14RGP55_sol.pdf

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(Hour)

PAGE(S)

until 04:00 PM local time 12 Dec 2013

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G F 52 - 71

72 - 83 X H 84 - 86 laura.armes@navy.mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

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

DX-A2 1 86

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00164 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 4 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

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

BLDG 2035

conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

LAURA M. ARMES 812-854-4748

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 12

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

13 - 20 21 - 23

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

24 - 27 28 - 29

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 30 - 35 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 36 - 39 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

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

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

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

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

40 - 49

PART II - CONTRACT CLAUSES

NAVAL SURFACE WARFARE CENTER CRANE DIV

L.ARMES (812-854-4748)

BLDG 2035

300 HIGHWAY 361

CRANE IN 47522-5001

812-854-4748

812-854-5666FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

50 - 51

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

04 Nov 2013

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00164-14-R-GP55

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QTY U/I UNIT PRICE AMOUNT

0001 SECOND-GENERATION D5 RAIL CAR

DESIGN

The Design Phase includes the design of the Second-Generation D5 Rail Car in accordance with the Statement of Work (SOW) and Technical Data Package as delineated in Section J herein. The Design Phase will end in successful completion of the Critical Design Review.

Reference SOW Paragraphs 3.1 and 3.2.

MINIMUM 1

MAXIMUM 1

1 Each

FSC/PSC: 2220

FOB: Destination

FFP

0002 SECOND-GENERATION D5 RAIL CAR

FIRST

ARTICLE (FA) UNIT

Fabrication of the First Article Second- Generation D5 Rail Car in accordance with the Statement of Work (SOW) and Technical Data Package as delineated in Section J herein.

Reference SOW paragraphs 3.1, 3.3, and 3.6.

MINIMUM 0

0003 SECOND-GENERATION D5 RAIL CAR

FIRST ARTICLE TESTING (FAT)

First Article Testing includes tests, facility checks, and final delivery of the First Article Second-Generation D5 Rail Car in accordance with the Statement of Work (SOW) and Technical Data Package as delineated in Section J herein.

Reference SOW paragraphs 3.1, 3.4, and 3.6.

MINIMUM 0

1 Lot

0004 ASSOCIATION OF AMERICAN

RAILROADS (AAR)

TESTING

The AAR Testing includes AAR M-1001 Chapter 11 Service-Worthiness Tests that are required by the AAR Equipment Engineering Committee and not by the Government.

Pricing will be negotiated once AAR Testing requirements are known.

Reference SOW paragraphs 3.1 and 3.4.2.

MINIMUM 0

TO BE NEGOTIATED (TBN)

0005 SECOND-GENERATION D5 RAIL CAR

PRODUCTION UNITS

Fabrication, production unit acceptance testing, and delivery of Second-Generation D5 Rail Cars in accordance with the Statement of Work (SOW) and Technical Data Package as delineated in Section J herein.

Reference SOW paragraphs 3.1, 3.5, and 3.6.

MINIMUM 0

MAXIMUM 20

See Price Matrix below for proposal pricing.

20 Each

0006 SPARES

This CLIN will be utilized to place orders for spare parts as needed. Orders under this CLIN will be negotiated on an as needed basis. This CLIN has a Not To Exceed (NTE) value of $100,000.

Reference Statement of Work paragraph 3.7.

0007 DATA

Technical Data Requirements for CLINs 0001 through 0006 in accordance with the Statement of Work (SOW) paragraphs 3.1, 3.1.1, 3.1.2, 3.1.3, 3.1.4.1, 3.1.4.2.2, 3.1.4.3, 3.2.1, 3.2.1.2, 3.2.1.3, 3.2.2, 3.3.3, 3.4.1, 3.4.2, 3.4.7, 3.4.8, 3.4.9, 3.5.1, and 3.5.3; Contract Data Requirements Lists (CDRLs) A001 through A023 as provided in Section J; and all applicable Data Item Descriptions (DIDs).

The price/costs for all technical data generated by the Contractor, directly or indirectly in its performance of this procurement effort, is included in the price/costs paid by the Government under CLINs 0001 through 0006.

NOT SEPARATELY PRICED (NSP)

0008 CONTRACT CEILING

This is NOT a Priced Line Item. This CLIN is ONLY to populate the contract ceiling amount.

No orders shall be placed against this CLIN.

PRICING MATRIX

CLIN 0005: Second-Generation D5 Rail Car Production Units

You are hereby requested to provide pricing for CLIN 0005 in Years 2-5 equating to a total 5-year ordering period.

Each year consists of 365 calendar days (366 in a leap year) starting the day of contract award. Different prices are acceptable for each year. Alternate proposals are acceptable for different quantity breaks. Please enter the unit price in each box.

Quantity Year 2 Year 3 Year 4 Year 5

5-8 9-12

CLIN MINIMUM/MAXIMUM QUANTITY AND CLIN VALUE

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

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

0001 1.00 N/A 1.00 N/A 0002 0.00 N/A 1.00 N/A 0003 0.00 N/A 1.00 N/A 0004 0.00 N/A 1.00 N/A 0005 0.00 N/A 20.00 N/A 0006 N/A $0.00 N/A $100,000.00 0007 1.00 N/A 1.00 N/A

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

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

CLIN

MINIMUM

QUANTITY

MINIMUM

AMOUNT

MAXIMUM

QUANTITY

MAXIMUM

AMOUNT

0001 1.00 N/A 1.00 N/A 0002 1.00 N/A 1.00 N/A 0003 1.00 N/A 1.00 N/A

0004 1.00 N/A 1.00 N/A 0005 1.00 N/A 12.00 N/A 0006 N/A $1,000.00 N/A $100,000.00 0007 1.00 N/A 1.00 N/A 0008 N/A N/A N/A N/A

CLAUSES INCORPORATED BY FULL TEXT

CNIN-B-0005 ORDERING -- ADDITIONAL INFORMATION

The agency authorized to place delivery orders against this contract is:

Naval Surface Warfare Center, Crane Division (NSWC Crane) – N00164 300 Hwy 361 Crane, IN 47522-5001.

Orders shall be placed against this contract using a DD 1155 or SF 1449 format.

CNIN-B-0006 PRICING OF STEPLADDER QUANTITY RANGE - (CLIN 0005)

Offerors must submit pricing for all stepladder quantities contained in the quantity range for CLIN 0005.

CNIN-B-0008 Data Rights

The Government shall have unlimited data rights to all technical data generated in the performance of this contract, whether required to be delivered or not, in accordance with (IAW) DFARS 252.227-7013; and similarly to all computer software and computer software documentation generated in the performance of this contract, whether required to be delivered or not, IAW DFARS 252.227-7014; unless an assertion is provided and accepted by the Government with the offer IAW DFARS 252.227-7017. Upon creation of an assertion table as directed/applicable, the Offeror will identify the specific CLIN and CDRL to which the assertion applies. No assertion table(s) will be accepted in response to a Basic Ordering Agreement (BOA). If the Government determines that acceptance of an assertion(s) is valid, said assertion(s) will be incorporated into each individual order or resultant contract.

CNIN-NOTICE-0001 SECTION B NOTES (JAN 2013)

1. Section K herein will be incorporated by reference and made a material part of the contract in accordance with

FAR 15.204-1(b).

2. The System for Award Management (SAM) has replaced Central Contracting Registration (CCR). Offers may obtain information on SAM registration and annual confirmation at the website https://www.sam.gov , or https://www.acquisition.gov and by phone at 1-866-606-8220.

3. Data Item Descriptions (DIDS) referenced in the attached Contract Data Requirements List(s) (CDRLs) are available at the following website: http://www.assistdocs.com

4. The technical data package may contain information that is export controlled. Only those companies that have completed DD Form 2345 and are certified under the Joint Certification Program (JCP) in an active status are authorized to receive export controlled information. Additional information is available at http://www.dlis.dla.mil/jcp/.

5. Technical questions concerning this procurement shall be submitted in writing to arrive at NSWC Crane no later than 2:00 PM EST on the seventh calendar day preceding the closing date shown on page 1 addressed as follows:

COMMANDER

CONTRACTING OFFICER/SPECIALIST LAURA ARMES

NSWC CRANE DIVISION

300 HWY 361

CRANE IN 47522-5000

or E-mail questions to laura.armes@navy.mil

6. Any amendments to the subject solicitation will be posted to NECO (http://www.neco.navy.mil) and

FedBizOps (http://www.fbo.gov). The complete solicitation package, including all amendments, should be received and reviewed prior to submitting a response. It is the responsibility of the offeror to obtain all amendments and/or other applicable documents prior to submission of the offer. Under these circumstances, offerors are reminded to include acknowledgement of acceptance of these amendments in their offer.

7. Offerors are reminded to list your Commercial and Government Entity (CAGE) Code and DUNS Number in Block 15 on Page 1.

8. Offerors must complete the annual representations and certifications listed in Section K electronically at the SAM website, www.sam.gov.

9. Offerors are notified that the Government is not requesting different Terms and Conditions submitted with offers. Submitting Terms and Conditions may potentially delay the award decision. Submitting additional Terms and Conditions at the time offer/proposal is submitted may result in the offer being determined nonresponsive and not eligible for award. Any Terms and Conditions provided by the offerors to the Government during market research are not considered part of a contractor’s proposal and will not be accepted by the Government.

10. EMAIL and FAXED proposals WILL NOT BE ACCEPTED. In addition, no other electronic or commerce proposal methods will be accepted. The ONLY acceptable method to submit a proposal is a hard copy to the address shown in Block 7 on Page 1 by the time and date specified in Block 9. The time specified in Block 8 is Eastern Daylight Time.

11. Offerors are reminded to include their CAGE Code and Company Name in all communications with the Government.

12. In order to access controlled documents associated with this solicitation, offerors must login to the www.fbo.gov website and request access. Offerors must be active in the SAM database and the Joint Certificate Program (JCP) to receive access to the controlled documents.

CNIN-NOTICE-0002 NSWC CRANE GENERAL PROCUREMENT INFORMATION (JAN 2013)

HANDLING OF INFORMATION BY CONTRACTOR SUPPORT PERSONNEL

Contractors are hereby notified that contractor support personnel within the NSWC Crane Contracting Department may be handling Bid and Proposal or Quote data as well as other correspondence and documentation concerning this action. Non-disclosure statements have been executed by all contractor support personnel participating in the process and are maintained by NSWC Crane.

BUSINESS HOURS

NSWC Crane Division allows flexible working hours for its employees. The core time when all employees are scheduled to work is 9:00 am to 3:00 pm (local time).

TAX EXEMPTION

Section 39(A) and Section 6 of the Indiana Gross Income Tax Act of 1933, specifically exempts NSWC Crane Division as a government activity from any payment of sales and use taxes.

The assigned Exemption Number is 0018103400015

VENDOR SURVEY

The NSWC Crane Contracting Office's mission is to provide responsive, best-value contracting and acquisition support for all customers, accomplished in partnership with industry, academia, and other Government activities, while maintaining the public's trust and fulfilling public policy objectives. In an effort to continually improve our services, the Contracting Office is conducting a survey of our vendors. Your comments will help us determine if we are accomplishing our mission and provide recommendations for ways to improve our processes. Please consider taking the time to complete the survey which can be accessed at the following address:

http://www.navsea.navy.mil/nswc/crane/working/contracting/Lists/Vendor%20Survey/overview.aspx.

NSWC CRANE VISITOR INFORMATION: PORTABLE ELECTRONIC DEVICE POLICY

NSWC Crane has implemented full compliance with the NAVSEA Access and Movement Control Instruction 5510.2C, dated 7 August 2012, which restricts the use of portable electronic devices (PEDs) in all NAVSEA spaces.

The policy states all government civilian, military and contractor personnel assigned to NSWC Crane and all visitors are prohibited from bringing any device or equipment capable of recording, transmitting or exporting photographic images or audible information of any kind into NSWC Crane spaces when classified information, Unclassified Naval Nuclear Propulsion Information (UNNPI) or other Controlled Unclassified Information (CUI) is exposed, unless specifically authorized by NSWC Crane. CUI may be present in any NSWC Crane space, making these personal devices prohibited throughout NSWC Crane spaces. For the purpose of this policy, “spaces” include outdoor ranges and test areas. These devices can be used in non-NSWC Crane areas and EastGate and WestGate are not currently covered by this policy. NSWC Crane areas will be clearly marked.

This includes, but is not limited to, personal computers, personal portable electronic devices (PEDs), electronic voice recorders and tape recorders. Personal PEDs include cellular telephones (including smartphones), devices like iPods and MP3 players, two-way pagers, personal digital assistants (PDAs), removable storage devices and handheld tablet/laptop computers. This also includes e-readers (kindles and nooks), as new versions of these devices contain cameras and distinguishing models is not evident by sight alone. One-way pagers are allowed for fire, safety and security purposes.

RAPIDGate NSA/NSWC CRANE INSTALLATION ACCESS For contracts which include the FAR 52.204-9 Personal Identity Verification of Contractor Personnel or will otherwise require frequent access to Naval Support Activity (NSA)/NSWC Crane site, the Contractor shall consider taking advantage of the benefits available from the following RAPIDGate program:

NSA/NSWC Crane is implementing the Navy Commercial Access Control System (NCACS) projects. The NCACS is the standard identity management and perimeter installation access control solution for the access management of vendors, contractors, suppliers and service providers who are not authorized a Common Access Card (CAC). The rationale for implementation of this system is to increase security while reducing impacts to the contractor community by improving efficiencies for base entry.

The new protocol being implemented to fulfill this NCACS requirement is the RAPIDGate system. The system meets Presidential Directive (HSPD-12) requirements by providing background checks of contractor personnel. A personal badge that affords base access (and/or multiple base access) for one year will be issued to each Contractor employee that meets background check criteria. While Contractors are not required to participate in this program, those Contractors who choose not to participate will be required to obtain daily passes for base access.

There are costs for contractors to participate in the RAPIDGate program which include a fee for the Contractor’s form and a fee per Contractor employee. Costs to participating Contractors are recaptured through increased productivity of their employees due to the reduction in waiting times at the Pass and Identification Office and Entry Control Point (ECP). Costs shall not be directly billed to the Government. The costs to participate in the RAPIDGate program are identified in the table below.

A Government Sponsor is required to validate a Contractor’s request for RAPIDGate access, and shall be the Contracting Officer’s Representative (COR). If there is no COR, then the Government Sponsor is the Contracting Officer (KO).

The Government does not guarantee the contractor’s successful enrollment or the successful enrollment of any contractor employees in the RAPIDGate program. Significant delays may result from choosing to access the installation by obtaining a one day pass. The Government will not be held responsible for any access delays associated with using the daily pass process. Please address any questions or concerns regarding RAPIDGate to the COR or the local Base Security Office personnel listed below.

NSA/NSWC Crane RAPIDGate Primary Program Point of Contact is Jon Thomas, and can be reached at Jon.M.Thomas@Navy.mil or at 812-854-5624. NSA/NSWC Crane RAPIDGate Secondary Program Point of Contact is Larry Patterson, and can be reached at Larry.Patterson@Navy.mil or 812-854-5642.

Additional information is available at http://www.rapidgate.com/rapidgate

RAPIDGate Pricing—(Subject to change without notice):

Program Enrollment Price

Single Installation Company $199.99 annually

Single Installation Employee $159.00 annually

Enterprise (Multiple installations) Company $249.00 annually - 2 or more installations

Enterprise (Multiple installations) Employee $199.00 annually - 2 or more installations

90 day Option Employee $59.00 per 90 days

Replacement Credential Employee $30.00 per credential

NSWC CRANE RECEIVING FACILITY SCHEDULE

Contractors shall schedule deliveries to ensure arrival at destination only on Monday through Friday (excluding holidays) between the hours of 7:00 A.M. and 2:00 P.M. Eastern Standard Time (EST). The receiving facility is closed on Saturdays and Sundays.

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

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor 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.

HQ B-2-0022 CONTRACT SUMMARY FOR PAYMENT OFFICE (FIXED

PRICE) (FEB 1997)

This entire contract is fixed price.

Section C - Descriptions and Specifications

CNIN-C-0001 PARTS/COMPONENTS TO CONFORM TO MANUFACTURER’S DATA

Parts or components described herein by reference to the appropriate model number shall be furnished in strict accordance with the manufacturer’s published data relating to said supplies except to the extent otherwise specified in this contract.

HQ C-2-0015 DATE/TIME PROCESSING REQUIREMENT—INFORMATION TECHNOLOGY

(NAVSEA) (SEP 2009)

(a) All information technology (IT), whether commercial or noncommercial, delivered under this contract that will be required to perform date/time processing involving dates subsequent to December 31, 1999, shall be Year 2000 compliant if properly installed, operated, and maintained in accordance with the contract specifications and applicable documentation. If the contract requires that specific deliverables operate together as a system, this requirement shall apply to those deliverables as a system.

(b) "Information Technology" or "IT," as used in this requirement, means "information technology" as that term is defined at FAR 2.101, and further including those items that would otherwise be excluded by paragraph (c) of that definition. "Year 2000 compliant" (as defined at FAR 39.002) means that the IT accurately processes date/time data (including), but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other IT, used in combination with the IT being delivered, properly exchanges date/time data with it. The "proper exchange" of date/time data shall be in accordance with the interface requirements specification(s) of the contract.

(c) For line item deliverables which are commercial items (as defined at FAR 2.101), and which include commercial IT, the terms and conditions of the standard commercial warranty covering such commercial IT shall apply in addition to, and to the extent such terms and conditions are consistent with, this requirement. Any applicable commercial warranty shall be incorporated into this contract by attachment.

(d) Notwithstanding any provision to the contrary in any other warranty of this contract, or in the absence of any such warranty(ies), the remedies available to the Government under this requirement shall include those provided in the Inspection clause(s) of this contract. Nothing in this requirement shall be construed to limit any rights or remedies the Government may otherwise have under this contract.

(e) Unless specified elsewhere in the contract, the Contractor will also deliver to the Government a report summarizing any Year 2000 compliance testing that was performed,and the results thereof.

(f) The remedies available to the Government for noncompliance with this requirement shall remain available for one hundred eighty (180) days after acceptance of the last deliverable IT item under this contract (including any option exercised hereunder).

(End of Text)

HQ-C-1-0001 ITEM(S) CLIN 0007 – DATA REQUIREMENTS (NAVSEA) (SEP 1992)

The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s), attached hereto.

HQ-C-1-0003 ITEM(S) CLIN 0006 – PROVISIONED ITEMS ORDER (NAVSEA) (APR 1999)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders may be placed by the Contracting Officer, Provisioning Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation on Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "CONTRACT DEFINITIZATION" (DFARS 252.217-7027) shall be included in any undefinitized order.

(d) Rejection of Unilateral Orders. The Contractor may reject any unilateral order if the Contractor determines that it cannot feasibly perform the order, or if the Contractor does not concur with the maximum ceiling amount.

However, each unilateral order shall be deemed to have been accepted by the Contractor unless within fifteen days of issuance of the order, the Contractor notifies the Contracting Officer in writing of its rejection of the order.

(e) Definitization of Undefinitized Orders.

(l) The Contractor agrees that following the issuance of an undefinitized order, it will promptly begin negotiating with the Contracting Officer the price and terms of a definitive order that will include: (A) all clauses required by regulation on the date of the order; (B) all clauses required by law on the date of execution of the definitive order; and, (C) any other mutually agreeable clauses, terms and conditions. No later than sixty (60) days after the undefinitized order is issued, the contractor agrees to submit a cost proposal with sufficient data to support the accuracy and derivation of its price; and, when required by FAR, cost or pricing data, including SF 1411. If additional cost information is available prior to the conclusion of negotiations, the Contractor shall provide that information to the Contracting Officer. The price agreed upon shall be set forth in a bilateral modification to the order. In no event shall the price exceed the maximum ceiling amount specified in the undefinitized order.

(2) Each undefinitized order shall contain a schedule for definitization which shall include a target date for definitization and dates for submission of a qualifying proposal, beginning of negotiations and, if appropriate, submission of make-or-buy and subcontracting plans and cost or pricing data. Submission of a qualifying proposal in accordance with the definitization schedule is a material element of the order. The schedule shall provide for definitization of the order by the earlier of:

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order.

However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

(ii) the date on which the amount of funds expended by the Contractor under the undefinitized order exceed fifty percent (50%) of the order's maximum ceiling amount, except as provided in subparagraph (f)(3) below.

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph (e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.8 and Part 31 of the FAR, and issue a unilateral order subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "LIMITATION OF GOVERNMENT LIABILITY" clause

(FAR 52.216-24).

(f) Limitation of Government Liability.

(l) Each undefinitized order shall set forth the limitation of Government liability, which shall be the maximum amount that the Government will be obligated to pay the Contractor for performance of the order until the order is definitized. The Contractor is not authorized to make expenditures or incur obligations exceeding the limitation of Government liability set forth in the order. If such expenditures are made, or if such obligations are incurred, they will be at the Contractor's sole risk and expense. Further, the limitation of liability shall be the maximum Government liability if the order is terminated. The "LIMITATION OF GOVERNMENT LIABILITY" clause shall be included in any undefinitized order.

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph (f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the Contractor has incurred costs in excess of fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

(g) Initial Spares. The limitations set forth in paragraph (c) and subparagraphs (e)(2), (f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of initial spares.

(h) Terminal Date for Placement of Orders. The Contractor shall not be obligated to accept any orders placed hereunder beyond l80 days after delivery of the last end item.

(i) Segregation of Costs. The Contractor shall segregate the costs of performance of each undefinitized order from the cost of performance of any other work performed by the Contractor.

HQ C-2-0002 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE

(NAVSEA) (JUN 1994)

(a) Performance under this contract may require that the Contractor have access 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 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) Compliance with this requirement is a material requirement of this contract.

HQ-C-2-0008 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (MAY 1993)

To the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the Government for the identification of parts, pieces, items, subassemblies or assemblies to be furnished under this contract, the Contractor shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards or Data Item Descriptions of the contract or as required by orders for spare and repair parts. The cognizant Government Contract Administration Office shall be responsible for providing the Contractor such NSNs or preliminary NSNs which may be assigned and which are not already in possession of the Contractor.

HQ C-2-0009 ASSIGNMENT OF SERIAL NUMBER(S) (NAVSEA) (SEP 1990)

The Contractor shall request serial number assignment, in writing, from the Cognizant Technical Program Office, with a copy to the cognizant Contract Administration Office. The request for serial number assignment shall contain the following minimum information:

(a) Contract number;

(b) Assigned line item number and description;

(c) Assigned type designation;

(d) Assigned model number;

(e) Top drawing number and ID (List of Drawings) number;

(f) Exact quantity for which serial numbers are being requested, including preproduction samples required by the contract; and

(g) National Stock Number

HQ C-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S)

DELIVERED TO AND/OR RECEIVED FROM THE

GOVERNMENT (NAVSEA) (APR 2004)

(a) The Contractor agrees to test for viruses all computer software and/or computer databases, 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 warrants that any such computer software and/or computer database will be free of viruses when delivered.

(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.

(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 data 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.

HQ-C-2-0014 CONTRACTOR'S PROPOSAL (NAVSEA) (JAN 2008)

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal dated in response to NAVSEA Solicitation No. N00164-14-R-GP55.

(b) The technical volume(s) of the Contractor's proposal is incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR 52.215-8) clause of this contract. Under the "ORDER OF PRECEDENCE" clause, the technical volume of the Contractor's proposal referenced herein is hereby designated as item

(f) of the clause, following "the specification" in the order of precedence.

HQ-C-2-0023 EXCLUSION OF MERCURY (NAVSEA) (JAN 2008)

Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this contract.

HQ C-2-0024 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 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.

HQ-C-2-0026 FIRST ARTICLE (CONTRACTOR TESTING) (NAVSEA) (SEP 1990)

(a) For the purpose of this contract, the "First Article" is synonymous with the terms "preproduction model(s)" and "preproduction equipment".

(b) The First Article shall conform in every respect to the requirements of this contract and shall be fully tested by the Contractor at its own expense to determine compliance with said requirements. The production equipment shall be manufactured with tools, material and methods which are the same as or representative of the tools, material and methods which were used to manufacture the First Article.

HQ-C-2-0032 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT - ALTERNATE II

(NAVSEA) (JAN 2008)

(a) NAVSEA Form 4340/2 or Schedule C, as applicable, Government Furnished Information, attached hereto, incorporates by listing or specific reference, all the data or information which the 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 NAVSEA Form 4340/2 or Schedule C, as applicable, notwithstanding anything to the contrary in the specifications, the publications listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, the clause entitled "GOVERNMENT PROPERTY" (FAR 52.245-1) or "GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES " (FAR 52.245-2), 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 NAVSEA Form 4340/2 or Schedule C, as applicable; or

(ii) add items of data or information to NAVSEA Form 4340/2 or Schedule C, as applicable; or

(iii) establish or revise due dates for items of data or information in NAVSEA Form 4340/2 or Schedule C, 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, the contractor may be entitled to an equitable adjustment in the contract amount and delivery schedule in accordance with the procedures provided for in the "CHANGES" clause of this contract.

HQ-C-2-0033 LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992)

The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH

VALUE ITEMS" (FAR 52.246-24):

CLIN 0002

CLIN 0005

HQ-C-2-0038 PERMITS AND RESPONSIBILITIES (NAVSEA) (SEP 1990)

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations, in connection with any movement over the public highways of overweight/overdimensional materials.

HQ-C-2-0051 SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

(a) Definitions.

(i) A "zero-tier reference" is a specification, standard, or drawing that is cited in the contract (including its attachments).

(ii) A "first-tier reference" is either: (1) a specification, standard, or drawing cited in a zero-tier reference, or (2) a specification cited in a first-tier drawing.

(b) Requirements.

All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only.

HQ-C-2-0059 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

If, during the performance of this or any other contract, the contractor believes that any contract contains outdated or different versions of any specifications or standards, the contractor may request that all of its contracts be updated to include the current version of the applicable specification or standard. Updating shall not affect the form, fit or function of the deliverable item or increase the cost/price of the item to the Government. The contractor should submit update requests to the Procuring Contracting Officer with copies to the Administrative Contracting Officer and cognizant program office representative for approval. The contractor shall perform the contract in accordance with the existing specifications and standards until notified of approval/disapproval by the Procuring Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

Section D - Packaging and Marking

CNIN-D-0006 INSTRUCTIONS FOR MARKING DISTRIBUTION STATEMENT

The Contractor shall comply with the instructions cited below for placement of the distribution statement associated with data. The applicable distribution statement is identified on each Contract Data Requirements List (DD Form 1423-1).

The distribution statement shall be displayed conspicuously on technical documents so as to be recognized readily by receipts. The distribution statement shall appear on each front cover and title page of a report. If the technical document does not have a cover or title page, the applicable distribution statement shall be stamped or typed on the front page in a conspicuous position.

HQ D-1-0001 DATA PACKAGING LANGUAGE

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

All unclassified data to be shipped 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 28 February 2006.

HQ D-1-0002 PACKAGING LANGUAGE (W/O MILITARY SPECIFICATIONS)

Item(s) CLIN 0006 The supplies furnished hereunder shall be packaged in accordance with best commercial practice.

HQ D-1-0006 WARRANTY NOTIFICATION FOR ITEM(S) 0002, 0005, & 0006 - (NAVSEA) (NOV 1996)

The Contractor shall apply a permanent warranty notification stamping or marking on each warranted deliverable end item and its container. The notification shall be placed in close proximity to other required stamping or markings so as to be easily readable by personnel. The warranty notification shall read:

THIS ITEM WARRANTED UNDER CONTRACT N00164-

TBD TO CONFORM TO DESIGN,

MANUFACTURING, AND PERFORMANCE REQUIREMENTS

AND BE FREE FROM DEFECTS IN MATERIAL AND

WORKMANSHIP FOR TBD FROM

DATE OF ACCEPTANCE. IF ITEM IS DEFECTIVE

NOTIFY TPOC AND PCO.

HQ D-2-0004 IDENTIFICATION MARKING OF PARTS (NAVSEA) (NOV 1996)

Identification marking of individual parts within the systems, equipments, assemblies, subassemblies, components, groups, sets or kits, and of spare and repair parts shall be done in accordance with applicable specifications and drawings.

To the extent identification marking of such parts is not specified in applicable specifications or drawings, such marking shall be accomplished in accordance with the following:

(1) Parts shall be marked in accordance with generally accepted commercial practice.

(2) In cases where parts are so small as not to permit identification marking as provided above, such parts shall be appropriately coded so as to permit ready identification.

HQ-D-2-0006 MARKING AND…