixed price or total estimated
amount of this contract, both the Government and the Contractor,
(hereafter ”Contractor” or “ARL at the University of Hawaii” or
“ARL at UH”), have agreed to waive any entitlement that otherwise
might accrue to either party in any residual dollar amount of $500
or less at the time of final contract closeout. The term
"residual dollar amount" shall include all money that would
otherwise be owed to either party at the end of the contract,
except that, amounts connected in any way with taxation,
allegations of fraud and/or antitrust violations shall be
excluded. For purposes of determining residual dollar amounts,
offsets of money owed by one party against money that would
otherwise 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 is agreed that
the administrative costs for either party associated with
collecting such small dollar amounts could exceed the amount to be
recovered.

B.4 LIMITATION OF COST/LIMITATION OF FUNDS LANGUAGE (Applicable
to each order)

The clause entitled "LIMITATION OF COST" (FAR 52.232-20) or
"LIMITATION OF FUNDS" (FAR 52.232-22), as appropriate, shall apply


                                4
                                                         SECTION B
                                                  N00024-07-D-6239
                            REVISION L


separately and independently to each separately identified
estimated cost.

B.5   ORDER LIMITATIONS (OCT 95)

(a) Maximum order.   The Contractor is not obligated to honor-

          (1) Any order for a single item in excess of 25,000
          staff hours per year ;
          (2) Any order for a combination of items in excess of
          25,000 staff hours per year ; or
          (3) A series of orders from the same ordering office
          within 30 days that together call for quantities
          exceeding the limitation in subparagraph (1) or (2)
          above.

(b) Notwithstanding paragraph (a) above, the Contractor shall
honor any order exceeding the maximum order limitations in
paragraph (a), unless that order (or orders) is returned to the
ordering office within ten(10) days after issuance, with
written notice stating the Contractor's intent not to ship the
item (or items) called for and the reasons. Upon receiving this
notice, the Government may acquire the supplies or services from
another source.


B.6 PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)
(Applicable to Orders issued under Sub-contract Line Item
Numbers (SLINs) 000101 and 000102 and Option SLINs 000301 and
000302, if and to the extent exercised)

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

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

                                   5
                                                         SECTION B
                                                  N00024-07-D-6239
                            REVISION L



(c) The fee(s) specified in SECTION B, and payment thereof, is
subject to adjustment pursuant to paragraph (g) of the special
contract requirement in Section H, Clause H.4 entitled "LEVEL OF
EFFORT (NAVSEA 5252.216-9122) (DEC 2000) (MODIFIED) (APRIL 2007)
(Applicable to Orders issued under Sub-contract Line Item Numbers
(SLINs) 000101 and 000102 and Option SLINS 000301 and 000302, if
and to the extent exercised." If the fee(s) is reduced and the
reduced fee(s) is less than the sum of all fee payments made to
the Contractor under this contract, the Contractor shall repay the
excess amount to the Government. If the final adjusted fee
exceeds all fee payments made to the contractor under this
contract, the Contractor shall be paid the additional amount,
subject to the availability of funds. In no event shall the
Government be required to pay the Contractor any amount in excess
of the funds obligated under this contract at the time of the
discontinuance of work.

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


B.7 ADJUSTMENT OF FIXED FEE FOR TERM TASKS ORDERS (Applicable to
Orders issued under Sub-contract Line Item Numbers (SLINs) 000101
and 000102 and Option SLINs 000301 and 000302, if and to the
extent exercised)

(a) Various conditions may exist prior to, or upon expiration
of, the period of performance of each task order with regard to
the expenditure of staff hours and/or costs which may require
adjustment to the aggregate fixed fee on a individual Task
Order. The following actions shall be dictated by the existence
of said conditions:

      (i) In the event that the Contractor has provided not more
than 120.0 % or not less than 80.0% of the staff hours
specified, within the estimated cost and within the term of the
Task Order, then the fee shall remain as set forth in SECTION B
of the individual Task Order.

      (ii) In the event that the Contractor has provided the
staff hours specified in the Task Order, within the period of

                                6
                                                         SECTION B
                                                         N00024-07-D-6239
                                 REVISION L


performance, and has not exceeded the estimated cost, then the
Contracting Officer may require the contractor to continue
performance until the expiration of the Task Order period of
performance or until the expenditure of the estimated cost of
the Task Order, whichever is later, at no increase to the Task
Order fixed fee. Any requirement by the Contracting Officer to
continue performance until the expenditure of the estimated cost
of the Task Order but beyond the initial Task Order performance
period shall be via a unilateral modification. However, in no
event shall the Contractor be required to provide more than
120.0% of the staff hours specified within the Task Order period
of performance and estimated cost of the Task Order. The fee
shall remain as set forth in SECTION B of the Task Order.

      (iii) In the event that the Contractor expends the
estimated cost of the Task Order, during the period of
performance of the Task Order and has provided less than the
staff hours specified in the Task Order, the Government may
require the Contractor to continue performance, by providing
cost growth funding, without adjusting the fixed fee, until such
time as the Contractor has provided the staff hours specified in
the Task Order.

     (iv) In the event that the Contracting Officer does not
elect to exercise the Government's rights as set forth in
paragraph (ii) and (iii) above, and the Contractor has not
expended more than 80.0% of the staff hours specified in the
Task Order, the fixed fee shall be equitably adjusted downward
to reflect the diminution of work, in accordance with the
following formula found in Section H, Clause H.04 entitled “
NAVSEA 5252.216-9122   LEVEL OF EFFORT (DEC 2000) (MODIFIED)(APRIL 2007)”.

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

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

                                      7
                                                                  SECTION B
                                                  N00024-07-D-6239
                            REVISION L




B.8 PAYMENTS OF FEE(S) (COMPLETION) (NAVSEA) (MAY 1993)
(Applicable to Orders issued under SLINs 000103 and 000104 and
Option SLINs 000303 and 000304, if and to the extent exercised)

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

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

(c) In the event of discontinuance of the work under this
contract, or any specified phase of the contract, in accordance
with the clause of this contract entitled "LIMITATION OF FUNDS"
(FAR 52.232-22) or "LIMITATION OF COST" (FAR 52.232-20), as
applicable, the fee shall be equitably adjusted by mutual
agreement to reflect the diminution of work. If the adjusted
fee is less than the sum of all fee payments made to the
Contractor under this contract, the Contractor shall repay the
excess amount to the Government. If the adjusted fee exceeds
all payments made to the Contractor under this contract, the
Contractor shall be paid the additional amount, subject to the
availability of funds. In no event shall the Government be
required to pay the Contractor any amount in excess of the funds
obligated under this contract at the time of the discontinuance
of work.

(d) Fee(s) withheld pursuant to the terms and conditions of
this contract shall not be paid until the contract has been
modified to reduce the fee(s) in accordance with paragraph (c)


                                8
                                                         SECTION B
                                                  N00024-07-D-6239
                            REVISION L


above, or until the Procuring Contracting Officer has advised
the paying office in writing that no fee adjustment is required.

B.9 ADJUSTMENT OF FIXED FEE FOR COMPLETION TASKS (Applicable to
Orders issued under SLINs 000103 and 000104 and Option SLINs
000303 and 000304, if and to the extent exercised)

(a) The fixed fee amount for Completion type tasks shall be
prorated based on the percentage of work completed. If, at the
end of each task order period of performance, the contractor has
not completed the task, the fee may be re-negotiated to
reconcile the fee entitlement in accordance with clause B.7, as
applicable. No additional fee shall be paid on any cost above
the estimated cost of the task that is not the result of a
change in scope.

(b) Fee(s) withheld pursuant to the terms and conditions of any
task order shall not be paid until the task order has been
modified to reduce the fee(s) in accordance with paragraph (a)
above, or until the Procuring Contracting Officer has advised
the paying office in writing that no fee adjustment is required.

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

B.10 SUBMISSION OF INVOICES (COST-REIMBURSEMENT, TIME-AND-
MATERIALS, LABOR-HOUR, OR FIXED PRICE INCENTIVE) (JUL 1992)

(a) “Invoice” as used in this clause includes contractor
requests for interim payments using public vouchers (SF-1034) or
(SF-1035) but does not include contractor requests for progress
payments under fixed price incentive contracts.

(b) The Contractor shall submit invoices and any necessary
supporting documentation, in an original and 4 copies, to the
contract auditor at the following address:

TBD on contract award




                                9
                                                         SECTION B
                                                     N00024-07-D-6239
                             REVISION L


unless delivery orders are applicable, in which case invoices
will be segregated by individual order and submitted to the
address specified in the order. In addition, an information
copy shall be submitted to
                                                       .

Following verification, the contract auditor will forward the
invoice to the designated payment office for payment in the
amount determined to be owing, in accordance with the applicable
payment (and fee) clause(s) of this contract.

(c) Invoices requesting interim payments shall be submitted no
more than once every two weeks, unless another time period is
specified in the Payments clause of this contract. For
indefinite delivery type contracts, interim payment invoices
shall be submitted no more than once every two weeks for each
delivery order. There shall be a lapse of no more than 30
calendar days between performance and submission of an interim
payment invoice.

(d) In addition to the information identified in the Prompt
Payment clause herein, each invoice shall contain the following
information, as applicable:

(1) Contract line item number (CLIN)
(2) Subline item number (SLIN)
(3) Accounting Classification Reference Number (ACRN)
(4) Payment terms
(5) Procuring activity
(6) Date supplies provided or services performed
(7) Costs incurred and allowable under the contract
(8) Vessel (e.g., ship, submarine or other craft) or system for
which supply/services is provided

(e)    A DD Form 250, “Material Inspection and Receiving Report”,

      is required with each invoice submittal.
          is required only with the final invoice.
          is not required.

(f)    A Certificate of Performance

          shall be provided with each invoice submittal.
          is not required.



                                 10
                                                            SECTION B
                                                   N00024-07-D-6239
                             REVISION L


(g) The Contractor's final invoice shall be identified as such,
and shall list all other invoices (if any) previously tendered
under this contract.

(h) Costs of performance shall be segregated, accumulated and
invoiced to the appropriate ACRN categories to the extent
possible. When such segregation of costs by ACRN is not
possible for invoices submitted with CLINS/SLINS with more than
one ACRN, an allocation ratio shall be established in the same
ratio as the obligations cited in the accounting data so that
costs are allocated on a proportional basis.


B.11   TRAVEL COSTS - ALTERNATE I (NAVSEA) (DEC 2005) (MODIFIED)

(a) Except as otherwise provided herein, the Contractor shall
be reimbursed for its reasonable actual travel costs in
accordance with FAR 31.3, OMB-A-21 J53, and University of Hawaii
approved travel policy.

(b) Reimbursable travel costs include only that travel performed
from the Contractor's facility to the worksite, in and around
the worksite, from the worksite to the Contractor's facility,
and to/from an employee’s home to the airport when on official
business.

(c) Relocation costs and travel costs incident to relocation are
allowable to the extent provided in FAR 31.3 (see OMB Circular
A-21)*.

(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 the Contractor's
       or employee's convenience.

(e) Foreign travel, as defined and endorsed by tasking sponsors
within the orders, requires no further approvals so long as
applicable limits on allowable costs are not exceeded. If

                                 11
                                                          SECTION B
                                                 N00024-07-D-6239
                           REVISION L


foreign travel is not specifically approved in the order, the
technical sponsor may provide email approval of either a new
requirement for foreign travel or change a destination(s).
However, in no instance shall the approval or change result in
an overall increase to the total order amount.

* As this contractor is considered a non-profit, educational
institution, relocation costs and travel costs incident to
relocation are allowable to the extent provided in OMB Circular
A-21, as described in FAR Subpart 31.3--Contracts with
Educational Institutions. Specifically, relocation costs and
travel costs incident to relocation that the contractor incurs
incident to the recruitment of new employees are allowable to
the extent provided in OMB Circular A-21, Section J, paragraph
no. 42, entitled "Recruiting costs.

NOTE: Notwithstanding the above, the ARL at UH may
utilize/comply with the approved travel policies of the
University of Hawaii and the Research Corporation of the
University of Hawaii (RCUH) when required by state law. The
contractor acknowledges, however, that the amounts allowable
under paragraph (a) of this clause cannot be exceeded.




                               12
                                                        SECTION B
                                                 N00024-07-D-6239
                           REVISION L


SECTION C – DESCRIPTION/SPECIFICATIONS/WORK STATEMENT

PART 1 – CONTRACT LINE ITEM DESCRIPTION

C.1 Item(s) 0001 and, if and to the extent exercised, OPTION
Item 0003 –   The Navy relies upon the Applied Research
Laboratory at the University of Hawaii (ARL at UH) to provide
engineering, research, development, and test and evaluation
capabilities as a University Affiliated Research Center (UARC)
in the following core competency areas: ocean environmental
effects, astronomical research, advanced electro optical
systems, laser, lidar and remote sensing detection systems, and
research in various engineering programs to support sensors,
communications, and information technology. These capabilities
have been established and maintained at ARL at UH and are
determined to be essential to the Navy’s needs and essential to
the support of numerous specific programs managed by different
technical sponsor organizations. This contract is for the
procurement of research and development services and other
scientific and engineering support with a minimum emphasis on
follow-on procurement of hardware and services. Any orders
placed hereunder shall be funded by all appropriation types as
applicable to the specific requirement. Each order placed under
this contract shall require ARL AT UH to provide services and/or
supplies applicable to at least one of the following core
competencies only:

     (1) Basic and applied research in the areas of ocean
environmental effects and the interaction of natural and man
made underwater noise sources on Littoral Anti Submarine
Warfare, marine life, mammals, and other Naval experiments.
Associated competencies are bathymetry, autonomous underwater
vehicles, acoustic mapping and littoral topography, buried mine
detection, advanced sonar and biosonar signal processing, and
tropical atmospherics and oceanography.

     (2) Astronomical research utilizing existing unique
facilities and development of world-class state of the art
optics and sensors for defense applications. This research has
been applied to advanced satellite tracking systems, development
of adaptive optics, space observations coordination.

     (3) Advanced electro optical systems, detection systems,
arrays and instrumentation. This competency had been applied to
virtually all the astronomical research as well as other electro


                               13
                                                        SECTION C
                                                    N00024-07-D-6239
                            REVISION L


optic devices including lidar, laser and remote sensing
technologies.

     (4) Fundamental research and applied engineering
supporting improvements in the utilization of various regions of
the electromagnetic spectrum, advancements in communications,
networks and protocols, command, control, communications,
computer and intelligence systems hardware and signal
processing.

C.2 Items 0002 and, if and to the extent exercised, OPTION Item
0004 - The data to be furnished hereunder shall be prepared in
accordance with the Contract Data Requirements List, DD Form
1423, Exhibit “A”, attached hereto.

C.3   CONSULTING SERVICES/NON-CONSULTING SERVICES

For the purpose of determining the appropriate Sub-contract Line
Item Number (SLIN) to be referenced in any resulting order,
Consulting Services are hereby defined as Management and
Professional Support services, studies, analyses and
evaluations, and Engineering/Technical services as described
below. A more extensive definition can be found in the
Secretary of the Navy (SECNAV) Instruction 4200.31. The current
revision as of the date of this contract is “C”, dated 22 June
1993. Consulting Service designation is made the by the
Comptroller of the sponsoring agency and is determined by the
line of accounting found on Financial Accounting Data Sheets.

     a. Management and professional support services provide
organizational management and organizational operations
assistance, advice, or training.   These services also examine
alternate applications or adaptations of existing or developing
technologies.

     b. Studies, analytic assessments and evaluations of policy
development, or decision-making, or management, or
administration, or research and development activities and
objectives. Includes Cost/Benefit analyses, Effectiveness
analyses, technology assessments, capabilities evaluations, and
impact statements.

     c. Engineering and Technical Services support the sponsor
during the acquisition cycle and ensure the effective operation
and maintenance of Defense systems during its research and
development phase, production phase and/or maintenance phase.

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                                                 N00024-07-D-6239
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Includes assistance and training in the maintenance and
operation of fielded systems, equipment and components.



C.4   TERM/COMPLETION

C.4.1 Term tasks are level-of-effort tasks which are
fundamentally about the delivery of effort, NOT end products.
They cannot be sufficiently defined in advance to permit ARL at
UH and the Government to agree on an accurate, estimated cost to
complete.

C.4.2 Completion tasks describe the scope of work by stating a
clear development path and specifying a well-defined end product
or goal. The full value of the work can only be achieved if the
task is taken to its completion. The work, or specific
milestones for the work, can be defined well enough to permit
development of estimates within which the contractor can be
expected to complete the work.

PART 2 – GENERAL REQUIREMENTS

C.5 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA)
(JUN 1994) (MODIFIED)

NOTE: This clause is applicable to Government
Furnished/Provided data or computer software.

(a) Performance under this contract may require that the
Contractor have access to technical data, computer software, or
other sensitive data of another party who asserts that such data
or software is proprietary. If access to such data or software
is required or to be provided, the Contractor shall enter into a
written agreement with such party prior to gaining access to
such data or software. The agreement shall address, at a
minimum, (1) access to, and use of, the proprietary data or
software exclusively for the purposes of performance of the work
required by this contract, and (2) safeguards to protect such
data or software from unauthorized use or disclosure for so long
as the data or software remains proprietary. In addition, the
agreement shall not impose any limitation upon the Government or
its employees with respect to such data or software. A copy of
the executed agreement shall be provided to the Contracting
Officer. The Government may unilaterally modify the contract to


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                           REVISION L


list those third parties with which the Contractor has
agreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel
who will have access to the data or software as to the
restrictions under which access is granted; (2) not disclose the
data or software to another party or other Contractor personnel
except as authorized by the Contracting Officer; (3) not engage
in any other action, venture, or employment wherein this
information will be used, other than under this contract, in any
manner inconsistent with the spirit and intent of this
requirement; (4) not disclose the data or software 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 also apply to such information received
from the Government through any means to which the Contractor
has access in the performance of this contract that contains
proprietary or other restrictive markings.

(d) The Contractor agrees that it will promptly notify the
Contracting Officer of any attempt by an individual, company, or
Government representative not directly involved in the effort to
be performed under this contract to gain access to such
proprietary information. 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 which involve access to information
covered by paragraph (a), substituting "subcontractor" for
"Contractor" where appropriate.

(f) The prohibitions contained herein shall apply with equal
force 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, or any successor or assign of the
Contractor. The terms of this Special Contract Requirement
relating to notification shall apply to any release of
information.



                               16
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                            REVISION L



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

C.6   ACKNOWLEDGMENT OF SUPPORT AND DISCLAIMER (MAY 1995)

(a) The Contractor shall include an acknowledgment of the
Government’s support in the publication of any material based on or
developed under this contract, stated in the following terms: This
material is based upon work supported by the (name of sponsoring
agency(ies)) under Contract No. (N00024-07-D-XXXX, Task Order #
XXXX.)

(b) All material, except scientific articles or papers published
in scientific journals, must, in addition to any notices or
disclaimers by the Contractor, also contain the following
disclaimer: Any opinions, findings and conclusions or
recommendations expressed in this material are those of the
author(s) and do not necessarily reflect the views of the (name
of sponsoring agency(ies)).

C.7 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO
AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)
(MODIFIED)

(a) The Contractor agrees to test for viruses all computer
software and/or computer databases, as defined in the clause
entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND
NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS 252.227-
7014), before delivery of that computer software or computer
database in whatever media and on whatever system the software is
delivered. The Contractor represents, to the best of its
knowledge and belief, that any such computer software and/or
computer database will be free of viruses when delivered. In the
event the Contracting Officer determines that software or a
computer database delivered to the Government contains a virus (or
viruses), the Contractor shall be responsible for correction and
redelivery of virus-free software of the database, at no increase
to the Total Estimated Cost of the order. In no event shall the
Contractor be responsible for consequential or collateral damages
resulting from or arising out of any virus that might exist in
delivered software or computer databases.
(b) The Contractor agrees to test any computer software and/or
computer database(s) received from the Government for viruses
prior to use under this contract.



                                17
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                            REVISION L


(c) Unless otherwise agreed in writing, any license agreement
governing the use of any computer software to be delivered as a
result of this contract must be paid-up and perpetual, or so
nearly perpetual as to allow the use of the computer software or
computer data base with the equipment for 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 functional requirements of this contract. In the
event that there is any routine to disable the computer software
or computer database after the software is developed for or
delivered to the Government, that routine shall not disable the
computer software or computer database until at least twenty-
five calendar years after the delivery date of the affected
computer software or computer database to the Government.

(d) No copy protection devices or systems shall be used in any
computer software or computer database delivered under this
contract to restrict or limit the Government from making copies.
This does not prohibit license agreements from specifying the
maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain
technical data and other data is now frequently required in
digital form rather than as hard copy. Such delivery may cause
confusion between data rights and computer software rights. It is
agreed that, to the extent that any such data is computer software
by virtue of its delivery in digital form, the Government will be
licensed to use that digital-form with exactly the same rights and
limitations as if the data had been delivered as hard copy.

(f) Any limited rights legends or other allowed legends placed by
a Contractor on technical data or other data delivered in digital
form shall be digitally included on the same media as the digital-
form data and must be associated with the corresponding digital-
form technical data to which 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 the extent possible.

C.8 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT -
ALTERNATE II (NAVSEA) (MAY 1993)

(a) Block 19 of the Task Description “TD” (see Appendix A to
Attachment 1 of the basic contract), as applicable, Government
Furnished Information, attached hereto, incorporates by listing or
specific reference, all the data or information which the

                                18
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                             REVISION L


Government has provided or will provide to the Contractor except
for -
      (1) The specifications set forth in Section C, and

     (2) Government specifications, including drawings and other
Government technical documentation which are referenced directly
or indirectly in the specifications set forth in Section C and
which are applicable to this contract as specifications, and which
are generally available and provided to Contractors or prospective
Contractors upon proper request, such as Federal or Military
Specifications, and Standard Drawings, etc.

(b) Except for the specifications referred to in subparagraphs
(a)(1) and (2) above, the Government will not be obligated to
provide to the Contractor any specification, drawing, technical
documentation or other publication which is not listed or
specifically referenced in Block 19 of the Task Description “TD”
(see Appendix A to Attachment 1 of the basic contract), as
applicable, notwithstanding anything to the contrary in the
specifications, the publications listed or specifically referenced
in Block 19 of the Task Description “TD” (see Appendix A to
Attachment 1 of the basic contract), as applicable, the clause
entitled "GOVERNMENT PROPERTY ((FAR 52.245-1)(ALT II)), as
applicable, or any other term or condition of this contract.

(c)(1)   The Contracting Officer may at any time by written order:

            (i) delete, supersede, or revise, in whole or in
part, data listed or specifically referenced in Block 19 of the
Task Description “TD” (see Appendix A to Attachment 1 of the basic
contract), as applicable; or

           (ii) add items of data or information to Block 19 of
the Task Description “TD” (see Appendix A to Attachment 1 of the
basic contract), as applicable; or

          (iii) establish or revise due dates for items of data
or information in Block 19 of the Task Description “TD” (see
Appendix A to Attachment 1 of the basic contract), as applicable.

     (2) If any action taken by the Contracting Officer pursuant
        to subparagraph (c)(1) immediately above causes an
        increase or decrease in the costs of, or the time required
        for, performance of any part of the work under this
        contract, an equitable adjustment shall be made in the
        contract amount and delivery schedule in accordance with

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                             REVISION L


         the procedures provided for in the "CHANGES" clause of
         this contract.


C.9    CONTRACT SECURITY CLASSIFICATION SPECIFICATION

DOD Contract Security Classification Specification (DD Form
254), attached hereto as Attachment (2), itemizes the classified
portion of work to be performed under this contract. Upon
completion of final delivery hereunder*, the Contractor shall
promptly notify, in writing, the Naval Sea Systems Command
Security Office, via the cognizant sponsoring organization
security office, stating that the contract security requirement
is complete and shall, if applicable, request classified
material disposition in accordance with the Industrial Security
Manual for Safeguarding Classified Information (DOD 5220.22M).

*For the purposes of this contract, “final delivery hereunder”
is defined as final contract closeout of Items 0001 and 0002
after completion of the period of performance stated in Section
F or, if and to the extent exercised, after completion of the
period of performance for Option Items 0003 and 0004.



C.10    ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000)
        (MODIFIED) (AUGUST 2007)

NOTE:   THIS CLAUSE SHALL APPLY AT THE TASK ORDER LEVEL.

(a) "Organizational Conflict of Interest" means that because of
other activities or relationships with other persons, the
Contractor is unable, or potentially unable, to render
impartial assistance or advice to the Government, or the
Contractor’s objectivity in performing the contract work is, or
might be, otherwise impaired, or the Contractor has an unfair
competitive advantage. Perceived biases because of current or
planned interests that relate to the work under this contract
could cause a restriction in the tasks placed on this contract.
"Persons" as used herein includes Corporations, Partnerships,
Joint Ventures and other business enterprises. The “Contractor”
is defined as the Applied Research Laboratory at the University
of Hawaii (ARL at UH).

(b) Upon award of this contract, the Contractor warrants that
to the best of its knowledge and belief, and except as otherwise
set forth in the contract, the Contractor does not have any

                                 20
                                                           SECTION C
                                                 N00024-07-D-6239
                           REVISION L


organizational conflict of interest(s) as defined in FAR 9.5 and
consistent with this Special Contract Requirement stated herein.

(c) (1) It is recognized that the effort to be performed by
the Contractor under this contract may create an organizational
conflict of interest on the instant contract or on a future
acquisition. In order to avoid any conflict of interest, and at
the same time to avoid prejudicing the best interest of the
Government, the right of the Contractor to participate in future
procurement of equipment and/or services that are the subject of
any work under this contract shall be limited as described
below:
     (A)    To the extent the Contractor provides systems
engineering and technical direction for a system or commodity
but does not have overall contractual responsibility for the
development, integration, assembly and checkout (IAC) or the
production of the system, the Contractor shall not (i) be
awarded a contract to supply the system or any of its major
components or (ii) be a subcontractor or consultant to a
supplier of the system or of its major components (FAR 9.505-
1(a)).

     (B)    To the extent the Contractor prepares and furnishes
complete specifications covering non-developmental items to be
competitively acquired, the Contractor shall not be allowed to
furnish these items or their major components, including
software, either as a prime contractor or subcontractor. (FAR
9.505-2(a)(1)).

     (C)    To the extent the Contractor prepares or assists in
preparing a statement of work to be used in competitively
acquiring a system or services or provides material leading
directly, predictably and without delay to such a work
statement, the Contractor, either as a prime contractor or a
subcontractor, may not supply the systems, major components
thereof, or the services unless the system contract is let on a
sole source basis, or unless the Contractor is a participant in
the design and development work, or the Contractor is one of
several contractors involved in preparation of the work
statement (FAR 9.505-2(b)(1)).

     (2) The Contractor agrees that, during the performance of
this contract and for a period of three years after completion
of performance of this contract, the Contractor, any
subcontractor, consultant, or employee of the Contractor, any
joint venture involving the Contractor, any entity into or with

                               21
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                                                 N00024-07-D-6239
                           REVISION L


which it may subsequently merge or affiliate, or any other
successor or assign of the Contractor, shall not furnish to the
United States Government, either as a prime contractor or as a
subcontractor, or as a consultant to a prime contractor or
subcontractor, any system, component or services which is the
subject of the work to be performed under this contract. This
exclusion does not apply to any re-competition for those
systems, components or services furnished pursuant to this
contract. As provided in FAR 9.505-2, if the Government
procures the system, component, or services on the basis of work
statements growing out of the effort performed under this
contract, from a source other than the contractor,
subcontractor, or assign of either, during the course of
performance of this contract or before the three year period
following completion of this contract has lapsed, the Contractor
may, with the authorization of the cognizant Contracting
Officer, participate in a subsequent procurement for the same
system, component, or service. In other words, the Contractor
may be authorized to compete for procurement(s) for systems,
components or services subsequent to an intervening procurement.

     (3) Any request for waiver of the provisions of this
Special Contract Requirement shall be submitted in writing to
the Contracting Officer and shall set forth all relevant facts
in support of the request for a waiver including proposed
contractual safeguards or job procedures to mitigate conflicting
roles which might produce an Organizational Conflict of
Interest.

(d) The Contractor agrees that, if after award, it discovers an
actual or potential organizational conflict of interest, it
shall make immediate disclosure in writing to the Contracting
Officer. The disclosure shall include a description of the
actual or potential organizational conflict of interest, 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 the
Contracting Officer in making a determination on this matter.
Such information must include:

     (1) the name, address, telephone number of the client or
client(s);

     (2) a description of the supplies, services or performances
to be rendered under the contract to the client or client(s);


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                                                 N00024-07-D-6239
                           REVISION L


     (3) the name of a responsible officer or employee of the
Contractor who is knowledgeable about supplies, services or
performances to be rendered to each client;

    (4) the dollar amount of the contract or interest; and

     (5) the period of performance.

  Notwithstanding this notification, the Government may
terminate the contract for the convenience of the Government if
determined to be in the best interest of the Government.

(e) Notwithstanding paragraph (d) above, if the Contractor was
aware, or should have been aware, of an organizational conflict
of interest prior to the award of this contract or becomes, or
should become, aware of an organizational conflict of interest
after award of this contract and does not make the required
disclosure pursuant to paragraph (d) above in writing to the
Contracting Officer, the Government may terminate this contract
for default.

(f) If the Contractor takes any action prohibited by this
requirement or fails to take action required by this
requirement, the Government may terminate this contract for
default.

(g) After review and consultation with the Contracting
Officer’s Representative, the Contracting Officer's decision as
to the existence or nonexistence of an actual or potential
organizational conflict of interest shall be final.

(h) Nothing in this Special Contract Requirement is intended to
prohibit or preclude the Contractor from marketing or selling to
the United States Government its product lines in existence on
the effective date of this contract; nor, shall this Special
Contract Requirement preclude the Contractor from participating
in any research and development or delivering under this
contract any design development model or prototype of any such
product line in existence on the effective date of this
contract. Additionally, sale of catalog or standard commercial
items are exempt from this requirement.

(i) The Contractor shall promptly notify the Contracting
Officer, in writing, if it has been tasked to evaluate or advise
the Government concerning its own products or activities or
those of a competitor in order to ensure proper safeguards exist

                               23
                                                        SECTION C
                                                   N00024-07-D-6239
                             REVISION L


to guarantee objectivity and to protect the Government's
interest.

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

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

(l) Compliance with this Special Contract Requirement is a
material requirement of this contract.




C.11   DISCLOSURE OF INFORMATION

(a) Except for releases made pursuant to requests for
information made in accordance with Chapter 92F of the Hawai’i
Revised Statutes, the Contractor shall not release to anyone
outside the Contractor's organization any unclassified
information, identified by the sponsor as sensitive and
inappropriate for disclosure regardless of medium (e.g., film,
tape, document), pertaining to any part of this contract or any
program related to this contract, unless –

       1) The Naval Sea Systems Command Office of Corporate
       Communications has given prior written approval and such
       approval has been conveyed to the Contractor; or,

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

(b) Requests for the written approval of the Naval Sea Systems
Command Office of Corporate Communications shall be directed to
the Contracting Officer at least sixty(60) days before the
proposed date for release. Any such requests shall identify the
specific information to be released, the medium to be used, and
the purpose of the release. Any request will be forwarded to
the individual Task Sponsors for comment and/or concurrence.
Consultation with the Contractor may be taken. The individual

                                   24
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                                                 N00024-07-D-6239
                           REVISION L


Task Sponsors have the responsibility for the release of
information under their programs. In cases where the evidence
supporting release or retention of unclassified information is
inconclusive, the Contracting Officer has the responsibility and
retains the authority to make final determinations for such
disclosure.

(c) In the event the Contractor has not heard from the NAVSEA
Systems Command Office of Corporate Communications by the 45th
day from receipt of the request for disclosure, both the
Contracting Officer and the Contracting Officer’s Representative
shall be sent a follow-on disclosure request by the Contractor.
NAVSEA will have fifteen (15) days to respond from the date the
follow-on request is received by the Contracting Officer and the
Contracting Officer’s Representative. If the Contractor fails
to receive a response within these allotted timeframes from
either the NAVSEA Systems Command Office of Corporate
Communications or the Contracting Officer on either of the two
requests, the information may be released.

(d) The requirement for prior approval shall not apply to any
republication of material already published under the procedures
set forth above. However, any modification to the original
publication that contains information pertaining to any part of
the contract or any program related to the contract herein shall
require that the materials be submitted as provided above.

(e) The Contractor agrees to include a similar requirement in
each subcontract under this contract. Subcontractors shall
submit requests for authorization to release through the prime
contractor to the Contracting Officer.

(f) A determination made with the issuance of a specific task
that task related information is sensitive and inappropriate for
disclosure will require the Contractor to follow the process set
forth in this clause prior to release. With respect to all
other task and information which had not been identified as
sensitive and inappropriate for disclosure, the Contractor
agrees that prior to any release of information, that the
Contractor shall contact both the Contracting Officer and the
Contracting Officer’s Representative. NAVSEA will have fifteen
(15) days to determine the absence of sensitive information or
to make a determination that task-related information is
inappropriate for release. If the Contractor fails to receive a
response within these allotted timeframes, it may proceed as if
the information is appropriate for release.

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                                                        SECTION C
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                            REVISION L




C.12   EQUIPMENT ACQUISITION AND TITLE

(a) In accordance with 31 USC 6306, FAR 35.014 (b) and OMB
Circular A-21, the Contracting Officer hereby grants approval to
ARL at UH to retain title to any non-deliverable equipment
included in approved Task Orders and funded solely with RDT&E
6.1 and/or 6.2 funds. Such equipment shall be subject to the
constraints of FAR 45.3 and will be subject to annual review by
the ACO. The Contractor shall comply with the provisions in FAR
35.014(d)(1). A list of subject equipment is required to be
submitted to the Contracting Officer, with a copy to the ACO and
COR, on an annual basis.

(b) All other non-deliverable equipment included in approved
Task Orders (which is NOT funded solely with RDT&E 6.1 and/or
6.2 funds) to be acquired as a direct charge to the contract
shall be transferred upon completion of the task to the
Government Furnished Property listing, Attachment (4) hereto or
to a companion Facilities Use Contract, if executed. For items
listed in Attachment (4), the Contractor shall periodically
evaluate the inventory and identify those items which are no
longer required for contract performance. Should the items be
no longer needed, Contractor shall submit a list to the ACO for
disposition instructions.

(c) The Contractor is required to obtain prior approval from the
ACO to acquire any items not specifically included in approved
task orders, and which exceeds the capitalization level
established by the University of Hawai’i (currently $5,000.00)
up to $10,000. Approval over $10,000 shall be sought from the
Contracting Officer.

  (d) Title to all such items of equipment, purchased with RDT&E
6.1 and 6.2 funds will be determined by the ACO at the time of
the approval subject to FAR 35.014(b)(3). See FAR 52.245-1, ALT
II, and 52.245-9 Use and Charges (June 2007) for any item not
specifically included in an approved task order and which does
not exceed the capitalization level established by the
University of Hawaii (currently $5,000.00). Should ACO approval
not be sought prior to the acquisition of any equipment, title
to all such items of equipment purchased with RDT&E 6.1 and 6.2
funds will be determined by the ACO.

                                26
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(e) Within sixty (60) days of task order completion, the
contractor shall submit to the ACO an inventory list with
disposition request covering all Government titled equipment
acquired or furnished under the order. Disposition instructions
will be provided by the ACO within 90 days of receipt of
acceptable inventory schedules. In cases where delivery
instructions or follow-on task identification is not provided
within the allotted time, the equipment will be made available,
under the facilities use contract, for use by other Government
sponsors utilizing the services of ARL at UH. If after
residing, unused, on the facilities use contract for six (6)
months, the equipment will be deemed to be no longer needed for
contract performance and disposed of by the ACO in accordance
with FAR 45.6 and DFAR 245.6.

(f) If title to equipment is vested in the Contractor,
depreciation, amortization, or use charges are not allowable
with respect to that equipment under any existing or future
Government contract or subcontract.

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

The Government will provide only that property set forth below,
notwithstanding any term or condition of this contract to the
contrary. Upon Contractor's written request to the cognizant
Technical Program Manager, via the cognizant Contract
Administration Office, the Government will furnish the following
for use in the performance of this contract: See Attachment (4)


C.14 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT
FILES (NAVSEA) (APR 2004)

 (a) NAVSEA may use a file room management support contractor,
hereinafter referred to as "the support contractor", to manage
its file room, in which all official contract files, including
the official file supporting this procurement, are retained.
These official files may contain information that is considered
a trade secret, proprietary, business sensitive or otherwise
protected pursuant to law or regulation, hereinafter referred to
as “protected information”. File room management services
consist of any of the following: secretarial or clerical
support; data entry; document reproduction, scanning, imaging,
or destruction; operation, management, or maintenance of paper-

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                              REVISION L


based or electronic mail rooms, file rooms, or libraries; and
supervision in connection with functions listed herein.

(b) The cognizant Contracting Officer will ensure
that any NAVSEA contract under which these file room management
services are acquired will contain a requirement that:

       (1)   The support contractor not disclose any information;

     (2) Individual employees are to be instructed by the
support contractor regarding the sensitivity of the official
contract files;

     (3) The support contractor performing these
services be barred from providing any other supplies and/or
services, or competing to do so, to NAVSEA for the period
of performance of its contract and for an additional three years
thereafter unless otherwise provided by law or regulation; and,

     (4) In addition to any other rights the contractor may
have, it is a third party beneficiary who has the right of
direct action against the support contractor, or any person to
whom the support contractor has released or disclosed protected
information, for the unauthorized duplication, release, or
disclosure of such protected information.

(c) Execution of this contract by the contractor is considered
consent to NAVSEA's permitting access to any information,
irrespective of restrictive markings or the nature of the
information submitted, by its file room management support
contractor for the limited purpose of executing its file room
support contract responsibilities.

(d) NAVSEA may, without further notice, enter into contracts
with other contractors for these services. Contractors are free
to enter into separate non-disclosure agreements with the file
room contractor. (Please contact Director, E Business Division
for contractor specifics.) However, any such agreement will not
be considered a prerequisite before information submitted is
stored in the file room or otherwise encumber the government.

C.15   EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (NOV 1996)

The Contractor shall extend to the Government the full coverage of
any standard commercial warranty normally offered in a similar
commercial sale, provided that such warranty is available at no

                                  28
                                                           SECTION C
                                                  N00024-07-D-6239
                            REVISION L


additional cost to the Government. The Contractor shall provide a
copy of the standard commercial warranty with the item. The
standard commercial warranty period shall begin upon the final
acceptance of the applicable material or software. Acceptance of
the standard commercial warranty does not waive the Government's
rights under the "Inspection" clause, nor does it limit the
Government's rights with regard to other terms and conditions of
the contract. In the event of a conflict, the terms and
conditions of the contract shall take precedence over the standard
commercial warranty.


C.16   ORDERING OFFICER

The Procuring Contracting Officer (PCO) or his/her duly
authorized representative, shall act as Ordering Officer for the
contract and is responsible for issuing any orders placed
hereunder. Orders shall be placed unilaterally by the Ordering
Officer by issuance of a DD Form 1155, Order For Supplies or
Services. Task descriptions, on which orders are based, shall
be completed in accordance with the guidance provided as
Attachment “1” to this contract. After consultation with the
University and consistent with FAR 35.002, the PCO may issue a
unilateral change to update this guidance. Any updates to the
guidance shall not have retroactive effect to task orders in
place at the time of such update, unless written approval of the
Contractor is obtained.

C.17 PROHIBITION ON ACCOMMODATION PURCHASING AND SUBCONTRACTING

Accommodation purchasing and subcontracting means the procurement
of supplies and/or subcontracting of services which are not
essential in the discharge of the Contractor’s technical
responsibilities under this contract. These actions are usually
prompted by a desire to achieve expedited procurement not
warranted by technical program needs, or to avoid the
requirements of current Federal procurement regulation which are
applicable if procurements were performed by the Government
directly. Accommodation purchasing and subcontracting does not
include cases in which the Contractor is serving as a prime
contractor in roles such as principal investigator, system
integration agent or technical direction agent for which the
volume of purchases or subcontracting, and sometimes the
identification and management of subcontracting sources, is
determined by program requirements.

The Contractor shall not perform accommodation purchasing and
subcontracting, including any purchases or subcontracting which

                                29
                                                         SECTION C
                                                 N00024-07-D-6239
                           REVISION L


the Procuring Contracting Officer (PCO) or the Administrative
Contracting Officer (ACO) identifies to the Contractor prior to
executing the contract action as constituting accommodation
purchasing and subcontracting. In such cases the PCO will have
the responsibility to communicate its concerns and decision to
the cognizant technical sponsor. In addition, should the
Contractor have a reasonable belief as to whether a particular
action will constitute accommodation subcontracting, no action
shall be taken to consummate the contract action until such time
as the ACO or PCO are contacted and appropriate guidance is
provided.


C.18   USE OF FEE

The Government, represented by the Naval Sea Systems Command,
and the University of Hawai’i, an institution organized and
existing under the laws of the State of Hawai’i, are agreed that
in connection with this contract, the Applied Research
Laboratory at the University of Hawai’i will be paid a fixed fee
as stated in Section B. Funds afforded the University by this
fee shall be included under the University’s accounting
procedures to permit the Government to be satisfied that
expenditures are in accordance with this agreement. This fee
will cover expenditures in the following areas:

a. Independent research and development (IR&D), the
establishment of new research and development programs, and/or
research matching funds.

b. Acquisition, construction, or improvement of equipment,
facilities, or vessels, including applicable interest on
borrowed funds. Only the cost associated with equipment,
facilities or vessels whose acquisition, construction or
improvement costs have not already been estimated and accounted
for in either a specific task order cost or the Prorated Direct
Cost shall be funded through the fee pool. All equipment,
facilities or vessels acquired, constructed or improved with
these funds shall have direct benefit to the Applied Research
Laboratory.

c. Normal wear and tear maintenance of existing Applied
Research Laboratory equipment and facilities.

d. Stabilization and revolving fund for temporary salary
support for ARL staff including carrying ARL through funding

                               30
                                                          SECTION C
                                                  N00024-07-D-6239
                            REVISION L


delays and assist in transition whether due to unanticipated
program changes or for other programmatic reasons. Interest
earned on the funds in the stabilization and revolving account
shall accrue and be applied to the account for the benefit of
ARL.

e. Recovery of the costs of benefits and services received by
ARL which, although identifiable, are not practical to isolate
for cost purposes, including scientific and technical exchange
program for ARL employees.

f. Educational development program funds as an outreach to
students in secondary schools; ARL fellowship program for
employees to pursue degrees to enhance their value to the ARL;
and ARL research mentoring program for graduate students.

g. Laboratory business related expenses such as: cost overruns;
business liability insurance; ARL Visiting Committee; ARL employee
seminars; awards; business meeting food and non-alcoholic
beverages; and business related tuition or training.

h. Funds for purposes on which the Laboratory and the Procuring
Contracting Officer may agree.



C.19   INTELLECTUAL PROPERTY RIGHTS AFTER TERMINATION

Nothing in the clause entitled "Termination", FAR 52.249-6,
shall be construed to change, limit, modify, or abrogate the
rights and responsibilities of either party provided for in the
following clauses of this contract: FAR 52.227-11, DFARS
252.227-7013, DFARS 252.227-7014, DFARS 252.227-7016, DFARS
252.227-7019, and DFARS 252.227-7037. In other words, should
the contract be terminated, the Government will not acquire
title to intellectual property nor any license rights in
intellectual property greater or different than those it would
have had the contract not been terminated.




                                31
                                                         SECTION C
                                                  N00024-07-D-6239
                            REVISION L


SECTION D – PACKAGING AND MARKING

D.1   Item 0001 and, if and to the extent exercised, Option Item
0003 – Specific packaging and marking requirements shall be
identified in each individual Task Order.

D.2 Item 0002 and, if and to the extent exercised, Option Item
0004 - All unclassified data shall be prepared for shipment in
accordance with best commercial practice.

      Classified reports, data, and documentation shall be prepared
for shipment in accordance with National Industrial Security
Program Operating Manual (NISPOM), DOD 5220.22-M dated January
1995 with change 1 dated 31 July 1997 and change 2 dated 1 May
2000 and, when applicable, NISPOM Supplement 1 dated February
1995.

D.3 MARKING OF REPORTS (NAVSEA) (SEP 1990) (MODIFIED

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

     (1) name and business address of the Contractor
     (2) contract number*
     (3) contract dollar amount
     (4)
     sponsor:
                 (Name of Individual Sponsor)

                 (Name of Requiring Activity)

                 (City and State)


  * contract number and task order number


NOTE A: For numbers (3), and (4), alternative marking
conventions may be used as appropriate or as directed by task
sponsor(s).

NOTE B : See also DFARS 252.235-7010 for additional marking
instructions.




                                32
                                                         SECTION D
                                                  N00024-07-D-6239
                            REVISION L


SECTION E – INSPECTION AND ACCEPTANCE

E.1 Item 0001 and, if and to the extent exercised, Option Item
0003 - Inspection and acceptance shall be made by the designated
representative of the Government as identified in each individual
task order.

E.2 Item 0002 and, if and to the extent exercised, Option Item
0004 - Inspection and acceptance of all data shall be as
specified on the attached Contract Data Requirements List(s), DD
Form 1423.

E.3   CLAUSES INCORPORATED BY REFERENCE

FAR SOURCE      TITLE AND DATE

52.246-5*       INSPECTION OF SERVICES—COST-REIMBURSEMENT
                (AUG 1996)

52.246-8*       INSPECTION OF RESEARCH AND DEVELOPMENT COST-
                REIMBURSEMENT
                (APR 1984)

52.246-9*       INSPECTION OF RESEARCH AND DEVELOPMENT (SHORT
                FORM) (APR 1984)

NOTE: The clause 52.246-5 shall be used when performing
consulting services. The clause 52.246-8 shall be used when the
primary objective of the task is the delivery of end items other
than designs, drawings, or reports. The clause 52.246.9 shall
be used in all other circumstances.




                                 33
                                                            SECTION E
                                                  N00024-07-D-6239
                             REVISION L


SECTION F – DELIVERIES OR PERFORMANCE

F.1 Item 0001 and, if and to the extent exercised, Option Item
0003 - The Contractor shall perform the work described in SECTION
C, at the level of effort specified in SECTION B of each
individual Task Order, within the period of performance stated in
each individual Task Order and in accordance with the following:

52.216-18   ORDERING (OCT 1995)

(a) Any supplies and services to be furnished under this
contract shall be ordered by issuance of delivery orders or task
orders by the individuals or activities designated in the
Schedule. Such orders may be issued:

 ITEM(S)    FROM                           TO

 0001       Date of   Contract Award       TBN

  0003       Date of Option Exercise        TBN
 (Option)

(b) All delivery orders or task orders are subject to the terms
and conditions of this contract. In the event of conflict
between a delivery order or task order and this contract, the
contract shall control.

(c) If mailed, a delivery order or task order is considered
"issued" when the Government deposits the order in the mail.
Orders may be issued orally, by facsimile, or by electronic
commerce methods only if authorized in the Schedule.

F.2 Item 0002 and, if and to the extent exercised, Option Item
0004 - All data to be furnished under this contract shall be
delivered prepaid to the destination(s) and at the time(s)
specified on the Contract Data Requirements List(s), DD Form
1423 and as specified in each individual Task Order. Data
deliverables dates shall not exceed the dates shown in F.1 above
without a specific modification to this contract executed by the
Procuring Contracting Officer.




                                  34
                                                         SECTION F
                                                  N00024-07-D-6239
                            REVISION L


F.3    ADDITIONAL SHIPPING INSTRUCTIONS FOR FMS ITEMS (NAVSEA)
(SEP 1992) (MODIFIED) (APRIL 2007)

(a) Orders issued with Foreign Military Sales (FMS)
deliverables shall identify the method of shipment, either via
the FMS Country Freight Forwarder or via commercial shipping with
an Export License.

(b) (1) If a FMS Country Freight Forwarder is noted, the
Contractor shall, within thirty days prior to the first scheduled
delivery date, notify the cognizant Contract Administration Office
(CAO) of the point of origin, description of material, quantity,
approximate gross weight and cubic measurement, number of cases,
approximate date shipment is expected to be ready for movement,
appropriate requisition number(s) and FMS case designator. The
notification shall be accompanied by six (6) copies of priced
Material Inspection and Receiving Report (MIRR) (DD Form 250) or
equivalent which meets the requirement of DFAR 252.246-7000 with
packing lists.

     (2) The CAO shall forward the above information to the
addressee identified in the order.

     (3) Subsequent to notification as required by paragraph (2),
the CAO shall:

          (i) Forward four (4) copies of priced DD Form 250 with
packing lists and one (1) copy of bill of lading to the Country
Freight Forwarder, and

          (ii) Forward two (2) copies of priced DD Form 250 with
packing lists and one (1) copy of bill of lading or other evidence
of delivery to the office specified in paragraph (b) above.

(c) If FMS Country Freight Forwarder is not identified in the
order, ARL at UH shall seek an Export License.



F.4   CLAUSES INCORPORATED BY REFERENCE

FAR SOURCE      TITLE AND DATE

52.242-15      Stop-Work Order (Aug 1989)
And Alt. I     Alternate I (Apr 1984)


                                 35
                                                         SECTION F
                                              N00024-07-D-6239
                        REVISION L


52.247-29   F.O.B. Origin (Feb 2006)

52.247-34   F.O.B. Destination (Nov 1991)


52.247-52   Clearance And Documentation
            Requirements—Shipments To DOD Air Or
            Water Terminal Transshipment Points
            (Feb 2006)




                            36
                                                     SECTION F
                                                    N00024-07-D-6239
                            REVISION L


SECTION G – CONTRACT ADMINISTRATION DATA

G.1   PURCHASING OFFICE REPRESENTATIVE:

         COMMANDER
         ATTN: RANDALL S. JOHNSTON 02624
         NAVAL SEA SYSTEMS COMMAND
         1333 ISAAC HULL AVENUE SE STOP 2050
         WASHINGTON NAVY YARD DC 20376 -2050
         Telephone No. 202 781-3942
         Fax No. (202) 781-4655
         Email Address: randall.johnston@navy.mil


G.2   CONTRACTING OFFICER’S REPRESENTATIVE:

         COMMANDER
         ATTN: SEA106/David Sivillo
         NAVAL SEA SYSTEMS COMMAND
         1333 ISAAC HULL AVENUE SE STOP 1220
         WASHINGTON NAVY YARD DC 20376 1220
         Telephone No. 202/781-3129
         Fax No. (202) 781-4627
         Email Address: david.sivillo@navy.mil


G.3   PATENT COUNSEL:

         COMMANDER
         ATTN: SEA00L5/ JOHN FORREST
         NAVAL SEA SYSTEMS COMMAND
         1333 ISAAC HULL AVENUE SE STOP 1150
         WASHINGTON NAVY YARD DC 20376 1150
         Telephone No. 202/781-2986



G.4   INVOICE AND PAYMENT INSTRUCTIONS

In accordance with DFARS 252.232-7003, paragraph (4) (c), the
Contractor is hereby authorized to use the Office of Naval
Research PayWeb automated payment system pending full
implementation of the Wide Area Work Flow (WAWF) system. The
cognizant Administrative Contracting Office shall inform the
Contractor when full implementation is achieved and when the
conversion shall take place. It is noted that DFARS 252.246-
7000, Material Inspection and Receiving Report, referenced in
                                37
                                                        SECTION G
                                                    N00024-07-D-6239
                              REVISION L


Section I of this contract, contains additional information
regarding WAWF. Upon the conversion of payment systems from
PayWeb to WAWF, the following invoice instructions shall be
applicable:

“INVOICE INSTRUCTIONS (NAVSEA) (OCT 2006)

 (a) In accordance with the clause of this contract entitled
“ELECTRONIC SUBMISSION OF PAYMENT REQUESTS” (DFARS 252.232-
7003), the Naval Sea Systems Command (NAVSEA) will utilize the
DoD Wide Area Workflow Receipt and Acceptance (WAWF) system to
accept supplies/services delivered under this contract. This
web-based system located at https://wawf.eb.mil provides the
technology for government contractors and authorized Department
of Defense (DoD) personnel to generate, capture and process
receipt and payment-related documentation in a paperless
environment. Invoices for supplies/services rendered under this
contract shall be submitted electronically through WAWF.
Submission of hard copy DD250/invoices may no longer be accepted
for payment.

(b) It is recommended that the person in your company
designated as the Central Contractor Registration (CCR)
Electronic Business (EB) Point of Contact and anyone responsible
for the submission of invoices, use the online training system
for WAWF at http://wawftraining.com. The Vendor, Group
Administrator (GAM), and sections marked with an asterisk in the
training system should be reviewed. Vendor Quick Reference
Guides also are available at
http://acquisition.navy.mil/navyaos/content/view/full/3521/.
The most useful guides are “Getting Started for Vendors” and
“WAWF Vendor Guide”.

(c) The designated CCR EB point of contact is responsible for
activating the company’s CAGE code on WAWF by calling 1-866-618-
5988. Once the company is activated, the CCR EB point of
contact will self-register under the company’s CAGE code on WAWF
and follow the instructions for a group administrator. After
the company is set-up on WAWF, any additional persons
responsible for submitting invoices must self-register under the
company’s CAGE code at https://wawf.eb.mil.

(d) The following information regarding invoice routing is
provided for completion of the invoice in WAWF:

          WAWF Invoice Type            To be provided in each

                                  38
                                                           SECTION G
                                                      N00024-07-D-6239
                             REVISION L


                                       order
          Issuing Office DODAAC        To be   provided in each
                                       order
          Admin DODAAC                 To be   provided in each
                                       order
          Inspector DODAAC (if         To be   provided in each
          applicable)                  order
          Acceptor DODAAC              To be   provided in each
                                       order
          LPO DODAAC (if               To be   provided in each
          applicable)                  order
          Pay DODAAC:                  To be   provided in each
                                       order
          DCAA Auditor DODAAC (if      To be   provided in each
          applicable)                  order

Attachments   created in any Microsoft Office product may be
attached to   the WAWF invoice, e.g., backup documentation,
timesheets,   etc. Maximum limit for size of each file is 2
megabytes.    Maximum limit for size of files per invoice is 5
megabytes.

(e) Before closing out of an invoice session in WAWF, but after
submitting the document(s), you will be prompted to send
additional email notifications. Click on “Send More Email
Notification” and add the acceptor/receiver email addresses
noted below in the first email address block, and add any other
additional email addresses desired in the following blocks.
This additional notification to the government is important to
ensure that the acceptor/receiver is aware that the invoice
documents have been submitted into WAWF.

   Send Additional Email Notification To:
   To be provided in each order



(f) The contractor shall submit invoices for payment per
contract terms and the government shall process invoices for
payment per contract terms.

(g) If you have any questions regarding WAWF, please contact
the WAWF helpdesk at the above 1-866 number or the NAVSEA WAWF
point of contact Margaret Morgan at (202) 781-4815 or
margaret.morgan@navy.mil.”

                                  39
                                                             SECTION G
                                                 N00024-07-D-6239
                           REVISION L


G.5   PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CITATIONS
(ALTERNATE 1) (NAVSEA) (OCT 2006) (APPLICABLE TO EACH ORDER
ISSUED UNDER THIS CONTRACT)

(a) For contracts that 1) include contract line items that are
funded by multiple accounting classification citations for which
a contract line item or items are not broken out into separately
identifiable subline items (informational subline items are not
separately identifiable subline items); 2) contain cost-
reimbursement or time-and-material or labor-hour line items; or
3) authorize financing payments, the payment office will make
payment in accordance with the paragraph(s) checked below. If
multiple paragraphs are checked, checked item applies to the
contract line items, subline items or contract type identified.

(b) The following payment instructions apply to this contract:

        (1) Contract-wide: proration. The payment office will
make payment from each ACRN within the contract in the same
proportion as the amount of funding currently unliquidated for
each ACRN.

        (2) Contract-wide: sequential ACRN order. The payment
office will make payment in sequential ACRN order within the
contract, exhausting all funds in the previous ACRN before
paying from the next ACRN using the following sequential order:
alpha/alpha; alpha/numeric; numeric/alpha; and numeric/numeric.

        (3) Contract-wide: contracting officer specified ACRN
order. The payment office will make payment in sequential ACRN
order within the contract, exhausting all funds in the previous
ACRN before paying from the next ACRN in the sequence order
specified by the contracting officer.

        (4) Contract-wide: by fiscal year. The payment office
will make payment using the oldest fiscal year appropriations
first, exhausting all funds in the previous fiscal year before
disbursing from the next fiscal year. In the event there is
more than one ACRN associated with the same fiscal year, the
payment amount shall be disbursed from each ACRN within a fiscal
year in the same proportion as the amount of funding obligated
for each ACRN within the fiscal year.

        (5) Contract-wide: by cancellation date. The payment
office will make payment using the ACRN with the earliest
cancellation date first, exhausting all funds in that ACRN
before disbursing funds from the next. In the event there is
                                40
                                                        SECTION G
                                                  N00024-07-D-6239
                            REVISION L


more than one ACRN associated with the same cancellation date,
the payment amount shall be disbursed from each ACRN with the
same cancellation date in the same proportion as the amount of
funding obligated for each ACRN with the same cancellation date.

        (6) Line item specific: sequential ACRN order. If there
is more than one ACRN within a contract line item, the payment
office will make payment in sequential ACRN order within the
line item, exhausting all funds in the previous ACRN before
paying from the next ACRN using the following sequential order:
Alpha/Alpha; Alpha/numeric; numeric/alpha; and numeric/numeric.
(Applicable to funding types other than RDT&E and FMS).

         (7) Line item specific: contracting officer specified
ACRN order. If there is more than one ACRN within a contract line
item, the payment office will make payment within the line item in
the sequence ACRN order specified by the contracting officer,
exhausting all funds in the previous ACRN before paying from the
next ACRN.

        (8) Line item specific: by fiscal year. If there is
more than one ACRN within a contract line item, the payment
office will make payment using the oldest fiscal year
appropriations first, exhausting all funds in the previous
fiscal year before disbursing from the next fiscal year. In the
event there is more than one ACRN associated with the same
fiscal year, the payment amount shall be disbursed from each
ACRN within a fiscal year in the same proportion as the amount
of funding obligated for each ACRN within the fiscal
year.(Applicable to RDT&E funded Orders.)

        (9) Line item specific: by cancellation date. If there
is more than one ACRN within a contract line item, the payment
office will make payment using the ACRN with the earliest
cancellation date first, exhausting all funds in that ACRN
before disbursing funds from the next. In the event there is
more than one ACRN associated with the same cancellation date,
the payment amount shall be disbursed from each ACRN with the
same cancellation date in the same proportion as the amount of
funding obligated for each ACRN with the same cancellation date.

        (10) Line item specific: proration. If there is more
than one ACRN within a contract line item, the payment office
will make payment from each ACRN in the same proportion as the
amount of funding currently unliquidated for each ACRN.
(Applicable to FMS funded orders.)

                                41
                                                         SECTION G
                                                 N00024-07-D-6239
                           REVISION L



        (11) Other. If none of the standard payment
instructions identified above is appropriate, the contracting
officer may insert other payment instructions, provided the
other payment instructions--

          (i) Provide a significantly better reflection of how
funds will be expended in support of contract performance; and

          (ii) Are agreed to by the payment office and the
contract administration office.




                               42
                                                        SECTION G
                                                 N00024-07-D-6239
                           REVISION L


SECTION H – SPECIAL CONTRACT REQUIREMENTS

NUMBER                     TITLE                               PAGE

H.1 NAVSEA 5252.202-9101   ADDITIONAL DEFINITIONS (MAY 1993)    44


H.2 NAVSEA 5252.232-9104   ALLOTMENT OF FUNDS (MODIFIED)        44

H.3 NAVSEA 5252.227-9113   GOVERNMENT-INDUSTRY DATA EXCHANGE
                           PROGRAM (AUG 1997)                    45

H-4 NAVSEA 5252.216-9122   LEVEL OF EFFORT (DEC 2000)
                           (MODIFIED)(APRIL 2007)                46

H.5 NAVSEA 5252.245-9111   RENT-FREE USE OF GOVERNMENT
                           PRODUCTION AND RESEARCH PROPERTY
                           (AS IS)(SEP 1990)                     49




                               43
                                                           SECTION H
                                                  N00024-07-D-6239
                            REVISION L


H.1   NAVSEA 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 FAR in this contract shall be deemed to also
reference the appropriate sections of the Defense FAR Supplement
(DFARS), unless clearly indicated otherwise.

(c) REFERENCES TO ARMED SERVICES PROCUREMENT REGULATION OR
DEFENSE ACQUISITION REGULATION - All references in this document
to either the Armed Services Procurement Regulation (ASPR) or
the Defense Acquisition Regulation (DAR) shall be deemed to be
references to the appropriate sections of the FAR/DFARS.

(d) NATIONAL STOCK NUMBERS - Whenever the term Federal Item
Identification Number and its acronym FIIN or the term Federal
Stock Number and its acronym FSN appear in the contract, order
or their cited specifications and standards, the terms and
acronyms shall be interpreted as National Item Identification
Number (NIIN) and National Stock Number (NSN) respectively which
shall be defined as follows:

     (1) National Item Identification Number (NIIN). The
number assigned to each approved Item Identification under the
Federal Cataloging Program. It consists of nine numeric
characters, the first two of which are the National Codification
Bureau (NCB) Code. The remaining positions consist of a seven
digit non-significant number.

     (2) National Stock Number (NSN). The National Stock
Number (NSN) for an item of supply consists of the applicable
four position Federal Supply Class (FSC) plus the applicable
nine position NIIN assigned to the item of supply.



H.2 NAVSEA 5252.232-9104 ALLOTMENT OF FUNDS (Modified) (Note:
This clause is applicable to and will be restated in each
incrementally funded task order placed on this contract.)

      a. This task order is incrementally funded with respect to
cost and fee.

                                44
                                                         SECTION H
                                                       N00024-07-D-6239
                               REVISION L



      b. The amounts presently available and allotted to this
task order for payment of fee, as provided in the Section B
clause of this contract entitled “ESTIMATED COST AND FIXED FEE”
(Clause B-2), are as follows:

              ALLOTTED       ALLOTTED       TOTAL
      TASK    TO FEE         TO FEE         ALLOTTED
      ORDER   PREVIOUSLY     THIS ORDER     TO FEE


      c. The amounts presently available and allotted to this
task order for payment of cost, subject to the SECTION I -
"Limitation of Funds" clause, and the period of performance
which it is estimated the allotted amount will cover are as
follows:

                                                       ESTIMATED
              ALLOTTED       ALLOTTED       TOTAL      PERIOD
      TASK    TO COST        TO COST        ALLOTTED   OF
      ORDER   PREVIOUSLY     THIS ORDER     TO COST    PERFORMANCE


     d. The parties contemplate that the Government will allot
additional amounts to this task order from time to time by
unilateral task order amendment. Any such task order amendment
shall state separately the amounts allotted to cost and fee, the
task order covered thereby, and the additional period of
performance, if any, the amounts are expected to cover.


H.3   NAVSEA 5252.227-9113    GOVERNMENT-INDUSTRY DATA EXCHANGE
      PROGRAM (AUG 1997)

(a) The Contractor shall participate in the appropriate
interchange of the Government-Industry Data Exchange Program
(GIDEP) in accordance with NAVSEA S0300-BU-GYD-010 dated November
1994. Data entered is retained by the program and provided to
qualified participants. Compliance with this requirement shall
not relieve the Contractor from complying with any other
requirement of the contract.

(b) The Contractor agrees to insert paragraph (a) of this
requirement in any subcontract hereunder exceeding $500,000.00.
When so inserted, the word "Contractor" shall be changed to
"Subcontractor".



                                   45
                                                              SECTION H
                                                  N00024-07-D-6239
                            REVISION L


(c) GIDEP materials, software and information are available
without charge from:

     GIDEP Operations Center
     P.O. Box 8000
     Corona, CA 91718-8000
     Phone:      (909) 273-4677 or DSN 933-4677
     FAX:      (909) 273-5200
     Internet:
http://www.gidep.org/mod_perl/framepage.cgi?pg=/join/members/navy.
htm


H.4 NAVSEA 5252.216-9122 LEVEL OF EFFORT (DEC
2000)(MODIFIED)(APRIL 2007) (Applicable to Orders issued under
Sub-contract Line Item Numbers (SLINs) 000101 and 000102 and
Option SLINs 000301 and 000302, if and to the extent exercised)

(a) The Contractor agrees to provide the total level of effort
specified in each order. The total level of effort for the
performance of this contract shall be no more than 232,200
total staff-hours for Item 0001 and 157,680 staff-hours for
Option Item 0003 (if exercised) of direct labor, including
subcontractor direct labor for those subcontractors specifically
identified in the Contractor's proposal as having hours included
in the proposed level of effort.

(b) Of the total staff-hours of direct labor set forth above,
it is estimated that 0 staff-hours are uncompensated effort.

Uncompensated effort is defined as hours provided by personnel
in excess of 40 hours per week without additional compensation
for such excess work. All other effort is defined as
compensated effort. If no effort is indicated in the first
sentence of this paragraph, uncompensated effort performed by
the Contractor shall not be counted in fulfillment of the level
of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort
obligations specified above shall only include effort performed
in direct support of this contract, inclusive of estimated
absent time, and shall not include time and effort expended on
such things as local travel to and from an employee's usual work
location, uncompensated effort while on travel status, truncated
lunch periods, work (actual or inferred) at an employee's


                                46
                                                         SECTION H
                                                 N00024-07-D-6239
                           REVISION L


residence or other non-work locations (except as provided in
paragraph (j) below), or other time and effort which does not
have a specific and direct contribution to the orders described
in Sections B and C.

(d) The level of effort for this contract shall be expended at
an average rate of approximately 40 hours per week per full time
equivalent. It is understood and agreed that the rate of staff-
hours per month may fluctuate in pursuit of the technical
objective, provided such fluctuation does not result in the use
of the total staff-hours of effort prior to the expiration of
the term hereof, except as provided in the following paragraph.

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

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

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


                               47
                                                        SECTION H
                                                 N00024-07-D-6239
                           REVISION L




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

subject to the provisions of B.6 and B.7, as applicable, or (ii)
subject to the provisions of the clause of this contract
entitled "LIMITATION OF COST" (FAR 52.232-20), as applicable,
require the Contractor to continue to perform the work until the
total number of staff-hours of direct labor specified in
paragraph (a) above shall have been expended, at no increase in
the fee of this contract.

(h) The Contractor shall provide and maintain an accounting
system, acceptable to the cognizant Administrative Contracting
Officer, which collects costs incurred and effort provided in
fulfillment of the level of effort obligations of this contract.

(i) Within 90 days after completion of the work under each
separately identified period of performance hereunder, the
Contractor shall submit the final voucher to the cognizant
Contract Administration Office. The final voucher shall
include: (1) the total number of staff-hours of direct labor
expended during the applicable period, inclusive of absent time;
(2) a breakdown of other costs incurred; and (3) the
Contractor's estimate of the total allowable cost incurred under
the contract for the period. Within 90 days after completion of
the work under the contract, the Contractor shall submit, in
addition, in the case of a cost under-run; (4) the amount by
which the estimated cost of this contract may be reduced to
recover excess funds and, in the case of an under-run in hours
specified as the total level of effort; and (5) a calculation of
the appropriate fee reduction in accordance with this clause.
All submissions shall include subcontractor information.

(j) Unless the Contracting Officer determines that alternative
worksite arrangements are detrimental to contract 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 the
traditional “main office” worksite. An alternative worksite
means an employee’s residence or a telecommuting center. A
telecommuting center is a geographically convenient office
setting as an alternative to an employee’s main office. The
Government reserves the right to review the Contractor’s


                               48
                                                        SECTION H
                                                 N00024-07-D-6239
                           REVISION L


alternative worksite plan. In the event performance becomes
unacceptable, the Contractor will be prohibited from counting
the hours performed at the alternative worksite in fulfilling
the total level of effort 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 any additional cost nor
provide additional equipment for contract performance as a
result of the Contractor’s election to implement an alternative
worksite plan.

(k) Notwithstanding any of the provisions in the above
paragraphs, the Contractor may furnish between ninety-five
percent (95%) and one hundred and five percent (105%) of the
total level of effort ordered under the sum of the term-type
orders, provided that the effort is furnished within the term
hereof, and provided further that no increase in the estimated
cost or fee is required. In the event the total number of
staff-hours furnished under all term type-orders is more than
one-hundred and five percent (105%) of all staff-hours ordered
under term-type orders, the total fixed fee in aggregate shall
remain unchanged. In the event the total number of staff-hours
furnished under all term-type orders is less than ninety-five
percent (95%) of all staff-hours ordered under term-type orders,
but all of the estimated cost and fixed fee has been expended,
the Contracting Officer, at its sole discretion, shall either:

     (i) Adjust the total Fixed Fee amount earned by the
Contractor on all term-type orders downward to reflect the total
level of effort furnished on all term-type orders. The
adjustment shall be at the aggregate contract level and shall be
based on the formula stated in paragraph (g) above; or,

     (ii) Issue additional term-type orders on a cost only
basis whose total level of effort, when furnished and combined
with all previous level of effort furnished under term-type
orders, equates to at least ninety-five percent (95%) but not
more than one hundred and five percent (105%) of level of effort
ordered under term-type orders.

H.5 NAVSEA 5252.245-9111 RENT-FREE USE OF GOVERNMENT
PRODUCTION AND RESEARCH PROPERTY (AS IS) (SEP 1990)

(a) The Contractor may use on a rent-free basis, as necessary
for the performance of this contract, Government production and
research property (as defined in FAR 45.301) accountable under

                               49
                                                        SECTION H
                                                  N00024-07-D-6239
                            REVISION L


Contract(s)TBD. The said property shall be governed by the
terms and conditions of the contract(s) under which it is
accountable. No representation or warranty is made by the
Government as to the fitness or suitability of said property for
its intended use under this contract; it being understood and
agreed that the said property is being made available for use
under this contract on an "as is" basis in accordance with
Section I, FAR Clause 52.245-1 ALT II and FAR 52.245-9 Use and
Charges (June 2007).


(b) If the Government limits or terminates the Contractor's
authority to use the above referenced property and the
Government's action affects the Contractor's ability to perform
this contract, then an equitable adjustment shall be made in
accordance with the terms and conditions of the "CHANGES" clause
of this contract; provided, however, that if the limitation or
termination is due to failure by the Contractor to perform its
obligations under the above referenced contract(s), the Contractor
shall be entitled only to such adjustment as the Contracting
Officer determines to be appropriate under the circumstances.




                                50
                                                         SECTION H
                                                   N00024-07-D-6239
                              REVISION L

SECTION I – CONTRACT CLAUSES

SECTION I-1 – CLAUSES INCORPORATED BY REFERENCE

I.   FEDERAL ACQUISITION REGULATION (48 CFR CHAPTER 1) CLAUSES:

 SOURCE      TITLE AND DATE

 52.202-1    Definitions (Jul 2004)

 52.203-3    Gratuities (Apr 1984)

 52.203-5    Covenant Against Contingent Fees (Apr 1984)

 52.203-6    Restrictions on Subcontractor Sales to the
             Government (Sep 2006)

 52.203-7    Anti-Kickback Procedures (Jul 1995)

 52.203-8    Cancellation, Rescission, and Recovery of Funds for
             Illegal or Improper Activity (Jan 1997)

 52.203-10   Price or Fee Adjustment for Illegal or Improper
             Activity (Jan 1997)

 52.203-12   Limitation on Payments to Influence Certain Federal
             Transactions (Sep 2005)

 52.204-2    Security Requirements (Aug 1996) and Alt I (April
             1984)

 52.204-4    Printed or Copied Double-Sided on Recycled Paper
             (Aug 2000)

 52.204-7    Central Contractor Registration (Jul 2006)

 52.204-9    Personal Identity Verification of Contractor
             Personnel (Nov 2006)

 52.209-6    Protecting the Governments Interest when
             Subcontracting with Contractors Debarred,
             Suspended, or Proposed for Debarment ( Sep 2006)

 52.211-5    Material Requirements (Aug 2000)

 52.211-15   Defense Priority and Allocation Requirement (Sep
             1990)

                                  51
                                                           SECTION I
                                                N00024-07-D-6239
                             REVISION L

SOURCE      TITLE AND DATE


52.215-2    Audit and Records—Negotiation (Jun 1999) and Alt II
            (Apr 1998)

52.215-8    Order of Precedence—Uniform Contract Format (Oct
            1997)

52.215-10   Price Reduction for Defective Cost or Pricing Data
            (Oct 1997)

52.215-11   Price Reduction for Defective Cost or Pricing Data—
            Modifications (Oct 1997)

52.215-12   Subcontractor Cost or Pricing Data (Oct 1997)

52.215-13   Subcontractor Cost or Pricing Data—Modifications
            (Oct 1997)

52.216-7    Allowable Cost and Payment (Dec 2002)
            (The date by which the payment office will make
            interim payments for contract financing is the 30th
            day after the billing office receives a proper
            payment request. Paragraph (a) Delete: “Subpart
            31.2” and Insert: “Subpart 31.3”)

52.216-8    Fixed Fee (Mar 1997)

52.219-8    Utilization of Small Business Concerns (May 2004)

52.219-9   Small Business Subcontracting Plan (Sep 2006 ) and
and Alt II Alternate II (Oct 2001)

52.219-16   Liquidated Damages—Subcontracting Plan (Jan 1999)

52.222-1    Notice to the Government of Labor Disputes (Feb
            1997)

52.222-3    Convict Labor (Jun 2003)

52.222-4    Contract Work Hours and Safety Standards Act—
            Overtime Compensation (Jul 2005)



52.222-19   Child Labor-Cooperation with Authorities And

                                 52
                                                        SECTION I
                                                N00024-07-D-6239
                             REVISION L

SOURCE      TITLE AND DATE

            Remedies (Jan 2006)

52.222-20   Walsh-Healey Public Contracts Act (Dec 1996)

52.222-21   Prohibition on Segregated Facilities (Feb 1999)

52.222-26   Equal Opportunity (Mar 2007)

52.222-35   Equal Opportunity for Special Disabled Veterans,
            Veterans of the Vietnam Era, and Other Eligible
            Veterans (Sep 2006)

52.222-36   Affirmative Action for Workers with Disabilities
            (Jun 1998)

52.223-6    Drug-Free Workplace (May 2001)

52.223-11   Ozone-Depleting Substances (May 2001)

52.223-12   Refrigeration Equipment and Air Conditioners (May
            1995)

52.225-13   Restrictions on Certain Foreign Purchases ( Feb
            2006)

52.227-1    Authorization and Consent (Jul 1995) and Alternate
and Alt I   I (Apr 1984)

52.227-2    Notice and Assistance Regarding Patent and
            Copyright Infringement (Aug 1996)

52.227-10   Filing of Patent Applications—Classified Subject
            Matter (Apr 1984)

52.227-11   Patent Rights—Retention By The Contractor    (Short
            Form) (Jun 1997)

52.228-7    Insurance-Liability to Third Persons (Mar 1996)

52.230-5    Cost Accounting Standards – Educational Institution
            (Apr 1998)

52.230-6    Administration of Cost Accounting Standards (Apr
            2005)


                                 53
                                                         SECTION I
                                                 N00024-07-D-6239
                             REVISION L

SOURCE      TITLE AND DATE

52.232-9    Limitation on Withholding of Payments (Apr 1984)

52.232-17   Interest (Jun 1996)

52.232-20   Limitation of Cost (Apr 1984)

52.232-22   Limitation of Funds (Apr 1984)
52.232-23   Assignment of Claims (Jan 1986) and Alternate I
and Alt I   (Apr 1984)

52.232-25   Prompt Payment (Oct 2003) and Alternate I (Feb
and Alt I   2002)

52.232-33   Payments by Electronic Funds Transfer—Central
            Contractor Registration (Oct 2003)

52.233-1    Disputes (Jul 2002) and Alternate I (Dec 1991)
and Alt I

52.233-3    Protest After Award (Aug 1996) and Alternate I (Jun
and Alt I   1985)

52.233-4    Applicable Law for Breach of Contract Claim (Oct
            2004)

52.237-3    Continuity of Services (Jan 1991)

52.242-1    Notice of Intent to Disallow Costs (Apr 1984)

52.242-3    Penalties for Unallowable Costs (May 2001)

52.242-4    Certification of Final Indirect Costs (Jan 1997)

52.242-13   Bankruptcy (Jul 1995)

52.243-2    Changes—Cost-Reimbursement (Aug 1987) and Alternate
and Alt V   V (Apr 1984)

52.243-6    Change Order Accounting (Apr 1984)

52.244-5    Competition in Subcontracting (Dec 1996)

52.245-1    Government Property (June 2007)and (ALT II) (Jun
            2007)


                                 54
                                                         SECTION I
                                                   N00024-07-D-6239
                              REVISION L

 SOURCE      TITLE AND DATE



 52.246-23   Limitation of Liability (Feb 1997)

 52.246-24   Limitation of Liability—High Value Items (Feb 1997)

 52.246-25   Limitation of Liability—Services (Feb 1997)

 52.247-1    Commercial Bill of Lading Notations (Feb 2006)

 52.249-6    Termination (Cost-Reimbursement) (May 2004)

 52.249-14   Excusable Delays (Apr 1984)

 52.251-2    Interagency Fleet Management System Vehicles and
             Related Services (Jan 1991)

 52.253-1    Computer Generated Forms (Jan 1991)

II.   DEFENSE FAR SUPPLEMENT (48 CFR CHAPTER 2) CLAUSES:

SOURCE        TITLE AND DATE

252.201-7000 Contracting Officer’s Representative (Dec 1991)

252.203-7001 Prohibition on Persons Convicted of Fraud or Other
             Defense-Contract Related Felonies (Dec 2004)

252.203-7002 Display of DOD Hotline Poster (Dec 1991)
             (Applies if this contract exceeds $5,000,000.)

252.204-7000 Disclosure of Information (Dec 1991)
             (Applicable only to those tasks for which task-
             related information has been identified as
             sensitive and inappropriate for public release.
             See Section C, Clause C-11, Disclosure of
             Information).)


252.204-7003 Control of Government Personnel Work Product (April
             1992)
252.204-7004 Alternate A (Nov 2003)

252.204-7005 Oral Attestation of Security Responsibilities (Nov
             2001)

                                  55
                                                           SECTION I
                                                   N00024-07-D-6239
                          REVISION L


252.205-7000 Provision of Information to Cooperative Agreement
             Holders (Dec 1991)


SOURCE       TITLE AND DATE

252.209-7004 Subcontracting with Firms that are Owned or
             Controlled by the Government of a Terrorist Country
             (Dec 2006)


252.211-7000 Acquisition Streamlining (Dec 1991)

252.211-7006 Radio Frequency Identification (Feb 2007)

252.215-7000 Pricing Adjustments (Dec 1991)
             Note: “Profit” is hereby construed to mean fee
             within the confines of a Cost Plus Fixed Fee
             contract.

252.215-7002 Cost Estimating System Requirements (Dec 2006)

252.219-7003 Small, Small Business Subcontracting Plan (DoD
             Contracts). (Apr 2007)

252.223-7004 Drug-Free Work Force (Sep 1988)

252.225-7001 Buy American Act and Balance of Payments Program
             (Jun 2005)

252.225-7002 Qualifying Country Sources as Subcontractors (Apr
             2003)

252.225-7004 Report of Intended Performance Outside the United
             States and Canada – Submission After Award ( May
             2007)



252.225-7006 Quarterly Reporting Of Actual Contract Performance
             Outside The United States (May 2007)

252.225-7007 Prohibition on Acquisition of United States
             Munitions List Items from Communist Chinese
             Military Companies (Sep 2006)


                              56
                                                          SECTION I
                                                N00024-07-D-6239
                          REVISION L


SOURCE       TITLE AND DATE

252.225-7012 Preference for Certain Domestic Commodities (Jan
             2007)

252.225-7013 Duty-Free Entry ( Oct 2006)

252.225-7014 Preference for Certain Domestic Specialty Metals
and Alt I    (Jun 2005) and Alternate I (Apr 2003)

252.225-7015 Restriction on Acquisition of Hand or Measuring
             Tools (Jun 2005)

252.225-7016 Restriction on Acquisition of Ball or Roller
             Bearings (Mar 2006)



252.225-7025 Restriction on Acquisition of Forgings (Jul 2006)

252.225-7030 Restriction On Acquisition Of Carbon, Alloy, And
             Armor Steel Plate (Dec 2006)

252.225-7031 Secondary Arab Boycott of Israel (Jun 2005)

252.225-7040 Contractor Personnel Authorized to Accompany U.S.
             Armed Forces Deployed Outside the United States
             (Jun 2006)

252.226-7001 Utilization of Indian Organizations, Indian-Owned
             Economic Enterprises, and Native Hawaiian Small
             Business Concerns (Sep 2004)

252.227-7013 Rights in Technical Data—Noncommercial Items (Nov
             1995)

252.227-7014 Rights in Noncommercial Computer Software and
             Noncommercial Computer Software Documentation (Jun
             1995)




                              57
                                                       SECTION I
                                                N00024-07-D-6239
                          REVISION L


SOURCE       TITLE AND DATE

252.227-7016 Rights in Bid or Proposal Information (Jun 1995)

252.227-7017 Identification and Assertion of Use, Release or
             Disclosure Restrictions (Jun 1995) (This provision
             provides guidance for assertions by ARL at UH which
             shall be documented in any resulting order.)

252.227-7019 Validation of Asserted Restrictions—Computer
             Software (Jun 1995)

252.227-7027 Deferred Ordering of Technical Data or Computer
             Software (Apr 1988)

252.227-7030 Technical Data—Withholding of Payment (Mar 2000)

252.227-7034 Patents—Subcontracts (Apr 1984)

252.227-7037 Validation of Restrictive Markings on Technical
             Data (Sep 1999)

252.227-7039 Patents—Reporting of Subject Inventions (Apr 1990)

252.231-7000 Supplemental Cost Principles (Dec 1991)

252.232-7003 Electronic Submission of Payment Requests (Mar
             2007)

252.232-7010 Levies on Contract Payments (Dec 2006)

252.242-7003 Application for U.S. Government Shipping
             Documentation/Instructions (Dec 1991)

252.243-7002 Requests for Equitable Adjustments (Mar 1998)

252.244-7000 Subcontracts for Commercial Items and Commercial
             Components (DOD Contracts) (Jan 2007)

252.245-7001 Reports of Government Property (May 1994)

252.246-7000 Material Inspection and Receiving Report (Mar 2003)

252.246-7003 Notification Of Potential Safety Issues (Jan 2007)

Updated through FAC 2005-15 and DFARS Change Notice 20070122

                              58
                                                         SECTION I
                                                  N00024-07-D-6239
                           REVISION L



SECTION I-2 – CLAUSES INCORPORATED IN FULL TEXT

52.215-19 NOTIFICATION OF OWNERSHIP CHANGES   (OCT 1997)

(a) The Contractor shall make the following notifications in
writing:
(1) When the Contractor becomes aware that a change in its
ownership has occurred, or is certain to occur, that could
result in changes in the valuation of its capitalized assets in
the accounting records, the Contractor shall notify the
Administrative Contracting Officer (ACO) within 30 days.
(2) The Contractor shall also notify the ACO within 30 days
whenever changes to asset valuations or any other cost changes
have occurred or are certain to occur as a result of a change in
ownership.

(b) The Contractor shall--
(1) Maintain current, accurate, and complete inventory records
of assets and their costs;
(2) Provide the ACO or designated representative ready access to
the records upon request;
(3) Ensure that all individual and grouped assets, their
capitalized values, accumulated depreciation or amortization,
and remaining useful lives are identified accurately before and
after each of the Contractor's ownership changes; and
(4) Retain and continue to maintain depreciation and
amortization schedules based on the asset records maintained
before each Contractor ownership change.

(c) The Contractor shall include the substance of this clause in
all subcontracts under this contract that meet the applicability
requirement of FAR 15.408(k).

52.215-21 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION
OTHER THAN COST OR PRICING DATA--MODIFICATIONS (OCT 1997) AND
ALTERNATE II (OCT 1997)

(a) Exceptions from cost or pricing data. (1) In lieu of
submitting cost or pricing data for modifications under this
contract, for price adjustments expected to exceed the threshold
set forth at FAR 15.403-4 on the date of the agreement on price
or the date of the award, whichever is later, the Contractor may
submit a written request for exception by submitting the
information described in the following subparagraphs. The
Contracting Officer may require additional supporting

                               59
                                                           SECTION I
                                                 N00024-07-D-6239
                           REVISION L

information, but only to the extent necessary to determine
whether an exception should be granted, and whether the price is
fair and reasonable--

(i) Identification of the law or regulation establishing the
price offered. If the price is controlled under law by periodic
rulings, reviews, or similar actions of a governmental body,
attach a copy of the controlling document, unless it was
previously submitted to the contracting office.

(ii) Information on modifications of contracts or subcontracts
for commercial items. (A) If—

(1) The original contract or subcontract was granted an
exception from cost or pricing data requirements because the
price agreed upon was based on adequate price competition or
prices set by law or regulation, or was a contract or
subcontract for the acquisition of a commercial item; and

(2) The modification (to the contract or subcontract) is not
exempted based on one of these exceptions, then the Contractor
may provide information to establish that the modification would
not change the contract or subcontract from a contract or
subcontract for the acquisition of a commercial item to a
contract or subcontract for the acquisition of an item other
than a commercial item.

(B) For a commercial item exception, the Contractor shall
provide, at a minimum, information on prices at which the same
item or similar items have previously been sold that is adequate
for evaluating the reasonableness of the price of the
modification. Such information may include—

(1) For catalog items, a copy of or identification of the
catalog and its date, or the appropriate pages for the offered
items, or a statement that the catalog is on file in the buying
office to which the proposal is being submitted. Provide a copy
or describe current discount policies and price lists (published
or unpublished), e.g., wholesale, original equipment
manufacturer, or reseller. Also explain the basis of each
offered price and its relationship to the established catalog
price, including how the proposed price relates to the price of
recent sales in quantities similar to the proposed quantities.

(2) For market-price items, the source and date or period of the
market quotation or other basis for market price, the base


                               60
                                                        SECTION I
                                                 N00024-07-D-6239
                            REVISION L

amount, and applicable discounts. In addition, describe the
nature of the market.

(3) For items included on an active Federal Supply Service
Multiple Award Schedule contract, proof that an exception has
been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an
authorized representative the right to examine, at any time
before award, books, records, documents, or other directly
pertinent records to verify any request for an exception under
this clause, and the reasonableness of price. For items priced
using catalog or market prices, or law or regulation, access
does not extend to cost or profit information or other data
relevant solely to the Contractor's determination of the prices
to be offered in the catalog or marketplace.

(b) Requirements for cost or pricing data. If the Contractor is
not granted an exception from the requirement to submit cost or
pricing data, the following applies:

(1) The Contractor shall submit cost or pricing data and
supporting attachments in accordance with Table 15-2 of FAR
15.408.

(2) As soon as practicable after agreement on price, but before
award (except for unpriced actions), the Contractor shall submit
a Certificate of Current Cost or Pricing Data, as prescribed by
FAR 15.406-2.

(c) When the proposal is submitted, also submit one copy each
to: (1) the Administrative Contracting Officer, and (2) the
Contract Auditor.

52.216-22   INDEFINITE QUANTITY (OCT 1995)

(a) This is an indefinite-quantity contract for the supplies or
services specified, and effective for the period stated, in the
Schedule. The quantities of supplies and services specified in
the Schedule are estimates only and are not purchased by this
contract.

(b) Delivery or performance shall be made only as authorized by
orders issued in accordance with the Ordering clause. The
Contractor shall furnish to the Government, when and if ordered,
the supplies or services specified in the Schedule up to and
including the quantity designated in the Schedule as the

                                61
                                                        SECTION I
                                                  N00024-07-D-6239
                            REVISION L

“maximum.” The Government shall order at least the quantity of
supplies or services designated in the Schedule as the
“minimum.”

(c) Except for any limitations on quantities in the Order
Limitations clause or in the Schedule, there is no limit on the
number of orders that may be issued. The Government may issue
orders requiring delivery to multiple destinations or
performance at multiple locations.

(d) Any order issued during the effective period of this
contract and not completed within that period shall be completed
by the Contractor within the time specified in the order. The
contract shall govern the Contractor's and Government's rights
and obligations with respect to that order to the same extent
as if the order were completed during the contract's effective
period; provided, that the Contractor shall not be required to
make any deliveries under this contract after the completion
date set forth in each order.


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

(a) The Government may extend the term of this contract by
written notice(s) to the Contractor within the periods specified
below. If more than one option exists, each option is independent
of any other option, and the Government has the right to
unilaterally exercise any such option whether or not it has
exercised other options.



     ITEM(S)             LATEST OPTION EXERCISE DATE

     0003                TBN

(b) If the Government exercises this option, the extended
contract shall be considered to include this 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 OF EFFORT" (NAVSEA
5252.216-9122), if the total staff-hours delineated in paragraph
(a) of the LEVEL OF EFFORT requirement, have not been expended
within the period specified above, the Government may require the

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Contractor to continue to perform the work until the total number
of staff-hours specified in paragraph (a) of the aforementioned
requirement have been expended.

52.222-2   PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the
overtime premium cost does not exceed zero dollars or the
Overtime Premium is paid for work that is:
(1) Necessary to cope with emergencies such as those resulting
from accidents, natural disasters, breakdowns of production
equipment, or occasional production bottlenecks of a sporadic
nature;
(2) By indirect-labor employees such as those performing duties
in connection with administration, protection, transportation,
maintenance, standby plant protection, operation of utilities,
or accounting;
(3) To perform tests, industrial processes, laboratory
procedures, loading or unloading of transportation conveyances,
and operations in flight or afloat that are continuous in nature
and cannot 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 shall include 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 the Contracting Officer to evaluate the
necessity for the overtime;
(2) Demonstrate the effect that denial of the request will have
on the contract delivery or performance schedule;
(3) Identify the extent to which approval of overtime would
affect the performance or payments in connection 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 by employing additional
personnel.



52.222-50 COMBATING TRAFFICKING IN PERSONS (Jan 2007) (ALT I)
  (a) Definitions. As used in this clause—
  “Coercion” means—


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     (1) Threats of serious harm to or physical restraint
against any person;
     (2) Any scheme, plan, or pattern intended to cause a person
to believe that failure to perform an act would result in
serious harm to or physical restraint against any person; or
     (3) The abuse or threatened abuse of the legal process.
  “Commercial sex act” means any sex act on account of which
anything of value is given to or received by any person.
  “Debt bondage” means the status or condition of a debtor
arising from a pledge by the debtor of his or her personal
services or of those of a person under his or her control as a
security for debt, if the value of those services as reasonably
assessed is not applied toward the liquidation of the debt or
the length and nature of those services are not respectively
limited and defined.
  “Employee” means an employee of the Contractor directly
engaged in the performance of work under the contract who has
other than a minimal impact or involvement in contract
performance.
“Involuntary servitude” includes a condition of servitude
induced by means of—
     (1) Any scheme, plan, or pattern intended to cause a person
to believe that, if the person did not enter into or continue in
such conditions, that person or another person would suffer
serious harm or physical restraint; or
     (2) The abuse or threatened abuse of the legal process.
  “Severe forms of trafficking in persons” means—
     (1) Sex trafficking in which a commercial sex act is
induced by force, fraud, or coercion, or in which the person
induced to perform such act has not attained 18 years of age; or
     (2) The recruitment, harboring, transportation, provision,
or obtaining of a person for labor or services, through the use
of force, fraud, or coercion for the purpose of subjection to
involuntary servitude, peonage, debt bondage, or slavery.
  “Sex trafficking” means the recruitment, harboring,
transportation, provision, or obtaining of a person for the
purpose of a commercial sex act.
  (b) Policy. The United States Government has adopted a zero
tolerance policy regarding trafficking in persons. Contractors
and contractor employees shall not –
     (1) Engage in severe forms of trafficking in persons during
the period of performance of the contract;
     (2) Procure commercial sex acts [during the period of
performance of the contract; or
     (3) Use forced labor in the performance of the contract.
   (c) Contractor requirements.      The Contractor shall -
          (1) Notify its employees of -

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           (i) (A) The United States Government's zero tolerance
           policy described in paragraph (b) of this clause; and,
               (B) The following directive(s) or notice(s) applicable
               to employees performing work at the contract place(s)
               of performance as indicated below:

               Document Title Document may be obtained from:
               Applies to performance in/at:
               ____TO BE IDENTIFIED IN APPLICABLE ORDER     _____
               __________________________________________________
               __________________________________________________
               __________________________________________________
               __________________________________________________
               (Contracting Officer shall insert title of
               directive/notice; indicate the document is attached or
               provide source (such as website link) for obtaining
               document; and, indicate the contract performance
               location outside the U.S. to which the document
               applies.)
           (ii) The actions that will be taken against employees
for violations of this policy. Such actions may include, but are
not limited to, removal from the contract, reduction in
benefits, or termination of employment; and
         (2) Take appropriate action, up to and including
termination, against employees or subcontractors that violate
the policy in paragraph (b) of this clause.
  (d) Notification. The Contractor shall inform the Contracting
Officer immediately of —
     (1) Any information it receives from any source (including
host country law enforcement) that alleges a Contractor
employee, subcontractor, or subcontractor employee has engaged
in conduct that violates this policy; and
     (2) Any actions taken against Contractor employees,
subcontractors, or subcontractor employees pursuant to this
clause.
  (e) Remedies. In addition to other remedies available to the
Government, the Contractor's failure to comply with the
requirements of paragraphs (c), (d), or (f) of this clause may
render the Contractor subject to—
     (1) Required removal of a Contractor employee or employees
from the performance of the contract;
     (2) Required subcontractor termination;
     (3) Suspension of contract payments;
     (4) Loss of award fee, consistent with the award fee plan,
for the performance period in which the Government determined
Contractor non-compliance;
     (5) Termination of the contract for default, in accordance
with the termination clause of this contract; or
     (6) Suspension or debarment.
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  (f) Subcontracts. The Contractor shall include the substance
of this clause, including this paragraph (f), in all
subcontracts.
                    (End of clause)



52.234-1 INDUSTRIAL RESOURCES DEVELOPED UNDER DEFENSE
PRODUCTION ACT TITLE III (DEC 1994)

(a) Definitions. "Title III industrial resource" means
materials, services, processes, or manufacturing equipment
(including the processes, technologies, and ancillary services
for the use of such equipment) established or maintained under
the authority of Title III, Defense Production Act (50 U.S.C.
App. 2091-2093).

     "Title III project contractor" means a contractor that has
received assistance for the development or manufacture of an
industrial resource under 50 U.S.C. App. 2091-2093, Defense
Production Act.

(b) The Contractor shall refer any request from a Title III
project contractor for testing and qualification of a Title III
industrial resource to the Contracting Officer.

(c) Upon the direction of the Contracting Officer, the
Contractor shall test Title III industrial resources for
qualification. The Contractor shall provide the test results to
the Defense Production Act Office, Title III Program, located
at Wright Patterson Air Force Base, Ohio 45433-7739.

(d) When the Contracting Officer modifies the contract to direct
testing pursuant to this clause, the Government will provide
the Title III industrial resource to be tested and will make an
equitable adjustment in the contract for the costs of testing
and qualification of the Title III industrial resource.

(e) The Contractor agrees to insert the substance of this
clause, including paragraph (e), in every subcontract issued in
performance of this contract.




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52.244-2   SUBCONTRACTS (AUG 1998) AND ALTERNATE I (MAR 2005)

(a) Definitions. As used in this clause-

          "Approved purchasing system" means a Contractor's
purchasing system that has been reviewed and approved 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 enter into a
particular subcontract.

          "Subcontract" means any contract, as defined in FAR
Subpart 2.1, entered into by a subcontractor to furnish supplies
or services for performance of the prime contract or a
subcontract. It includes, but is not limited to, purchase
orders, and changes and modifications to purchase orders.

 (b) This clause does not apply to subcontracts for special test
equipment.
 (c) When this clause is included in a fixed-price type
contract, consent to subcontract is required only on unpriced
contract actions (including unpriced modifications or unpriced
delivery orders), and only if required in accordance with
paragraph (d)(or (e) or this clause.

(d) If the contractor does not have an approved purchasing
system, consent to subcontract is required 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 National Aeronautics and
Space Administration, the greater of the simplified acquisition
threshold or 5 percent of the total estimated cost of the
contract; or

                    (ii) For contracts awarded by a civilian
agency other that the Coast Guard and the National Aeronautics
and Space Administration, either the simplified acquisition


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threshold or 5 percent of the total estimated cost of the
contract.

(e) If the Contractor has an approved purchasing system, the
Contractor nevertheless shall obtain the Contracting Officer's
written consent before placing the following subcontracts:

(f)(1) The Contractor shall notify the Contracting Officer
reasonably in advance of placing any subcontract or modification
thereof for which consent is required under paragraph (c), (d),
or (e) of this 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 cost or pricing data and Certificate of Current
Cost or Pricing Data, if required by other contract provisions.

                    (vi) The subcontractor's Disclosure
Statement or Certificate relating to Cost Accounting Standards
when 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 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 cost or pricing
data in determining the price objective and in negotiating the
final price;

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                         (E) The extent to which it was
recognized in the negotiation that the subcontractor's cost or
pricing data were not accurate, complete, or current; the action
taken by the Contractor and the subcontractor; 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
price negotiated; and

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

(f)(2) Unless the Contractor maintains an approved purchasing
system, the Contractor shall notify the Contracting Officer in
advance of entering into any (i) cost-plus-fixed-fee
subcontract, or (ii) fixed-price subcontract that exceeds the
greater of the simplified acquisition threshold or 5 percent of
the total estimated cost of this contract. The notification
shall include the information required by paragraphs (f)(1)(i)
through (f)(1)(iv) of this clause.

(g) Unless the consent or approval specifically provides
otherwise, neither consent by the Contracting Officer to any
subcontract nor approval of the Contractor's purchasing system
shall constitute 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.

(h) No subcontract or modification thereof placed under this
contract shall provide for payment on a cost-plus-a-percentage-
of-cost basis, and any fee payable under cost-reimbursement type
subcontracts shall not exceed the fee limitations in FAR 15.404-
4(c)(4)(i).
(i) The Contractor shall give the Contracting Officer immediate
written notice of any action or suit filed and prompt notice of
any claim made against the Contractor by any subcontractor or

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vendor that, in the opinion of the Contractor, may result in
litigation related in any way to this contract, with respect to
which the Contractor may be entitled to reimbursement from the
Government.

(j) The Government reserves the right to review the Contractor's
purchasing system as set forth in FAR Subpart 44.3.

(k) Paragraphs (d) and (f) of this clause do not apply to the
following subcontracts, which were evaluated during
negotiations: TBN

52.244-6   SUBCONTRACTS FOR COMMERCIAL ITEMS (JUL 2004)

 (a) Definitions. As used in this clause--
     "Commercial item," has the meaning contained in Federal
Acquisition Regulation 2.101, Definitions.
"Subcontract," includes a transfer of commercial items between
divisions, subsidiaries, or affiliates of the Contractor or
subcontractor at any tier.

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

(c)(1) The Contractor shall insert the following clauses in
subcontracts for commercial items:
(i) 52.219-8, Utilization of Small Business Concerns (MAY 2004)
(15 U.S.C. 637(d)(2) and (3)), in all subcontracts that offer
further subcontracting opportunities. If the subcontract
(except subcontracts to small business concerns) exceeds
$500,000 ($1,000,000 for construction of any public facility),
the subcontractor must include 52.219-8 in lower tier
subcontracts that offer subcontracting opportunities.
(ii) 52.222-26, Equal Opportunity (APR 2002) (E.O. 11246).
 (iii) 52.222-35, Equal Opportunity for Disabled Veterans,
Veterans of the Vietnam Era, and Other Eligible Veterans (DEC
2001) (38 U.S.C. 4212(a)).
 (iv) 52.222-36, Affirmative Action for Workers with
Disabilities (JUN 1998) (29 U.S.C. 793).
       (v) 52.247-64, Preference for Privately Owned U.S.-
Flagged Commercial Vessels (Feb 2006) (46 U.S.C. Appx 1241 and
10 U.S.C.2631) (flow down required in accordance with paragraph
(d) of FAR clause 52.247-64.



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

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




52.252-2   CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference,
with the same force and effect as if they were given in full
text. Upon request, the Contracting Officer will make their full
text available. Also, the full text of a clause may be accessed
electronically at this/these address(es):

FAR clauses & provisions: http://farsite.hill.af.mil/VFFARA.HTM
DFARS clauses & provisions:
http://farsite.hill.af.mil/VFDFARA.HTM
NMCARS/NMCAG clauses & provisions:
http://farsite.hill.af.mil/vfnapsa.htm

52.252-6   AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal
Acquisition Regulation (48 CFR Chapter 1) clause with an
authorized deviation is indicated by the addition of
"(DEVIATION)" after the date of the clause.

(b) The use in this solicitation or contract of any Defense
Federal Acquisition Regulation Supplement (48 CFR Chapter 2)
clause with an authorized deviation is indicated by the addition
of "(DEVIATION)" after the name of the regulation.

252.211-7003   ITEM IDENTIFICATION AND VALUATION (JUN 2005)

(a)   Definitions.   As used in this clause—

          “Automatic identification device” means a device, such
as a reader or interrogator, used to retrieve data encoded on
machine-readable media.

           “Concatenated unique item identifier” means—

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                 (1) For items that are serialized within the
enterprise   identifier, the linking together of the unique
identifier   data elements in order of the issuing agency code,
enterprise   identifier, and unique serial number within the
enterprise   identifier; or

               (2) For items that are serialized within the
original part, lot, or batch number, the linking together of the
unique identifier data elements in order of the issuing agency
code, enterprise identifier, original part, lot, or batch
number, and serial number within the original part, lot, or
batch number.

          “Data qualifier” means a specified character (or
string of characters) that immediately precedes a data field
that defines the general category or intended use of the data
that follows.

          “DoD recognized unique identification equivalent”
means a unique identification method that is in commercial use
and has been recognized by DoD. All DoD recognized unique
identification equivalents are listed at
http://www.acq.osd.mil/dpap/UID/equivalents.html.

          “DoD unique item identification” means a system of
marking items delivered to DoD with unique item identifiers that
have machine-readable data elements to distinguish an item from
all other like and unlike items.

               For items that are serialized within the
enterprise identifier, the unique item identifier shall include
the data elements of the enterprise identifier and unique serial
number.

               For items that are serialized within the part,
lot, or batch number within the enterprise identifier, the
unique item identifier shall include the data elements of the
enterprise identifier, the original part, lot or batch number,
and the serial number.

          “Enterprise” means the entity (e.g., a manufacturer or
vendor) responsible for assigning unique item identifiers to
items.

          “Enterprise identifier” means a code that is uniquely
assigned to an enterprise by an issuing agency.

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          “Government’s unit acquisition cost” means—

               (1) For fixed-price type line, subline, or
exhibit line items, the unit price identified in the contract at
the time of delivery;
               (2) For cost-type or undefinitized line,
subline, or exhibit line items, the Contractor’s estimate fully
burdened unit cost to the Government for each item at the time
of delivery; and

               (3) For items produced under a time-and-
materials contract, the Contractor’s estimated fully burdened
unit cost to the Government at the time of delivery.

          “Issuing agency” means an organization responsible for
assigning a non-repeatable identifier to an enterprise (i.e.,
Dun & Bradstreet’s Data Universal Numbering System (DUNS)
Number, Uniform Code Council (UCC) / EAN International (EAN)
Company Prefix, or Defense Logistics Information System (DLIS)
Commercial and Government Entity (CAGE) Code).

          “Issuing agency code” means a code that designates the
registration (or controlling) authority for the enterprise
identifier.

          “Item” means a single hardware article or a single
unit formed by a grouping of subassemblies, component or
constituent parts.

          “Lot or batch number” means an identifying number
assigned by the enterprise to a designated group of items,
usually referred to as either a lot or a batch, all of which
were manufactured under identical conditions.

          “Machine-readable” means an automatic identification
technology media, such as bar codes, contact memory buttons,
radio frequency identification, or optical memory cards.

          “Original part number” means a combination of numbers
or letters assigned by the enterprise at item creation to a
class of items with the same form, fit, function, and interface.

          “Parent item” means the item assembly, intermediate
component, or subassembly that has an embedded item with a
unique item identifier or DoD recognized unique identification
equivalent.

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          “Serial number within the enterprise identifier” means
a combination of numbers, letters, or symbols assigned by the
enterprise to an item that provides for the differentiation of
that item from any other like and unlike item and is never used
again within the enterprise.

          “Serial number within the part, lot or batch number”
means a combination of numbers or letters assigned by the
enterprise to an item that provides for the differentiation of
that item from any other like item within a part, lot or batch
number assignment.

          “Serialization within the enterprise identifier” means
each item produced is assigned a serial number that is unique
among all the tangible items produced by the enterprise and is
never used again. The enterprise is responsible for ensuring
unique serialization within the enterprise identifier.

          “Serialization within the part, lot or batch number”
means each item of a particular part, lot or batch number is
assigned a unique serial number within that part, lot or batch
number assignment. The enterprise is responsible for ensuring
unique serialization within the part, lot or batch number within
the enterprise identifier.

          “Unique item identifier” means a set of data elements
marked on items that is globally unique and unambiguous.

          “Unique item identifier type” means a designator to
indicate which method of uniquely identifying a part has been
used. The current list of accepted unique item identifier types
is maintained at http://www.acq.osd.mil/dpap/UID/uid_types.html.

(b) The Contractor shall deliver all items under a contract
line, subline, or exhibit line item.

(c) DoD unique item identification or DoD recognized unique
identification equivalents.

          (1) The Contractor shall provide unique item
identification marking, or a DoD recognized unique
identification equivalent, for--

All delivered items for which the Government’s unit acquisition
cost is $5,000 or more; and


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               (ii) The following items for which the
Government’s unit acquisition cost is less than $5,000:

Contract Line, Subline, or                   Item Description
Exhibit Line Item Number
_______________________________________________________________

_______________________________________________________________

_______________________________________________________________

               (iii) Subassemblies, components, and parts
embedded within delivered items as specified in Attachment
Number         .

          (2) The concatenated unique item identifier and the
component data elements of the DoD unique item identification or
DoD recognized unique identification equivalent shall not change
over the life of the item.

          (3) Data syntax and semantics of DoD unique item
identification and DoD recognized unique identification
equivalents. The Contractor shall ensure that--

               (i) The encoded data elements (except issuing
agency code of the unique item identifier are marked) on the
item using one of the following three types of data qualifiers,
as determined by the Contractor:

                    (A) Data Identifiers (DIs) (Format 06) in
accordance with ISO/IEC International Standard 15418,
Information Technology – EAN/UCC Application Identifiers and
ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and
Maintenance.

                    (B) Application Identifiers (AIs) (Format
05), in accordance with ISO/IEC International Standard 15418,
Information Technology – EAN/UCC Application Identifiers and
ANSI MH 10 Data Identifiers and ANSI MH 10 Data Identifiers and
Maintenance.

                    (C) Text Element Identifiers (TEIs), in
accordance with the DoD collaborative solution “DD” format for
use until the solution is approved by ISO/IEC JTC1 SC 31. The
“DD” format is described in Appendix D of the DoD guide to
Uniquely Identifying Tangible Items, available at
http://www.acq.osd.mil/dpap/UID/guides.htm; and

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               (ii) The encoded data elements of the unique
item identifier conform to ISO/IEC International Standard 15434,
Information Technology – Syntax for High Capacity Automatic Data
Capture Media.

          (4) DoD unique item identification and DoD recognized
unique identification equivalents.

               (i)    The Contractor shall--

                    (A) Determine whether to serialize within
the enterprise identifier or serialize within the part, lot, or
batch number; and

                    (B) Place the data elements of the unique
item identifier (enterprise identifier, serial number, and, for
serialization within the part, lot or batch number only,
original part, lot or batch number) on items requiring marking
by paragraph (c)(1) of this clause, based on the criteria
provided in the version of MIL-STD-130, Identification Marking
of U.S. Military Property, cited in the contract schedule.

               (ii)   The issuing agency code—

                      (A)   Shall not be placed on the item; and

                    (B) Shall be derived from the data
qualifier for the enterprise identifier.

(d) For each item that requires unique item identification
under paragraph (c)(1)(i) or (ii) of this clause, in addition to
the information provided as part of the Material Inspection and
Receiving Report specified elsewhere in this contract, the
Contractor shall report at the time of delivery, either as part
of, or associated with, the Material Inspection and Receiving
Report, the following information:

     (1)   Concatenated unique item identifier; or DoD recognized
        unique identification equivalent.

     (2)   Unique item identifier type.

     (3)   Issuing agency code (if concatenated unique item
        identifier is used).

     (4)   Enterprise identifier (if concatenated unique item

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                             REVISION L

        identifier is used).

     (5)    Original part number.

     (6)    Lot or batch number.

     (7)   Current part number (if not the same as the original
        part number).

     (8)    Current part number effective date.

     (9)    Serial number.

     (10)   Government’s unit acquisition cost.


(e) For embedded DoD serially managed subassemblies,
components, and parts that require unique item identification
under paragraph (c)(1)(iii) of this clause, the Contractor shall
provide report at the time of delivery, either as part of, or
associated with the Material Inspection and Receiving Report
specified elsewhere in this contract; the following information:

      (1) Concatenated unique item identifier or DoD recognized
unique identification equivalent of the parent item delivered under
a contract line, subline, or exhibit line item that contains the
embedded subassembly, component, or part.

      (2) Concatenated unique item identifier or DoD recognized
unique identification equivalent of the embedded subassembly,
component, or part.

     (3)    Unique item identifier type.**

     (4)   Issuing agency code (if concatenated unique item
        identifier is used).**

     (5)   Enterprise identifier (if concatenated unique item
        identifier is used).**

     (6)    Original part number.**

     (7)    Lot or batch number.**

     (8)   Current part number (if not the same as the original
        part number.**


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      (9)    Current part number effective date.**

      (10)   Serial number.**

      (11)   Unit of measure.*

      (12)   Description.

**   Once per item.

(f) The Contractor shall submit the information required by
paragraphs (d) and (e) of this clause in accordance with the
data submission procedures at
http://www.acq.osd.mil/dpap/UID/DataSubmission.htm.

(g) Subcontracts. If paragraph (c)(1) of this clause applies,
the Contractor shall include this clause, including this
paragraph (g), in all subcontracts issued under this contract.


252.225-7043 ANTITERRORISM/FORCE PROTECTION POLICY FOR DEFENSE
CONTRACTORS OUTSIDE THE UNITED STATES (MAR 2006)

(a) Definition. “United States,” as used in this clause, means,
the 50 States, the District of Columbia, and outlying areas.

(b) Except as provided in paragraph (c) of this clause, the
Contractor and its subcontractors, if performing or traveling
outside the United States under this contract, shall:

      (1) Affiliate with the Overseas Security Advisory Council,
      if the Contractor or subcontractor is a U.S. entity;

      (2) Ensure that Contractor and subcontractor personnel who
      are U.S. nationals and are in-country on a non-transitory
      basis, register with the U.S. Embassy, and that Contractor
      and subcontractor personnel who are third country nationals
      comply with any security related requirements of the
      Embassy of their nationality;

      (3) Provide, to Contractor and subcontractor personnel,
      antiterrorism/force protection awareness information
      commensurate with that which the Department of Defense
      (DoD) provides to its military and civilian personnel and
      their families, to the extent such information can be made
      available prior to travel outside the United States; and


                                    78
                                                            SECTION I
                                                  N00024-07-D-6239
                            REVISION L

      (4) Obtain and comply with the most current
      antiterrorism/force protection guidance for Contractor and
      subcontractor personnel.

(c) The requirements of this clause do not apply to any
subcontractor that is:

      (1) A foreign government;

      (2) A representative of a foreign government; or

      (3) A foreign corporation wholly owned by a foreign
      government.

(d) Information and guidance pertaining to DoD
antiterrorism/force protection can be obtained from Naval
Criminal Investigative Service (NCIS), Code N3AT, Telephone,
(703) 614-9299.


252.247-7023   TRANSPORTATION OF SUPPLIES BY SEA (MAY 2002)

(a)   Definitions. As used in this clause—
          (1) “Components” means articles, materials, and
supplies incorporated directly into end products at any level of
manufacture, fabrication, or assembly by the Contractor or any
subcontractor.
          (2) “Department of Defense” (DoD) means the Army,
Navy, Air Force, Marine Corps, and defense agencies.
          (3) “Foreign flag vessel” means any vessel that is
not a U.S.-flag vessel.
          (4) “Ocean transportation” means any transportation
aboard a ship, vessel, boat, barge, or ferry through
international waters.
          (5) “Subcontractor” means a supplier, materialman,
distributor, or vendor at any level below the prime contractor
whose contractual obligation to perform results from, or is
conditioned upon, award of the prime contract and who is
performing any part of the work or other requirement of the
prime contract.
          (6) “Supplies” means all property, except land and
interests in land, that is clearly identifiable for eventual use
by or owned by the DoD at the time of transportation by sea.
                (i) An item is clearly identifiable for eventual
use by the DoD if, for example, the contract documentation
contains a reference to a DoD contract number or a military
destination.

                                  79
                                                            SECTION I
                                                 N00024-07-D-6239
                           REVISION L

               (ii) “Supplies” includes (but is not limited to)
public works; buildings and facilities; ships; floating
equipment and vessels of every character, type, and description,
with parts, subassemblies, accessories, and equipment; machine
tools; material; equipment; stores of all kinds; end items;
construction materials; and components of the foregoing.
          (7) “U.S.-flag vessel” means a vessel of the United
States or belonging to the United States, including any vessel
registered or having national status under the laws of the
United States.

(b)(1) The Contractor shall use U.S.-flag vessels when
transporting any supplies by sea under this contract.
          (2) A subcontractor transporting supplies by sea
under this contract shall use U.S.-flag vessels if—
               (i) This contract is a construction contract; or
               (ii) The supplies being transported are—
                    (A) Noncommercial items; or
                    (B) Commercial items that—
                         (1) The Contractor is reselling or
distributing to the Government without adding value (generally,
the Contractor does not add value to items that it subcontracts
for f.o.b. destination shipment);
                         (2) Are shipped in direct support of
U.S. military contingency operations, exercises, or forces
deployed in humanitarian or peacekeeping operations; or
                         (3) Are commissary or exchange cargoes
transported outside of the Defense Transportation System in
accordance with 10 U.S.C. 2643.

(c) The Contractor and its subcontractors may request that the
Contracting Officer authorize shipment in foreign-flag vessels,
or designate available U.S.-flag vessels, if the Contractor or a
subcontractor believes that—
          (1) U.S.-flag vessels are not available for timely
shipment;
          (2) The freight charges are inordinately excessive or
unreasonable; or
          (3) Freight charges are higher than charges to
private persons for transportation of like goods.
(d) The Contractor must submit any request for use of other
than U.S.-flag vessels in writing to the Contracting Officer at
least 45 days prior to the sailing date necessary to meet its
delivery schedules. The Contracting Officer will process
requests submitted after such date(s) as expeditiously as
possible, but the Contracting Officer's failure to grant
approvals to meet the shipper's sailing date will not of itself

                               80
                                                        SECTION I
                                                 N00024-07-D-6239
                           REVISION L

constitute a compensable delay under this or any other clause of
this contract. Requests shall contain at a minimum—
          (1) Type, weight, and cube of cargo;
          (2) Required shipping date;
          (3) Special handling and discharge requirements;
          (4) Loading and discharge points;
          (5) Name of shipper and consignee;
          (6) Prime contract number; and
          (7) A documented description of efforts made to
secure U.S.-flag vessels, including points of contact (with
names and telephone numbers) with at least two U.S.-flag
carriers contacted. Copies of telephone notes, telegraphic and
facsimile message or letters will be sufficient for this
purpose.

 (e) The Contractor shall, within 30 days after each shipment
covered by this clause, provide the Contracting Officer and the
Maritime Administration, Office of Cargo Preference, U.S.
Department of Transportation, 400 Seventh Street SW, Washington,
DC 20590, one copy of the rated on board vessel operating
carrier's ocean bill of lading, which shall contain the
following information:
           (1) Prime contract number;
           (2) Name of vessel;
           (3) Vessel flag of registry;
           (4) Date of loading;
           (5) Port of loading;
           (6) Port of final discharge;
           (7) Description of commodity;
           (8) Gross weight in pounds and cubic feet if
available;
           (9) Total ocean freight in U.S. dollars; and
           (10) Name of steamship company.

(f) The Contractor shall provide with its final invoice under
this contract a representation that to the best of its knowledge
and belief—
          (1) No ocean transportation was used in the
performance of this contract;
          (2) Ocean transportation was used and only U.S.-flag
vessels were used for all ocean shipments under the contract;
          (3) Ocean transportation was used, and the Contractor
had the written consent of the Contracting Officer for all non-
U.S.-flag ocean transportation; or
          (4) Ocean transportation was used and some or all of
the shipments were made on non-U.S.-flag vessels without the


                               81
                                                        SECTION I
                                                 N00024-07-D-6239
                           REVISION L

written consent of the Contracting Officer. The Contractor
shall describe these shipments in the following format:

                 ITEM          CONTRACT LINE
                 DESCRIPTION   ITEMS           QUANTITY

         TOTAL

(g) If the final invoice does not include the required
representation, the Government will reject and return it to the
Contractor as an improper invoice for the purposes of the Prompt
Payment clause of this contract. In the event there has been
unauthorized use of non-U.S.-flag vessels in the performance of
this contract, the Contracting Officer is entitled to equitably
adjust the contract, based on the unauthorized use.

(h) In the award of subcontracts for the types of supplies
described in paragraph (b)(2) of this clause, the Contractor
shall flow down the requirements of this clause as follows:

     (1) The Contractor shall insert the substance of this
clause, including this paragraph (h), in subcontracts that
exceed the simplified acquisition threshold in Part 2 of the
Federal Acquisition Regulation.
     (2) The Contractor shall insert the substance of paragraphs
(a) through (e) of this clause, and this paragraph (h), in
subcontracts that are at or below the simplified acquisition
threshold in Part 2 of the Federal Acquisition Regulation.




                               82
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                                                  N00024-07-D-6239
                            REVISION L


SECTION J – LIST OF ATTACHMENTS

The following document(s), exhibit(s), and other attachment(s)
form a part of this contract:

Exhibits “A” -   Contract Data Requirements List, DD1423,
                 1 Page

Attachment (1) - Task Preparation Instructions, 7 Pages

     Appendix A – Task Description Template, __4 Pages
     Appendix B – Task Description Revision Template, 1 Page

Attachment (2) - Contract Security Classification
                 Specification, DD Form 254, 2 page(s);

Attachment (3) - Small Business Subcontracting Plan dated
                 09 August 2007

Attachment (4)   - Government Furnished Property (RESERVED)

Attachment (5)   - Non-Disclosure Agreement (NDA) applicable to
                   an order.




                                  83
                                                          SECTION J
 APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
               UH) - TASK PREPARATION INSTRUCTIONS


1.   BACKGROUND.

Each Order placed on contract shall be based on the information
provided via the Task Description Form (Appendix A). Revisions
to a Task Description, resulting from changes to items such as
the statement of work, deliverables, or the task estimate shall
be made via the Task Description Revision Form (Appendix B).

Each UARC Task Description Form should be prepared and approved
by the task sponsor, or submitted by the UARC as a proposed task
for review and approval by the task sponsor. Both the UARC and
the task sponsor must approve the task before submission to
NAVSEA 106 for incorporation into the UARC contract. The
approved task represents the task sponsor’s requirement for UARC
services.

NOTE: If Government Furnished Information marked with
restrictive markings is required for performance of the Task, a
Non-Disclosure Agreement (NDA) must be executed by ARL at UH, in
accordance with DFARS 227.7103-7 signed off and become part of
the order. ARL at UH will have the burden of coordinating with
the sponsor and Government personnel to get NDAs signed and
provided to the PCO prior to order award.

The following guidance is provided to assist in the completion of
the numbered sections of the task description form. Additional
information is provided in the NAVSEA UARC Guidance Letter dated
24 June 2002, or its successor document.

2.   GUIDANCE FOR COMPLETING THE TASK DESCRIPTION FORM

      a.   Block 1 Title - Self explanatory. The Task
      Description title shall be placed on the sponsor
      representations and certifications page as well (last page
      of TD).

      b.   Block 2   TD Number – Determined by the UARC.

      c.   Block 3 Type of Task – Tasks shall be identified as
      one of three types: (a) term/severable, (b) term/non-
      severable or (C) completion. The contract provided
      definitions for “term” and “completion”.   “Severable” and
      “Non-severable” are terms defined by appropriation law. Any
      task may be designated as term/severable at the discretion
      of the task sponsor. Tasks that are term/non-severable or
      completion type must be documented in the task description
      in a manner that qualifies these types of tasks. The final
      determination that a task qualifies as term/non-severable or


                                  1
                                                     Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS


    completion type shall be made by the Procuring Contracting
    Officer at NAVSEA based on the Task Description, after
    consultation with the NAVSEA Contracting Officer
    Representative, legal staff, the NAVSEA comptroller, ARL at
    UH, and the program sponsor.

    d.    Block 4 Performance End Date - Indicate the expected
    end date for the Task Description, consistent with the cost
    estimate, the period of availability of the funds, the task
    type, and the date of the last deliverable item. It is
    preferred that performance end dates be stated as a number
    of months ARO (after receipt of order) instead of a calendar
    date.

    e. Block 5 Total Estimated Cost - Indicate the total
    estimated cost applicable to in-house effort and the total
    estimated cost applicable to contracted services. The UARC
     shall also indicate the total estimated staff hours for the
    task. Concurrent with the Task Description, the UARC shall
    provide a detailed cost estimate consistent with the Block 5
    total estimated cost. A cost proposal and budget shall be
    submitted with each Task Description. NAVSEA will evaluate
    all elements of cost for each Task Description proposed.
    Complete, accurate, and supported budget data shall be
    provided to expedite NAVSEA review and approval.

    Please note the following types of information shall be
    provided for each proposed cost element:

    Salaries, Wage, and Grad Assistants - Proposed labor costs
    are based on employees’ current actual rates, escalated
    annually on the date used and approved by the University
    Staff.

    Supplies and Materials, Consulting, Purchased Services,
    Specialty Services, Software, Miscellaneous. Include item
    quantity, description, supplier, unit cost, total cost, and
    basis of estimate in estimating the cost of this category.


    Travel Proposed trips shall be priced in accordance with
    Section B.11 of the contract. Trip estimates include
    destination, purpose, # trips, # travelers, # days, and
    current rates for transportation, lodging, and meals.
    Note: Foreign travel shall also be listed on the TD under
    line item 19 ‘Special Requirements’ and include cost, basis
    of estimate, and technical justification.



                               2
                                                  Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS


    Non-Capital (Computer) Equipment – Proposed items of
    (computer) equipment less than $5K are budgeted and detailed
    the same as Supplies and Materials above. Note: Equipment
    costs shall also be listed on the TD under line item 19
    ‘Special Requirements’ and include cost, basis of estimate,
    and technical justification.

    Capital (Computer) Equipment - Proposed items of (computer)
    equipment costing $5K or more are budgeted and detailed the
    same as Supplies and Materials above. Note: Capital
    Equipment cost shall also be listed on the TD under line
    item 19 ‘Special Requirements’ and include cost, basis of
    estimate, and technical justification.

    Subcontracts - Proposed subcontracted effort is budgeted
    and detailed the same as Supplies and Materials above.
    Note: Subcontractor costs shall also be listed on the Task
    Description under line item 20 ‘Subcontracts’ and include
    contractor name, scope of work, and estimated cost.

    f. Block 6 Sponsor Technical Representative (TR) -
    Indicate the name, code, agency, and address of the
    individual the sponsor has chosen as their technical
    representative to monitor task performance. This
    representative shall provide assistance to the program
    sponsor in completing information in Block 22. Note: When
    contract distribution is made, it shall be made to the
    address shown in this block. Therefore, it is incumbent upon
    sponsors to keep this information up to date.

    g.   Block 7   Sponsor TR Telephone - self-explanatory.

    h.   Block 8   Sponsor TR Internet Address - self-explanatory.

    i. Block 9 ARL at UH Technical Representative Identify
    the individual responsible for the technical work to be
    performed under the task.

    j. Block 10 ARL at UH Technical Representative Telephone
    Number - self-explanatory.

    k. Block 11 ARL at UH Technical Representative Internet
    Address - self-explanatory.

    l. Block 12 Technical Area and Title - Indicate the
    applicable core competency from Section C of the basic
    contract. By signing the Task Description, the sponsoring
    organization indicates its concurrence.


                                 3
                                                    Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS



    m. Block 13 Security Classification - Indicate the highest
    level of Classification (i.e. UNCLASSIFIED, CONFIDENTIAL,
    SECRET, TOP SECRET) of the work or information required in
    performance of the Task Description. Each individual Task
    Description involving classified work shall require a DD
    Form 254 to be submitted with the Task Description form.
    The task shall not be placed on contract until the DD254 is
    provided. The completion date on the DD Form 254 must be
    consistent with the completion date on the Task Description.

    n. Block 14 Funding Appropriation – If the UARC is
    drafting the task, the UARC Technical Representative shall
    contact the task sponsor to determine the type of funding
    planned for the task, and the RDT&E category in the case of
    RDT&E funding. The work described in the Task Description
    must be consistent with the planned funding appropriation.
    Also for RDT&E funded tasks, the UARC shall request that the
    sponsor identify the RDT&E Program Element number or the
    category of R&D funding supplied (i.e., 6.1, 6.2, etc.), on
    the sponsor’s funding document.

    o. Block 15a Disclosure of Information – Per C.11 and
    DFARS 252.204-7000 of the contract and the limitations on
    the use or disclosure of sensitive, non-classified
    information, the sponsor will indicate whether information
    which may be produced as a result of this task is considered
    to be sensitive and inappropriate for disclosure

         Block 15b Government Furnished Data with Restrictive
    Markings -    The sponsor shall indicate whether performance
    of the task will require providing the laboratory with
    technical data, computer software documentation, or computer
    software that bears restrictions on use, modification,
    reproduction, release, performance, display, or disclosure
    or have restrictive markings or legends that does not allow
    for disclosure. If the question is answered “Yes”, a Non-
    Disclosure Agreement (NDA) shall be filled out and signed by
    the duly authorized ARL at UH representative. If Non-
    disclosure is applicable, no order shall be awarded without
    a signed NDA prior to order award.

    p. Block 16 Task Objective - Provide a clear, concise, and
    self-contained statement of the objective of the work to be
    accomplished. This statement shall be consistent with the
    task type, description of work and the essential capability
    cited in Block 12. Term/non-severable or completion tasks



                               4
                                                  Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS


    must have a clearly stated overall end-objective, with an
    associated end- product identified in block 17.]

    q. Block 17 Description of Work – The task shall be
    performance based, unless a waiver is sought. Provide a
    clear and detailed description of work required for the
    period of performance. This description is key to the
    designation contained in Block 3. Should either the
    term/non-severable or completion block be checked, it must
    be clear that the task, even if there are intermediate
    products, leads to a defined end-product or goal as well as
    meet the other criteria for a term/non-severable or
    completion task. Major planned milestone events and dates
    that reflect task progress shall be included in the task
    description, to help qualify the task as performance-based.
     Milestones that are also deliverable products should be
    listed in block 17.

    r. Block 18 Deliverable Products and/or Reports and
    Schedule - Identify all deliverables associated with the
    work requirements including technical reports, hardware,
    software, other documentation, etc. All deliverables stated
    or implied in the Description of Work shall be listed here.
     Delivery dates shall be indicated either as a specific date
    or a period of months after receipt of an order (ARO) on the
    UARC contract. Unless a specific date is necessary, the
    latter course is preferable in order to account for possible
    processing delays (including funding, security and task
    problems). If a delivery date is contingent upon a specific
    event, then the contingency shall be indicated (i.e.,
    availability of a ship trial, etc.) in block 18.

    s. Block 19 Special Requirements - Provide any
    requirements regarding document distribution, information
    concerning purchased, leased or Government Furnished
    Property, Government Furnished Information, Special Test
    Equipment (STE), planned foreign travel, special delivery
    terms, or any other special provisions required in the
    performance of the Task Description. To expedite inclusion
    of the task into the contract, provide as an attachment to
    the Task Description or list in Block 19 the acquisition
    value/cost and a brief justification for any facilities to
    be provided by the Government, either as Government
    Furnished Property (GFP) or Contractor Acquired Property
    (CAP) utilizing Government funding. See the definitions in
    FAR 45.101 (a).




                               5
                                                  Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS


    All equipment, regardless of cost, shall be listed in block
    19 of the task description as well. This list shall
    include: cost of the equipment, basis of cost estimate, and
    justification of technical need.

    t. Block 20 Subcontracts - Provide a breakdown of proposed
    Subcontracts necessary for the performance of the proposed
    work and the estimated amounts of each.

    u. Block 21 Endorsements – The UARC shall sign indicating
    agreement on all items contained within the Task
    Description. Date the endorsement and provide the telephone
    number of the signatory. The ARL at UH Technical
    Representative‘s division head or higher ARL at UH authority
    shall sign the University Laboratory endorsement line.

    v. Block 22 Sponsor Representations and Certifications -
    The Sponsor's Technical Representative shall review and
    complete this Block as applicable. The sponsor must then be
    able to certify that all of the conditions outlined in
    Sections a. through g. have been met and provide an accurate
    representation of the Task Description. A brief description
    of each section follows:

         1. The person appointed as the sponsor's technical
         representative must be able to certify that they chose
         ARL at UH to perform the work outlined in the Task
         Description in accordance with the terms outlined in
         this section.

         2. The technical representative must also certify that
         the task has been prepared in accordance with this
         guidance and provides a complete and accurate
         description of the work to be performed. In addition,
         it is agreed that if any changes occur to the work
         plan, they shall be documented in a task revision.

         3. NAVSEA relies on the technical representative's
         analysis of the Task Description and its related cost
         breakdown when evaluating a task for incorporation into
         a task order. Therefore, the sponsor's technical
         representative must be able to certify that he/she has
         in fact reviewed this breakdown as presented in the
         cost estimate and assessed it as fair and reasonable
         for performance of the task.




                               6
                                                  Attachment (1)
APPLIED RESEARCH LABORATORY AT THE UNIVERSITY OF HAWAII (ARL AT
              UH) - TASK PREPARATION INSTRUCTIONS


         4. This is to ensure that any Task Description
         involving a classified effort is accompanied by a DD
         Form 254.

         5. The basic task order contract for ARL at UH has
         been assigned a Defense Priorities and Allocations
         System (DPAS) rating of DO-A7, in accordance with FAR
         11.6. This rating shall be carried over to all task
         orders awarded under the basic contract unless a higher
         priority is indicated in this space.

         6. Property identified as Special Test Equipment
         (STE), as defined at FAR 45.101, must be certified as
         such in accordance with NMCARS 5245.608-5 (DFARS
         245.608-5) Special items screening. If STE is
         identified in Block 19 of the Task Description, this
         certification must be completed in Block 22f.

         7. In order to comply with SECNAVINST 4200.31C or other
         related agency guidelines regarding Consulting Services
         (CS), all Task Descriptions must be reviewed for
         determination of the appropriate CS designation. The
         designation as either CS or non-CS must be made and the
         name and phone number of the person consulted in the
         comptroller's office must be given.

    w. Block 23 Certification That Information Is Accurate and
    Complete - self-explanatory.




                               7
                                                  Attachment (1)
                                       APPENDIX A TO ATTACHMENT 1
                    APPLIED RESEARCH LABORATORY AT                DATE PREPARED:

                        THE UNIVERSITY OF HAWAII                  CONTRACT NUMBER:                                              N00024-07-D-6239
                            TASK DESCRIPTION
1.TITLE                                                                                                   2. TD NUMBER



3. TYPE OF TASK                 6. SPONSOR TECHNICAL REPRESENTATIVE (Name, Code, 9. ARL AT UH TECHNICAL REPRESENTATIVE (Name and
                                Agency, and Address)                             Address)
       Term/Severable

       Term/Non-Severable                                                                     Applied Research Laboratory at the University of Hawaii

       Completion

4. PERFORMANCE END DATE


5. TOTAL ESTIMATED COST ($K)

In-House:

Subcontract:                    7. SPONSOR TELEPHONE (Commercial and DSN)                     10. ARL AT UH TELEPHONE
TOTAL:
Staff Hours:                    8. SPONSOR INTERNET ADDRESS                                   11. ARL AT UH INTERNET ADDRESS

12. TECHNICAL AREA AND TITLE                                                                              13. SECURITY CLASSIFICATION*

14. Funding appropriation (to be completed by NAVSEA upon receipt of funding document from sponsor)
               RDT&E                  O&M            OPN            SCN             WPN            FMS             Other (Specify)
                 Level:

15. DISCLOSURE OF INFORMATION :

15.a. Per contract clause C.11 and DFARS 252.204-7000, the limitations on the use or disclosure of information as sensitive and inappropriate for
disclosure is applicable _____Yes _____No

15.b. GOVERNMENT PROVIDED DATA WITH RESTRICTIVE MARKINGS
Performance of the Task ___ will or _______ will not require the Laboratory to receive from the Government technical data, computer software
documentation, and/or computer software with restrictions on use, modification, reproduction, release, performance, display, or disclosure. If
answered “Yes”, a Non-Disclosure Agreement (NDA), as provided in Attachment 5 of the basic contract, shall be provided with this Task Description.
The order cannot be awarded without a signed NDA which shall be provided to the Contracting Officer prior to award.

16. TASK OBJECTIVE:



_______________________________________________________________________________________________________________________
17. DESCRIPTION OF WORK (If additional space is required use separate sheet)




* A Contract Security Classification Specification (DD Form 254) is required for Task Descriptions involving CLASSIFIED work.


               ARL AT UH Designator                                                                                                  Page   1   of
                                         APPENDIX A TO ATTACHMENT 1
          (For ARL AT UH Use)


CONTRACT NO.     N00024-07-D-6239                                     TD NUMBER
ARL AT UH TASK DESCRIPTION (Continued)
17. DESCRIPTION OF WORK (Continued)




         ARL AT UH Designator                                               Page   2   of
          (For ARL AT UH Use)
                                                 APPENDIX A TO ATTACHMENT 1
CONTRACT NO.      N00024-07-D-6239                                                                               TD NUMBER
ARL AT UH TASK DESCRIPTION (Continued)
18. LIST DELIVERABLE PRODUCTS AND/OR REPORTS. (GIVE SCHEDULE)




19. SPECIAL REQUIREMENTS (GFP, Special Test Equipment, Foreign Travel, Special Delivery Terms, Other)




20. SUBCONTRACTS (If additional space is required, use separate sheet)
              Contractor                                     Scope of Work                                       Estimated Cost




21. ENDORSEMENTS



   University Laboratory                                                       Date                                 Telephone



   Task Sponsor                           Organization and Code                Date                                 Telephone

                                  David N. Sivillo, NAVSEA 106                                                    (202) 781-3129
   Contracting Officer's Representative                                        Date                                 Telephone
                                                                                                        sivillodn@navsea.navy.mil
                                                                                                          COR Internet Address


          ARL AT UH Designator                                                                                               Page   3   of
           (For ARL AT UH Use)
                                              APPENDIX A TO ATTACHMENT 1

CONTRACT NO.       N00024-07-D-6239
ARL AT UH TASK DESCRIPTION (Continued)
TITLE (From Page 1 of Task Description)                                                                  TD NUMBER



22. SPONSOR REPRESENTATIONS AND CERTIFICATIONS
       a. I have analyzed other sources for accomplishment of this task, but because of the need to (1) maintain a long term
  strategic relationship, (2) maintain continuity and currency in special fields of expertise, (3) maintain objectivity and a high degree
  of competency in staff and work, and (4) provide the ability to respond to emerging needs, I have chosen ARL at UH to perform this
  task. Any subcontracting required in performance of this task is for supplies or services necessary to accomplish such work.

      b. The task clearly and adequately defines the work to be performed, including applicable milestones, deliverables, and
  reporting requirements. I shall promptly notify the Contract Officer of any material changes in the scope of a task that materially
  affects milestones, deliverables or reporting requirements. Such modifications shall be reflected in a written Task Description
  Revision. Any Task direction within the scope of this Task Description must also be issued in writing by the task sponsor and should
  be sent directly to ARL at UH.

       c. The estimated direct labor staff hours and labor classifications, the estimated amounts for technical services and for direct
  subcontracts, and the estimated travel costs, as presented in the cost estimate for this Task Description have been reviewed and
  assessed as fair and reasonable and, where possible, by comparison to costs incurred for similar or related Tasks performed for this
  office by ARL at UH and/or other contractors. The program sponsor acknowledges that when this Task is negotiated with the
  contracting agency, some elements of cost such as rates or material may change from the time of task submittal to the program
  sponsor, and that these changes may affect the number of staff hours estimated for delivery.

      d. A current Contract Security Classification Specification (DD Form 254) has been provided to NAVSEA if the proposed work is
  classified (see Block 13).

      e. The work identified in this task must carry a Defense Priorities and Allocations System (DPAS) rating in accordance with FAR
  11.6. This rating will be specified on subcontracts and purchase orders issued by ARL at UH under Prime Contract N00024-07-D-
  6239. The work under this task carries a DPAS rating of DO-A7 unless another rating and program identification symbol is identified
  here:


      f. If Special Test Equipment (STE) is identified in this task,                                 (print or type name), a technical
  evaluator qualified to understand the criteria for classification of property, its composition, and its use, has determined that the
  property listed in Block 19 as STE is properly classified in accordance with FAR 45.101.
      g. I have discussed this work with my Comptroller’s office, which concurs that this    is     is not (check only one as
 appropriate) classified as Consulting Services (CS) as defined by SECNAVINST 4200.31C, or as defined by appropriate
 instructions applicable to my organization.
 (name and telephone number) of the Comptroller’s office of my organization has been supplied with a copy of this task and
 concurs with this CS/non-CS determination, and has authority to make such determinations. All funding supplied for this task
 will be appropriate for the CS determination.

23. I CERTIFY THAT THE ABOVE INFORMATION IS ACCURATE AND COMPLETE




                        Sponsor Signature                                                 Date                          Telephone



                     Name (Type or Printed)                                                               Title

                              THIS CERTIFICATION AND ENDORSEMENT MUST BE FORWARDED WITH THE ORIGINAL OF THE
                                           TASK DESCRIPTION TO NAVSEA 106, WITH A COPY TO ARL AT UH



           ARL AT UH Designator                                                                                       Page   4   of
           (For ARL AT UH Use)
                              APPENDIX B TO ATTACHMENT 1
                                                   DATE PREPARED:
           APPLIED RESEARCH LABORATORY
                                                   CONTRACT NUMBER: N00024-07-D-6239
            AT THE UNIVERSITY OF HAWAII
                                                   Delivery Order No.:
             TASK DESCRIPTION REVISION
1.TITLE                                                                                 2. TD NUMBER           3. REVISION NO.


4. SPONSOR ORGANIZATION                        5. SPONSOR REPRESENTATIVE (Name and Code)



6. SPONSOR TELEPHONE (Commercial and DSN, if applicable)                  7. SPONSOR INTERNET ADDRESS


8. ARL AT UH TECHNICAL REPRESENTATIVE          9. ARL AT UH TELEPHONE                   10. ARL AT UH INTERNET ADDRESS


11. TOTAL ESTIMATED COST/LOE (REVISED)
                                         PREVIOUS AMT                        REVISION                        REVISED TOTAL
                      In House

             Contract Services
                          Total
                    Staff Hours


 12. REASON AND/OR JUSTIFICATION FOR REVISION
 12a. Provide reason for justification here:

 12b. Does the revision affect the certification made in Block 15a of the initial order with regard to the Disclosure of Information?
 _______Yes     ______No

 12c. Does the revision affect the representations or certifications in Block 15b of the Task Description? _____Yes ______No
 If yes, the contractor shall fill out a Non-Disclosure Agreement (NDA) that is available in Attachment 5 of the basic contract
 before Revision can be executed.


 13. REVISION TO DESCRIPTION OF WORK (If additional space is required use separate sheet)




14. LIST CHANGES TO DELIVERABLES AND PROVIDE REVISED SCHEDULE



15. LIST CHANGES IN SPECIAL REQUIREMENTS (GFP, Special Test Equipment, Foreign Travel, Special Delivery Terms, Other)



16. LIST CHANGES IN SUBCONTRACTS (If additional space is required use separate sheet)                    17. REVISED PERFORMANCE END
                                                                                                         DATE

18. ENDORSEMENTS



  University Laboratory                                                      Date                              Telephone



  Task Sponsor                           Organization and Code               Date                              Telephone
                                  David N. Sivillo, NAVSEA 106                                                (202) 781-3127

  Contracting Officer's Representative                                       Date                              Telephone


           ARL AT UH Designator                                                                                          Page   1   of   1
                      SMALL BUSINESS SUBCONTRACTING PLAN



DATE OF PLAN:          09 August 2007


CONTRACTOR:            UNIVERSITY OF HAWAII
ADDRESS:               2800 Woodlawn Drive, Suite 201
                       Honolulu, Hawaii 96822


DUN & BRADSTREET NUMBER: 176237365


SOLICITATION OR CONTRACT NUMBER:                      N00024-07-D-6239

A Small Business and Small Disadvantaged Business Plan as described in FAR 52.219-9
shall be submitted with all individual Task Descriptions over $500,000.00.

A Subcontracting Plan will be established, and submitted with each task order exceeding
$500,000, in accordance with FAR 52.219-9. Each plan will address the University goals for use
in small business, small disadvantaged business, women-owned small business concerns,
veteran-owned small business, and HUBZone small business concern. Goals will be expressed as
a percentage of the total dollars available for small business subcontracting.

Due to the nature of the Indefinite Deliverables Indefinite Quantity (IDIQ) contract, the Applied
Research Laboratory at University of Hawaii (ARL at UH) is unable to anticipate with any
meaningful specificity the dollars available for subcontracting with the various small business
concerns. Implementing individual small subcontracting plans on Task Orders over $500,000
permits APL/UHM to implement FAR 52.219-9 efficiently and meaningfully.


          Program Administrator:

          NAME/TITLE:                     Leonard Ajifu, Director of Finance and
                                          Project Management
          ADDRESS:                        RCUH
                                          2800 Woodlawn Drive, Suite 200
                                          Honolulu, HI 96822
          TELEPHONE/E-MAIL:               (808) 988-8320 lajifu@rcuh.com


Duties:    Has general overall responsibility for the institution's subcontracting program, i.e.,
developing, preparing, and executing subcontracting plans and monitoring performance relative to
the requirements of those subcontracting plans. Other duties include, but are not limited to, the
following activities:


                                                 1
a.     Developing and promoting institution-wide policy initiatives that demonstrate the
       institution's support for awarding contracts and subcontracts to small, small
       disadvantaged, woman-owned and HUBZone small business concerns; and for
       assuring that these concerns are included on the source lists for solicitations for
       products and services they are capable of providing.

b.     Developing and maintaining bidder source lists of small, small disadvantaged,
       woman-owned and HUBZone small business concerns from all possible sources;

c.     Ensuring periodic rotation of potential subcontractors on bidder's lists;

d.     Ensuring that requests for contracts (RFC) are designed to permit the maximum
       practicable participation of small, small disadvantaged, woman-owned and
       HUBZone small businesses;

e.     Accessing various sources for the identification of small, small disadvantaged,
       woman-owned and HUBZone small businesses concerns to include the Federal
       Acquisition Computer Network (FACNET) Central Contract Registration (CCR)
       Data Base, the National Minority Purchasing Council Vendor Information
       Service, the Office of Minority Business Data Center in the Department of
       Commerce, local small business and minority associations, contact with local
       chambers of commerce and Federal agencies' Small Business Offices;

f.     Establishing and maintaining contract and subcontract award records;

g.     Participating in business opportunity workshops, minority business enterprise
       seminars, trade fairs, procurement conferences, etc;

h.     Ensuring that small, small disadvantaged, woman-owned and HUBZone small
       business concerns are made aware of subcontracting opportunities and assisting
       concerns in preparing responsive bids to the institution;

i.     Conducting or arranging for the conduct of training for purchasing personnel
       regarding the intent and impact of Public Law 95-507 on purchasing;

j.     Monitoring the institution's subcontracting program performance and making any
       adjustments necessary to achieve the subcontract plan goals;

k.     Preparing, and submitting timely, required subcontract reports; and;

l.     Coordinating the institution's activities during the conduct of compliance reviews
       by Federal agencies.

Equitable Opportunity
 The University of Hawaii is committed to ensuring that small, small disadvantaged,
 woman-owned and HUBZone small business concerns will have an equitable


                                      2
opportunity to compete for subcontracts. These efforts include, but are not limited to,
the following activities:
a.    Outreach efforts to obtain sources:
      (1)    Contacting minority and small business trade associations;
      (2)    Contacting business development organizations and local chambers of
             commerce;
      (3)    Attending small, small disadvantaged, woman-owned and HUBZone
             small business procurement conferences and trade fairs;
      (4)    Requesting sources from the Central Contract Registration (CCR)
             Database, and other SBA resources, and ;
      (5)    Conducting market surveys to identify new sources.
      (6)    Utilizing the MOLIS Data Base to identify HBCUs and MIs with the
             capability to provide services to support the research and development of
             the tasks outlined in this plan.
b.    Internal efforts to guide and encourage purchasing personnel:
      (1)     Conducting workshops, seminars, and training programs;
      (2)     Establishing, maintaining, and utilizing small, small disadvantaged, and
              woman-owned and HUBZone small business source lists, guides, and
              other data for soliciting subcontractors, and;
      (3)     Monitoring activities to evaluate compliance with the subcontracting plan.

Flow Down Clause
The contractor agrees to include the provisions under FAR 52.219-8, "Utilization of
Small Business Concerns", in all subcontracts that offer further subcontracting
opportunities. All subcontractors, except small business concerns, that receive
subcontracts in excess of $500,000 ($1,000,000 for construction) must adopt and comply
with a plan similar to the plan required by FAR 52.219-9, "Small Business
Subcontracting Plan." (FAR 19.704 (a) (4).

Reporting and Cooperation
The contractor gives assurance of (1) cooperation in any studies or surveys that may be
required; (2) submission of periodic reports which show compliance with the
subcontracting plan; (3) submission of Standard Form (SF) 294, "Subcontracting Report
for Individual Contracts," and attendant Optional Form 312, SDB Participation Report
and SF-295, "Summary Subcontract Report," in accordance with the instructions on the
forms; and (4) ensuring that subcontractors agree to submit Standard Forms 294 and 295.
(a)   Submit SF - 294 and attendant of Form 312 to: cognizant Contracting Officer;
(b)   Submit SF - 295 to cognizant contracting officer and to the:
      Office of and Disadvantaged Business Utilization for the agency awarding the
      contract;
(c)   Submit "info" copy to SBA Commercial Market Representative (CMR):
             TBN


                                      3
     Record Keeping
The following is a recitation of the types of records the contractor will maintain to
demonstrate the procedures adopted to comply with the requirements and goals in the
subcontracting plan. These records will include, but not be limited to, the following:
a.     Small, small disadvantaged, woman-owned and HUBZone small businesses
       source lists, guides, Central Contractor Registration (CCR) Database, and other
       data identifying such vendors;
b.     Organizations contacted in an attempt to locate small, small disadvantaged, and
       woman-owned and HUBZone small business sources;
c.     On a contract-by-contract basis, records on all subcontract solicitations over
       $100,000, which indicate for each solicitation (1) whether small business concerns
       were solicited, and, if not, why not; (2) whether small disadvantaged business
       concerns were solicited, and if not, why not; and (3) whether woman-owned small
       business concerns were solicited, and, if not, why not; and (4) whether HUBZone
       small business concerns were solicited, if not, why not and (5) the reason for the
       failure of solicited small, small disadvantaged, and woman-owned and HUBZone
       small business concerns to receive the subcontract award;
d.     Records to support other outreach efforts, e.g., contracts with minority and small
       business trade associations, business development organizations, attendance at
       small and minority business procurement conferences and trade fairs;
e.     Records to support internal guidance and encouragement provided to buyers
       through (1) workshops, seminars, training programs, incentive awards; and (2)
       monitoring performance to evaluate compliance with the program &
       requirements, and;
f.    On a contract-by-contract basis, records to support subcontract award data
      including the name, address, and business type and size of each subcontractor.


Hawaii State Agency
      All Hawaii state agencies, including the University of Hawaii, must make its
      procurement decisions in accordance with Chapter 103D, Hawaii Revised
      Statutes, as amended from time to time, and rules and policies adopted pursuant
      thereto. A state agency may identify small, small disadvantaged and/or women-
      owned business concerns to be included in its invitations for procurement.
      However, state laws prescribe that when competitive sealed bid method of
      procurement is followed, the award must be made to “the responsible offeror
      whose proposal is determined in writing to be the most advantageous taking into
      consideration price and the evaluation factors set forth in the request for
      proposals.” No other facts can be considered in the evaluation.




                                      4
                      Subcontracting Plan for Utilization of Small Business

Reference:     NAVSEA Cost Proposal
               Applied Research Laboratory – University of Hawaii
Introduction

This subcontracting plan is to be used by the University of Hawaii (UNIVERSITY) for the
performance of any contract awarded as a result of referenced proposal. The UNIVERSITY is
located at 2800 Woodlawn Drive, Suite 201, Honolulu, Hawaii 96822.

It is the policy of the UNIVERSITY to encourage the participation of small business, veteran-
owned small business, HUBZone small business, small disadvantaged business, and woman-
owned small business concerns in its programs to the maximum extent, consistent with efficient
performance and compliance with applicable laws and requirements of the contractual document
referenced above and the regulatory requirements of the University of Hawaii

It is the intent of the UNIVERSITY to assist small business concerns, small business concerns
owned and controlled by socially and economically disadvantaged individuals including
historically black colleges or universities/minority institutions (HBCU/MI), veteran-owned small
business concerns, HUBZone small business concerns, and women-owned small business
concerns to the maximum extent practical, consistent with sound business practices, the
regulatory requirements of the University of Hawaii and with the efficient performance of the
referenced contract requirements.

It is also the intent to give such business concerns a fair and equitable opportunity to compete for
business, consistent with the efficient performance of the referenced contractual obligations. The
UNIVERSITY pledges to make a concerted effort to locate small business, veteran-owned small
business, HUBZone small business, small disadvantaged business including HBCUs/MIs, and
women-owned small business concerns to insure an equitable opportunity in competing for
subcontract requirements.

During the base period of subject contract, Years 1-3, it is anticipated that $4,483,988 will be
available for subcontracting as non-salary/other costs. Based on previous experience with
procurement in Hawaii, it is estimated that approximately 15% of that amount or $672,598 will
be expended through small business concerns as indicated below. During the out Years 4-5, it is
anticipated that $3,215,976 will be available for subcontracting as non-salary/other costs. Again
we expect that 15% of that amount or $482,396 will be expended through small business
concerns as indicated below. All figures listed reflect direct costs only and do not include
indirect or overhead costs.
Base Period Years 1-3        Subcontracting Goals  Subcontract Budget: $4,483,988
Total Estimated Proposal     Subcontractor % Goals    Est Subcontractor Costs
       Budgets
_____________________________________ ______________________________________
Small Business                             15%                  $ 672,598
Veteran-Owned Small Business                4%                  $ 179,360
Service Disabled                            3%                  $ 134,520
Small Disadvantaged Business                5%                  $ 224,199
Woman-Owned Small Business                  1%                  $ 44,840
HUBZone Small Business                     0.5%                 $ 22,420
Historically Black & Minority Institutions 0.5%                 $ 22,420
Large Business                             85%                  $3,811,390

Option Years 4-5             Subcontracting Goals  Subcontract Budget: $3,215,976
Total Estimated Proposal     Subcontractor % Goals    Est Subcontractor Costs
       Budgets
_____________________________________ ______________________________________
Small Business                             15%                  $ 482,396
Veteran-Owned Small Business                4%                  $ 128,639
Service Disabled                            3%                  $ 96,479
Small Disadvantaged Business                5%                  $ 160,799
Woman-Owned Small Business                  1%                  $ 32,160
HUBZone Small Business                     0.5%                 $ 16,080
Historically Black & Minority Institutions 0.5%                 $ 16,080
Large Business                             85%                  $2,733,580

Total Years 1-5              Subcontracting Goals  Subcontract Budget: $7,699,964
Total Estimated Proposal     Subcontractor % Goals    Est Subcontractor Costs
       Budgets
_____________________________________ ______________________________________
Small Business                             15%                  $1,154,995
Veteran-Owned Small Business                4%                  $ 307,999
Service Disabled                            3%                  $ 230,999
Small Disadvantaged Business                5%                  $ 384,998
Woman-Owned Small Business                  1%                  $ 77,000
HUBZone Small Business                     0.5%                 $ 38,500
Historically Black & Minority Institutions 0.5%                 $ 38,500
Large Business                             85%                  $6,544,969

Note: Some totals may be slightly off due to rounding.

The principal supply and service areas to be competitively subcontracted to small business,
veteran-owned small business, service disabled, HUBZone small, small disadvantaged, woman-
owned small, and large businesses with examples of each area are as follows, with our estimate
of the business type most likely to be used in parentheses based on past procurement experience
and the listing of small businesses in Hawaii as obtained from the Small Business
Administration, listed in order of likelihood:

   (1) Information Systems and Electronic Components (large; small, veteran-owned small):
       Computers, servers and networking gear, switches, fiber optic cable, software, security
       systems, translators, relays, connectors, potentiometers.
   (2) Services (large; small; veteran-owned small; women-owned small, historically
       Black/minority institutions): Consulting, engineering design, construction, software
       development, printed circuit boards, security, custodial, printing, analytical services, and
       technical services.
   (3) Maintenance, Repairs and Operating Supplies (large; small; women-owned small;
       veteran-owned small, small disadvantaged): Engineering supplies and hardware,
       scientific supplies, janitorial supplies, office supplies, equipment repair, electrical and
       machine shop supplies.
                             SUBCONTRACTING PLAN GOALS
                          Applicable to the Cited Solicitation (Contract)


        A. TOTAL ESTIMATED $ VALUE OF ALL PLANNED SUBCONTRACTING
  (expressed in terms of total subcontracting dollars, excluding indirect and overhead costs)
                                          $7,699,964
                                             100%
                                               =
                           PURCHASING SOURCE SUBTOTALS
B SMALL BUSINESS CONCERNS                                  C. LARGE BUSINESS CONCERNS
             $1,154,995                                                    $6,544,969
             15%                                                           85%

Small Business Concerns:
Office and scientific supplies, Graphic design services, Technical Services, Security systems and
security services, Video and communication equipment, Electronic and mechanical components
and piece parts, Computer and networking components, Travel services, Analytical services,
Technical Services, PC boards, Parts machining, Software development, Equipment
rental/maintenance, and Custodial services.

Large Business Concerns:
Computer equipment, Scientific equipment, Specialized electronic and mechanical components,
Test equipment, System software tools, Services for electronics and mechanical fabrication,
Communication services, Furniture, and Shipping.
     ADDITIONAL DETAILS REGARDING SUBCONTRACTING PLAN GOALS
            TO VARIOUS TYPES OF SMALL BUSINESS (SB) CONCERNS
(Applicable to the Cited Solicitation/Contract and expressed in terms of subcontracting dollars,
                             excluding indirect and overhead costs)


A.     TOTAL VALUE OF ALL PLANNED SUBCONTRACTING:
                               $7,699,964

B.     SUBTOTAL VALUE TO SMALL BUSINESS (SB) PURCHASING SOURCES:
                               $1,154,995

C.     SUBTOTAL VALUE TO LARGE BUSINESS PURCHASING SOURCES:
                               $6,544,969

TYPE OF SB CONCERN                                                 $ AMOUNT            % OF A
SMALL BUSINESS concerns:
Principal products/services involved -                               $1,154,995          15%
Office and scientific supplies, Graphic design services, Technical
Services, Security systems and security services, Video and
communication equipment, Electronic and mechanical components
and piece parts, Computer and networking components, Travel
services, PC boards, Parts machining, Software development,
Equipment rental/maintenance, Construction, Construction trades,
General Contracting, and Custodial services.

VETERAN-OWNED SMALL BUSINESS (VOSB) (Incl Service-Disabled VOSBs) concerns:
Principal products/services involved -                             $307,999 4%
Office and scientific supplies, Graphic design services, Technical
Services, Security systems and security services, Video and
communication equipment, Electronic and mechanical components
and piece parts, Computer and networking components, Travel
services, PC boards, Parts machining, Software development,
Equipment rental/maintenance, Construction, Construction trades,
General contracting and Custodial services.

WOMEN-OWNED SMALL BUSINESS (WOSB) concerns:
Principal products/services involved -                                $77,000            1%
Office and scientific supplies, Graphic design services, Technical
Services, Security systems and security services, Video and
communication equipment, Electronic and mechanical components
and piece parts, Computer and networking components, Travel
services, PC boards, Parts machining, Software development,
Equipment rental/maintenance, and Custodial services.

HISTORICALLY UNDERUTILIZED BUSINESS ZONE
SMALL BUSINESS (HUBZoneSB) concerns:
Principal products/services involved -                                  $38,500            0.5%
Consulting and Technical Services

SMALL DISADVANTAGED BUSINESS (SDB) concerns:
Principal products/services involved -                                  $384,998           5%
Office and scientific supplies, Graphic design services, Technical
Services, Security systems and security services, Video and
communication equipment, Electronic and mechanical components
and piece parts, Computer and networking components, Travel
services, PC boards, Parts machining, Software development,
Equipment rental/maintenance, and Custodial services.

HISTORICALLY BLACK COLLEGES & UNIVERSITIES/
MINORITY INSTITUTIONS (HBCU/MI) business concerns:
Principal products/services involved -                                  $38,500            0.5%
Analytical services, Engineering and Technical Services.


     A. The following method was used to develop the above subcontracting goals:
Procurement categories and amounts used in the proposal budget were reviewed and adjusted as
necessary to remove amounts not subject to subcontracting such as per diem which is a
significant portion of travel costs. The adjusted budget categories were then reviewed against the
listing of small businesses in Hawaii as obtained through the Small Business Administration.
While our procurement universe is not limited to Hawaii, our procurement experience tells us
that a significant amount of the goods and services that we competitively purchase in the course
of contract performance will be obtained from or through local vendors. The primary exceptions
are computers, equipment, and instrumentation. The task then was to estimate the percentage of
local vendors that would qualify as small businesses and would be competitive in the
marketplace. Our estimates are as follows:

Services:             $188,534       13%     Services available from small businesses and
                                             minority institutions include consulting, design,
                                             construction, software development, technical
                                             services, analytical services, and custodial.

Supplies:             $787,820       19%     A wide variety of supplies are available from small
                                             businesses including office, scientific, and
                                             engineering supplies, parts, hardware, custodial
                                             supplies, computer and networking components,
                                             etc.

Travel                $135,131       25%     There are several small, women-owned, and
                                             veteran-owned travel agencies.

Subcontracts:         $21,857        3%      There are few known small businesses available for
                                             subcontracting of scientific and engineering work.
                                             Most suppliers are not SB.

Equipment:             $21,652       2.6% There are few small businesses that are sources for
                                          the larger items of equipment. However, there are
                                          many SB that supply the parts and components for
                                          said equipment and which are included in Supplies
                                          above.

Note: some totals may be slightly off due to rounding.

    B. Information Sources:
The primary source of information utilized in making the determinations in paragraph A above is
the listing of Small Businesses for the State of Hawaii as obtained from the website of the Small
Business Administration. We felt this was the most up-to-date list of those companies that had
registered as small businesses.

   C. The Purchasing Department:
Procurement for all sponsored projects of the University is conducted through the Research
Corporation of the University of Hawaii (RCUH). RCUH is responsible to assure that
procurement is conducted in compliance with applicable laws of the State of Hawaii and
requirements of the funding instrument.

   D. Plan Administrator
The designated individual assigned responsibility for administering the subcontract plan for this
contract is:
                             Leonard Ajifu
                             RCUH Director of Finance
                             Phone 808-988-8320

Responsibilities are as follows:

   a.      To ensure that small and small disadvantaged business concerns will have maximum
           opportunity to compete for subcontracts and other procurements consistent with the
           efficient performance of this contract.

   b.      To assure that RCUH meets the commitments specified in this plan.

   c.      Some related responsibilities include:

           1) Establishing and maintaining, in cooperation with the RCUH Procurement Office,
              source list of potential small and small disadvantaged business concerns which
              are capable, or potentially capable, of providing the goods and services required
              by RCUH for this contract.

           2) Actively seeking out such business concerns.
           3) Maintaining records documenting the RCUH’s performance with regard to the
              goals established by this plan.

           4) Providing reports to the RCUH Procurement Office concerning the subcontract or
              procurement awards made under this plan and the RCUH progress in meeting its
              goals.

           5) Assuring that subcontracts issued by the RCUH contain the required flow down
              clauses dealing with small and small disadvantaged business concerns, and
              assuring that purchase orders are issued to those concerns which are competent
              and capable of meeting requirements.

    E. Subcontracting/Procurement Sources
To assure that small disadvantaged business concerns have an equitable opportunity to compete
and perform in support of this contract, all requirements for commodities and services shall be
carefully reviewed and screened against the University’s small and small disadvantaged vendor
source listings which identify vendors by commodity or service capability. Due to the nature of
this research program, procurement sources are severely limited as concluded from preliminary
review. However, every effort will be made to place procurement awards with such small
business concerns in accordance with this plan. Where necessary, the Central Contract
Registration (CCR) Database shall be used.

    F. Subcontract Clauses
RCUH does assure that the clause entitled Utilization of Small Business and Small Business and
Small Disadvantaged Business concerns shall be included in all subcontracts which offer further
subcontracting possibilities in the United States and will require all subcontractors (except small
business concerns) who receive subcontracts in excess of $500,000 or, in the case of a contract
for the construction of any public facility, $1 million, to adopt a plan in consonance with this
clause.

    G. Reporting:
The RCUH shall submit such periodic reports and cooperate in any studies or surveys as may be
required by the contracting agency or the Small Business Administration in order to determine
the extent of compliance by the RCUH with the Subcontracting plan.
                  Government Furnished Equipment Property under Contract N00024-07-D-5437 Attachment 4
                                                                                                         as of XX/XXX/2007

       Tag
L/I            Description                 MFGR                    Model Number               Serial Number               Cost
      Number
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                                                  Page 1   Attachment 4- Government Furnished Property Listing for ARL at UH
                                                                               Attachment 5


                       Use and Non-Disclosure Agreement
           for Applied Research Laboratory at the University of Hawaii (ARL at UH)



The undersigned, __________(Insert Name)__________, an authorized
representative of the __________(Insert Company Name)__________, (which is
hereinafter referred to as the "Recipient") requests the Government to provide the
Recipient with technical data or computer software (hereinafter referred to as "Data") in
which the Government's use, modification, reproduction, release, performance, display or
disclosure rights are restricted. Those Data are identified in an attachment to this
Agreement. In consideration for receiving such Data, the Recipient agrees to use the Data
strictly in accordance with this Agreement:


(1) The Recipient shall-


       (a) Use, modify, reproduce, release, perform, display, or disclose Data marked
       with government purpose rights or SBIR data rights legends only for government
       purposes and shall not do so for any commercial purpose. The Recipient shall not
       release, perform, display, or disclose these Data, without the express written
       permission of the contractor whose name appears in the restrictive legend (the
       "Contractor"), to any person other than its subcontractors or suppliers, or
       prospective subcontractors or suppliers, who require these Data to submit offers
       for, or perform, contracts with the Recipient. The Recipient shall require its
       subcontractors or suppliers, or prospective subcontractors or suppliers, to sign a
       use and non-disclosure agreement prior to disclosing or releasing these Data to
       such persons. Such agreement must be consistent with the terms of this agreement.


       (b) Use, modify, reproduce, release, perform, display, or disclose technical data
       marked with limited rights legends only as specified in the attachment to this
       Agreement. Release, performance, display, or disclosure to other persons is not
       authorized unless specified in the attachment to this Agreement or expressly
       permitted in writing by the Contractor. The Recipient shall promptly notify the
       Contractor of the execution of this Agreement and identify the Contractor's Data
       that has been or will be provided to the Recipient, the date and place the Data
       were or will be received, and the name and address of the Government office that
       has provided or will provide the Data.


       (c) Use computer software marked with restricted rights legends only in
       performance of Contract Number __________(insert contract
       number(s))__________. The recipient shall not, for example, enhance, decompile,
       disassemble, or reverse engineer the software; time share, or use a computer
       program with more than one computer at a time. The recipient may not release,
                                                                              Attachment 5

       perform, display, or disclose such software to others unless expressly permitted in
       writing by the licensor whose name appears in the restrictive legend. The
       Recipient shall promptly notify the software licensor of the execution of this
       Agreement and identify the software that has been or will be provided to the
       Recipient, the date and place the software were or will be received, and the name
       and address of the Government office that has provided or will provide the
       software.

       (d) Use, modify, reproduce, release, perform, display, or disclose Data marked
       with special license rights legends (To be completed by the contracting officer.
       See 227.7103-7(a)(2). Omit if none of the Data requested is marked with special
       license rights legends).


(2) The Recipient agrees to adopt or establish operating procedures and
physical security measures designed to protect these Data from inadvertent
release or disclosure to unauthorized third parties.


(3) The Recipient agrees to accept these Data "as is" without any Government
representation as to suitability for intended use or warranty whatsoever.
This disclaimer does not affect any obligation the Government may have regarding Data
specified in a contract for the performance of that contract.


(4) The Recipient may enter into any agreement directly with the Contractor with respect
to the use, modification, reproduction, release, performance, display, or disclosure of
these Data.


(5) The Recipient agrees to indemnify and hold harmless the Government, its agents, and
employees from every claim or liability, including attorneys fees, court costs, and
expenses arising out of, or in any way related to, the misuse or unauthorized modification,
reproduction, release, performance, display, or disclosure of Data received from the
Government with restrictive legends by the Recipient or any person to whom the
Recipient has released or disclosed the Data.


(6) The Recipient is executing this Agreement for the benefit of the Contractor. The
Contractor is a third party beneficiary of this Agreement who, in addition to any other
rights it may have, is intended to have the rights of direct action against the Recipient or
any other person to whom the Recipient has released or disclosed the Data, to seek
damages from any breach of this Agreement or to otherwise enforce this Agreement.
                                                                             Attachment 5

(7) The Recipient agrees to destroy these Data, and all copies of the Data in its possession,
no later than 30 days after the date shown in paragraph (8) of this Agreement, to have all
persons to whom it released the Data do so by that date, and to notify the Contractor that
the Data have been destroyed.


(8) This Agreement shall be effective for the period commencing with the Recipient's
execution of this Agreement and ending upon _________(Insert Date)_________. The
obligations imposed by this Agreement shall survive the expiration or termination of the
Agreement.



________________________________________________________________________
Recipient's Business Name



________________________________________________________________________
By Authorized Representative                                Date



________________________________________________________________________
Representative's Typed Name and Title



                       (End of use and non-disclosure agreement)

								
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