N00174-17-D-0026.pdf

DCMA PHILADELPHIA

700 ROBBINS AVENUE, BLDG. 4-A

P.O. BOX 11427

PHILADELPHIA PA 19111-0427

AWARD/CONTRACT

2. CONTRACT

RATING PAGE OF PAGES

DO-C9

3. EFFECTIVE DATE

(Proc. Inst. Ident.)

N00174-17-D-0026 15 Feb 2017

5. ISSUED BY CODE 6. ADMINISTERED BY (If other than Item 5) CODE

NO.

S3915A

4. REQUISITION/PURCHASE REQUEST/PROJECT NO.

NSWC IHEODTD N

4081 N. JACKSON RD

BLDG 841

INDIAN HEAD MD 20640-5116

7. NAME AND ADDRESS OF CONTRACTOR (No., street, city, county, state and zip code)

EPS CORPORATION

FRANCESCO A MUSORRAFITI

78 APPLE ST

TINTON FALLS NJ 07724-2600

CODE

11. SHIP TO/MARK FOR

64022

SEE SCHEDULE

. MD

CODE

FACILITY CODE

N00174

13. AUTHORITY FOR USING OTHER THAN FULL AND OPEN

COMPETITION:

[ ] 10 U.S.C. 2304(c)( )

15A. ITEM NO.

[ ] 41 U.S.C. 253(c)( )

15B. SUPPLIES/ SERVICES

SEE SCHEDULE

(X)

PART I - THE SCHEDULE

SEC. DESCRIPTION

16. TABLE OF CONTENTS

PAGE(S)

X X

A SOLICITATION/ CONTRACT FORM 1

X B

X C

SUPPLIES OR SERVICES AND PRICES/ COSTS

DESCRIPTION/ SPECS./ WORK STATEMENT

2 - 15

X D E

PACKAGING AND MARKING

X F

INSPECTION AND ACCEPTANCE

X G

DELIVERIES OR PERFORMANCE

30 - 32

CONTRACT ADMINISTRATION DATA

33 - 36

X H SPECIAL CONTRACT REQUIREMENTS

16 - 25 26 - 29

37 - 48 49 - 57

17. [ ] CONTRACTOR'S NEGOTIATED AGREEMENT X

CONTRACTING OFFICER WILL COMPLETE ITEM 17 (SEALED-BID OR NEGOTIATED PROCUREMENT) OR 18 (SEALED-BID PROCUREMENT) AS APPLICABLE document and return copies to issuing office.)1 Contractor is required to sign this items or perform all the services set forth or otherwise identified above and on any continuation Contractor agrees to furnish and deliver all sheets for the consideration stated herein. The rights and obligations of the parties to this contract shall be subject to and governed by the following documents: (a) this award/contract,

(b) the solicitation, if any , and (c) such provisions, representations, certifications, and specifications, as are attached or incorporated by reference herein.

(Attachments are listed herein.)

19A. NAME AND TITLE OF SIGNER (Type or print)

19B. NAME OF CONTRACTOR 19C. DATE SIGNED

BY

(Signature of person authorized to sign)

Previous edition is NOT usable

SCD: C

8. DELIVERY

[ ] FOB ORIGIN [ ] OTHER X (See below)

9. DISCOUNT FOR PROMPT PAYMENT

Net 30 Day s

10. SUBMIT INVOICES 0 ITEM

TO THE ADDRESS

SHOWN IN:

(4 copies unless otherwise specified) Section G

12. PAYMENT WILL BE MADE BY

DFAS COLUMBUS CENTER, NORTH ENTITLEMENT

P.O. BOX 182266

COLUMBUS OH 43218-2266

CODE HQ0337

14. ACCOUNTING AND APPROPRIATION DATA

15C. QUANTITY 15D. UNIT 15E. UNIT PRICE 15F. AMOUNT

15G. TO TAL AMO UNT O F CO NTRACT $10,957,882.77

(X)

PART II - CO NTRACT CLAUSES

SEC. DESCRIPTION PAGE(S)

PART III – LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACH.

X I CONTRACT CLAUSES 58 - 86

X

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

J LIST OF ATTACHMENTS 87

K

L

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

INSTRS., CONDS., AND NOTICES TO OFFERORS

M EVALUATION FACTORS FOR AWARD

18. [ ] SEALED-BID AWARD (Contractor is not required to sign this document.)

20A. NAME OF CONTRACTING OFFICER

JOYCE OLIVER / CONTRACTS

TEL: 301-744-6575 EMAIL: joyce.oliver@navy.mil

20B. UNITED STATES OF AMERICA

BY

(Signature of Contracting Officer)

20C. DATE SIGNED

15-Feb-2017

N00174

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

AUTHORIZED FOR LOCAL REPRODUCTION

Prescribed by GSA – FAR (48 CFR) 53.214(a)

STANDARD FORM 26 (REV. 5/2011)

document is necessary . (Block 18 should be checked only when awarding a sealed-bid contract.)

following documents: (a) the Government's solicitation and your bid, and (b) this award/contract. No further contractual to the terms listed above and on any continuation sheets. This award consummates the contract which consists of the including the additions or changes made by you which additions or changes are set forth in full above, is hereby accepted as

Your bid on Solicitation Number N00174-15-R-0017-0006

N00174-17-D-0026

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 1 Lot UNDEFINED $521,332.97

UNDERWATER WEAPONS SYSTEMS AND

UNDERWATER WEAPONS SYSTEMS COMPONENTS ACQUISITION,

LOGISTICS, AND ADMINISTRATIVE SUPPORT IAW SECTION 3.2.1,

3.2.2, AND 3.2.3 OF THE SOW.

MAX COST $491,823.56

FIXED FEE $29,509.41

TOTAL MAX COST + FEE $521,332.97

UNIT UNIT PRICE MAX AMOUNT

0002 1 Lot $10,157,400.00 $10,157,400.00 NTE

UNDERWATER WEAPONS SYSTEMS

FFP

AND COMPONENTS IAW SECTION 3.2.1 OF THE STATEMENT OF

WORK. (MATERIAL ONLY). NOT TO EXCEED $10,157,400.00.

FOB: Destination

MAX

NET AMT

$10,157,400.00

UNIT UNIT PRICE MAX AMOUNT

0003 UNDEFINED Lot UNDEFINED $29,149.80

OTHER DIRECT COSTS -

COST

TRAVEL. NOT TO EXCEED $29,149.80.

MAX COST $29,149.80

UNIT UNIT PRICE MAX AMOUNT

0004 1 Lot NSP

DATA (A001-A003)

FFP

to be provided in accordance with Contract Data Requirements List (CDRLs) (A001-A003)

Not Separately Priced

UNIT UNIT PRICE MAX AMOUNT

0005 1 Lot $250,000.00 $250,000.00 NTE

SHIPPING COSTS - BASE YEAR

FFP

INERT ITEMS ONLY

$250,000.00

UNIT UNIT PRICE MAX AMOUNT

0006 1 Lot UNDEFINED $8,510,089.92

OPTION UNDERWATER WEAPONS SYSTEMS AND

UNDERWATER WEAPONS SYSTEMS COMPONENTS ACQUISITION,

3.2.2, AND 3.2.3 OF THE SOW.

MAX COST $8,044,237.15

FIXED FEE $465,852.77

TOTAL MAX COST + FEE $8,510,089.92

UNIT UNIT PRICE MAX AMOUNT

0007 1 Lot $7,698,306.00 $7,698,306.00 NTE

OPTION UNDERWATER WEAPONS SYSTEMS

FFP

AND COMPONENTS IAW SECTION 3.2.1 OF THE SOW. (MATERIAL

ONLY). OPTION I. NOT TO EXCEED $7,698,306.00.

$7,698,306.00

UNIT UNIT PRICE MAX AMOUNT

0008 UNDEFINED Lot UNDEFINED $30,024.29

OPTION OTHER DIRECT COSTS -

COST

TRAVEL. OPTION I. NOT TO EXCEED $30,024.29.

MAX COST $30,024.29

UNIT UNIT PRICE MAX AMOUNT

0009 1 Lot NSP

OPTION DATA

FFP

to be provided in accordance with Contract Data Requirements List (CDRLs) (A001-A003)

UNIT UNIT PRICE MAX AMOUNT

0010 1 Lot $250,000.00 $250,000.00 NTE

OPTION SHIPPING COSTS - OPTION I

FFP

UNIT UNIT PRICE MAX AMOUNT

0011 1 Lot UNDEFINED $542,394.82

OPTION UNDERWATER WEAPONS SYSTEMS AND

UNDERWATER WEAPONS SYSTEMS COMPONENTS ACQUISITION,

3.2.2, AND 3.2.3 OF THE SOW. OPTION II.

MAX COST $511,693.23

FIXED FEE $30,701.59

TOTAL MAX COST + FEE $542,394.82

UNIT UNIT PRICE MAX AMOUNT

0012 1 Lot $10,157,086.50 $10,157,086.50 NTE

OPTION UNDERWATER WEAPONS SYSTEMS

FFP

AND COMPONENTS IAW SECTION 3.2.1 OF THE SOW. (MATERIAL

ONLY). OPTION II. NOT TO EXCEED $10,157,086.50

$10,157,086.50

UNIT UNIT PRICE MAX AMOUNT

0013 UNDEFINED Lot UNDEFINED $30,925.02

OPTION OTHER DIRECT COSTS -

COST

TRAVEL. OPTION II. NOT TO EXCEED $30,925.02.

MAX COST $30,925.02

UNIT UNIT PRICE MAX AMOUNT

0014 1 Lot NSP

OPTION DATA

FFP

to be provided in accordance with Contract Data Requirements List (CDRLs) (A001-A003)

UNIT UNIT PRICE MAX AMOUNT

0015 1 Lot $250,000.00 $250,000.00 NTE

OPTION SHIPPING COSTS - OPTION II

FFP

UNIT UNIT PRICE MAX AMOUNT

0016 1 Lot UNDEFINED $553,242.72

OPTION UNDERWATER WEAPONS SYSTEMS AND

UNDERWATER WEAPONS SYSTEMS COMPONENTS ACQUISITION,

3.2.2, AND 3.2.3 OF THE SOW. OPTION III.

MAX COST $521,927.09

FIXED FEE $31,315.63

TOTAL MAX COST + FEE $553,242.72

UNIT UNIT PRICE MAX AMOUNT

0017 1 Lot $7,696,425.00 $7,696,425.00 NTE

OPTION UNDERWATER WEAPONS SYSTEMS

FFP

AND COMPONENTS IAW SECTION 3.2.1 OF THE SOW. (MATERIAL

ONLY). OPTION III. NOT TO EXCEED $7,696,425.00.

$7,696,425.00

UNIT UNIT PRICE MAX AMOUNT

0018 UNDEFINED Lot UNDEFINED $31,852.77

OPTION OTHER DIRECT COSTS -

COST

TRAVEL. OPTION III. NOT TO EXCEED $31,853.77.

NOT TO EXCEED

MAX COST $31,852.77

UNIT UNIT PRICE MAX AMOUNT

0019 1 Lot NSP

OPTION DATA

FFP

to be provided in accordance with Contract Data Requirements List (CDRLs) (A001-A003)

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0020 1 Lot $250,000.00 $250,000.00

OPTION SHIPPING COSTS - OPTION III

NET AMT $250,000.00

UNIT UNIT PRICE MAX AMOUNT

0021 1 Lot UNDEFINED $564,307.57

OPTION UNDERWATER WEAPONS SYSTEMS AND

UNDERWATER WEAPONS SYSTEMS COMPONENTS ACQUISITION,

3.2.2, AND 3.2.3 OF THE SOW. OPTION IV.

MAX COST $532,365.63

FIXED FEE $31,941.94

TOTAL MAX COST + FEE $564,307.57

UNIT UNIT PRICE MAX AMOUNT

0022 1 Lot $9,170,050.56 $9,170,050.56 NTE

OPTION UNDERWATER WEAPONS SYSTEMS

FFP

AND COMPONENTS IAW SECTION 3.2.1 OF THE SOW. (MATERIAL

ONLY). OPTION IV. NOT TO EXCEED $9,170,050.56.

$9,170,050.56

UNIT UNIT PRICE MAX AMOUNT

0023 UNDEFINED Lot UNDEFINED $32,808.36

OPTION OTHER DIRECT COSTS -

COST

TRAVEL. OPTION IV. NOT TO EXCEED $32,803.36.

MAX COST $32,808.36

UNIT UNIT PRICE MAX AMOUNT

0024 1 Lot NSP

OPTION DATA

FFP

to be provided in accordance with Contract Data Requirements List (CDRLs) (A001-A003)

UNIT UNIT PRICE MAX AMOUNT

0025 1 Lot $250,000.00 $250,000.00 NTE

OPTION SHIPPING COSTS - OPTION IV

FFP

INCORPORATION OF AMENDMENTS

Amendments 0002, 0003, 0005, and 0006 issued under solicitation number N00174-15-R-0017 are hereby incorporated into this contract.

CLAUSES INCORPORATED BY FULL TEXT

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

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and 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-2-0015 - PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)

(a) For purposes of this contract, "fee" means "target fee" in cost-plus-incentive-fee type contracts, "base fee" 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 6% 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.

(c) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the special contract requirement entitled "LEVEL OF EFFORT." If the fee(s) is reduced and the 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.

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

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the Procuring Contracting Officer, Administrative Contracting Officer or their duly authorized representative, as advised by

DCAA.

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

(c) Relocation costs and travel costs incidental to relocation are allowable to the extent provided in FAR 31.205-35;

however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incidental to relocation.

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

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

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

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

HQ B-2-0023 CONTRACT SUMMARY FOR PAYMENT OFFICE (COST/FIXED PRICE) (FEB 1997)

This is a Hybrid IDIQ Contract with Firm Fixed Price (FFP), Cost Plus Fixed Fee (CPFF) and Cost type CLINS.

IHEODTD 5 - FEE, COST PLUS FIXED FEE INDEFINITE QUANITITY TYPE CONTRACTS

(NAVSEA/NSWC IHEODTD) (OCT 2013)

The percentage of fee applicable to delivery orders will be the same as the fee established in the basic contract.

Section C - Descriptions and Specifications

STATEMENT OF WORK

FOREIGN MATERIEL ACQUISITION AND

RELATED TECHNICAL SUPPORT

SECTION ONE: SCOPE

1.0 INTRODUCTION

Located on the Potomac River in Indian Head, Maryland, the Naval Surface Warfare Center, Indian Head Explosive Ordnance Disposal Technology Division (NSWC IHEODTD) supports Research, Development, Test and Evaluation (RDT&E) for weapon systems development associated with all aspects of naval warfare including mine warfare systems, naval special warfare systems, amphibious/expeditionary maneuver warfare systems, and other missions that are assigned by Commander, Naval Surface Warfare Center.

The United States Navy, Naval Sea Systems Command (NAVSEA), the Mine Warfare Program Office (PMS495), acting through NSWC IHEODTD has requirements to develop a weapons system acquisition/procurement program that provides land and underwater weapons systems (including authentic foreign mines) for RDT&E of land and underwater systems and mine countermeasures systems. The requirement is for authentic land and underwater weapons systems and weapons systems components including (but not limited to) land, surf zone, very shallow water, shallow water and deep water mines, and also for technical expertise in development and testing of land and underwater weapons and weapons systems. This type of acquisition requires dedicated and experienced personnel with broad and specific Naval ordnance background, as well as prior experience with Department of Defense (DoD) acquisition protocols. In addition, it is essential that personnel are well versed in the processes and methods involved in the logistics of certifying and transporting energetic materiel and ordnance items from Outside the Continental United States (OCONUS) locations to Continental United States (CONUS) locations.

1.1 SCOPE

This is an RDT&E effort and the Contractor shall be responsible for all aspects of underwater weapons systems and underwater weapons systems components procurement including coordinating transportation and inspection of the underwater weapons systems/components with the Hazardous Materials Transportation Office (HMTO). In addition, the Contractor shall provide science and technology (S&T) experts and equipment, modeling, testing, training, site operation, instrumentation, analysis, evaluations, and systems engineering support as needed.

The Contractor shall advise and assist the Government, but shall not make final decisions or certifications on behalf of the Government nor perform any inherently governmental functions.

The Contractor or its employees shall not represent the Government nor appear to represent the

Government in performance of these contract services. At all times, Contractor personnel shall wear appropriate identification identifying themselves as Contractor personnel. At all meetings, conferences, or sessions with the Government personnel, Contractor personnel shall clearly identify their status as Contractor employees. All reports delivered under this contract are property of the U. S. Government.

1.2 KEY PERSONNEL REQUIREMENTS

The Contractor shall provide a suitable mix of personnel with the education and demonstrated skills and experience necessary to perform the tasks described in the SOW. The key personnel requirements are for a Program Manager and Senior Engineer. Resumes will be required for all key personnel.

Key labor descriptions and qualifications are identified in Section C, Clause IHEODTD17.

1.3 TRAVEL

The Contractor may be required to travel within CONUS and OCONUS in performance of this contract, in accordance with FAR 31.205-46 “Travel Costs” and the Joint Travel Regulations (JTR). All travel shall be pre-approved by the technical point of contact.

1.4 SECURITY REQUIREMENTS

The Contractor must have a SECRET facility security clearance. The Program Manager working under this contract is required to have and maintain a SECRET security clearance. DD-254 will be provided.

SECTION TWO: APPLICABLE DOCUMENTS

Any applicable DOD Instruction will be provided with each delivery order issued.

SECTION THREE: REQUIREMENTS

The Contractor shall furnish all services, materials, and equipment except those to be provided as Government Furnished Information (GFI).

3.1 KICKOFF MEETING

There shall be a Government/Contractor Kickoff Meeting to establish Government/Contractor interfaces within 15 days after issuance of delivery order, or as mutually agreed to by the Government and the Contractor. The anticipated meeting objectives shall include a face to face meeting between key personnel, team introduction, general program discussions, as well as more specific information in regards to the programs the contract supports. The Contractor shall document meeting minutes for Government review and approval within 10 business days from the completion of the meeting (CDRL A001).

3.2 REQUIREMENTS

3.2.1 UNDERWATER WEAPONS SYSTEMS AND UNDERWATER WEAPONS

SYSTEMS COMPONENTS ACQUISITION SUPPORT

The Contractor shall provide underwater weapons systems and underwater weapons systems components acquisition support. The Government anticipates that identified items will be procured from, but not limited to, the following countries: Bulgaria, Ukraine, Poland, Italy, and Montenegro. The acquisition tasking will include the following:

• Locate potential suppliers, negotiate with the potential suppliers, arrange government attended supplier site visits for negotiations, and provide cost estimates for the desired items;

• Purchase/acquire the desired items by contracting with the suppliers for the acquisition of underwater weapons systems and underwater weapons systems components;

• Authenticate the purchased items, deliver to the continental United States, and arrange government attended progress inspections and final inspections with the suppliers for underwater weapons systems including (but not limited to) identified/named LIVE, fully functional “war shot” mines and/or fuzes, and/or INERT/energetics-free mines and/or fuzes from country of origin.

• Ensure the underwater weapons systems and underwater weapons systems components are in stable condition with no energetics exuding from the containers.

Mines and fuzes may be newly produced, or can be from existing inventories – as specified by the contracting authority;

• Obtain official export licenses from the governments of the countries of manufacture;

• Obtain documentation for the purchased items if available or negotiable (technical manuals, instruction manuals, user manuals, etc.

Required Licenses/Permits:

• U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms and Explosives, Federal Firearms License (FFL), Class 11 (Importer of Destructive Devices)

3.2.2 LOGISTICS SUPPORT

The Contractor shall provide personnel with in-depth knowledge of DoD procurement practices and international energetic material transportation and shipping, who are able to plan and execute procurement and all related transportation documentation. The Contractor shall have complete understanding of the DoD international and domestic transportation of hazardous materials. All shipping and handling of LIVE acquisition items will be coordinated with HMTO. Shipping and handling of INERT acquisition items will be coordinated either through HMTO or another shipper contracted, arranged and coordinated by the contractor, this to be at the US governments discretion. The Contractor must be able to obtain a "safe-to-ship" certification from HMTO personnel or appropriate authority for LIVE acquisition items, and provide all other necessary certifications to safely and legally transport all foreign underwater weapons systems and underwater weapons systems components purchased to the United States.

The Contractor must provide copies of all certifications and licenses/permits required.

3.2.3 ADMINISTRATIVE SUPPORT

The Contractor shall provide administrative support capable of direct communication with the supplying company, to guarantee timely turnaround, as well as coordination with Government personnel abroad.

4.0 REPORTING REQUIREMENTS:

4.1 MONTHLY PROGRESS REPORTS

The Contractor shall prepare and submit monthly progress reports in accordance with CDRL A002.

HQ C-1-0001 - ITEM(S) 0004, 0009, 0014, 0019 and 0024 - 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) A001-A003 , attached hereto.

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, for 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-2-0014 CONTRACTOR'S PROPOSAL (NAVSEA) (MAR 2001)

(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 N00174-5-R-0017 dated 26 May 2015 in response to NAVSEA Solicitation No. N00174-15-R-0017

(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-2-0037 ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000)

(a) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) 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 organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a future acquisition. In order to avoid this potential 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 in accordance with the requirements of FAR 9.5.

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

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

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to 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 paragraph (f) of this Special Contract Requirement relating to notification shall apply to any release of information in contravention of this paragraph (d).

(e) The Contractor further 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 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 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 recompetition 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, affiliate, 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.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest, it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict 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. 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.

(g) Notwithstanding paragraph (f) 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 an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this contract for default.

(h) 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.

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

(j) Nothing in this 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 requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement.

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

(l) 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.

(m) 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.

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

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/over dimensional materials.

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 any 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.

HQ C-2-0063 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-based or electronic mail room, 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 required will contain a requirement that:

(1) The support contractor not discloses 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 direction action against the support contractor, or any person to whom the support contractor has released or disclosed protected information, of 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 or 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.

IHEODTD 17 - PERSONNEL QUALIFICATIONS (MINIMUM) NAVSEA/NSWC IHEODTD (OCT 2013)

(a) Personnel assigned to or utilized by the Contractor in the performance of this contract shall, as a minimum, meet the experience, educational, or other background requirements set forth below and shall be fully capable of performing in an efficient, reliable, and professional manner. If the offeror does not identify the labor categories listed below by the same specific title, then a cross-reference list should be provided in the offeror's proposal identifying the difference.

(b) The Government will review resumes of Contractor personnel proposed to be assigned, and if personnel not currently in the employ of Contractor, a written agreement from the potential employee to work will be part of the technical proposal.

(c) If the Ordering Officer questions the qualifications or competence of any person performing under the contract, the burden of proof to sustain that the person is qualified as prescribed herein shall be upon the Contractor.

(d) The Contractor must have the personnel, organization, and administrative control necessary to ensure that the services performed meet all requirements specified in delivery orders. The work history of each Contractor employee shall contain experience directly related to the tasks and functions to be assigned. The Ordering Officer reserves the right to determine if a given work history contains necessary and sufficiently detailed, related experience to reasonably ensure the ability for effective and efficient performance.

KEY PERSONNEL QUALIFICATIONS

Program Manager (Key) Secret Clearance Education: Masters of Science degree in a recognized engineering, scientific, mathematics, or technical discipline from an accredited college or university and ten (10) years of qualifying experience or a Bachelor’s degree from an accredited college or university with fifteen (15) or more years of qualifying experience.

Required License:

• U.S. Department of Justice, Bureau of Alcohol, Tobacco, Firearms (ATF), Class 11 License (Importer of Destructive Devices)

Experience: Qualifying experience should be in managing progressively complex programs and systems of a technical nature with at least half of the years of experience in program management of government contracts involving supervision of technical, program, and administrative personnel to complete tasks relating to the acquisition and in-service support of complex systems for the Navy. Candidate shall have extensive experience with Naval ordnance, specifically underwater weapons systems and have experience with Department of Defense (DOD) acquisition protocols. Candidate shall have experience with the processes and methods involved in the logistics of certifying and transporting energetic material from OCONUS locations to CONUS locations.

Functional Responsibility: Functions as the overall lead, manager and administrator for the contract effort and serves as the primary interface and point of contact with the Government on technical program/project and contract administration issues. Program manager shall negotiate, contract and deliver to the continental United States foreign materiel such as underwater weapons systems and underwater weapons systems components from specified countries.

Program manager shall supervise program/project operations by developing engineering, technical and management procedures and controls, planning and directing project execution, monitoring, and reporting progress. Program manager shall manage acquisition and employment of program/project resources. Program manager shall manage and control financial and administrative aspects of the program/project with respect to contract requirements.

Senior Engineer (Key)

Education: Masters of Science degree in a recognized engineering, scientific, mathematics, technical discipline from an accredited college or university and five (5) years of qualifying experience or a Bachelor’s degree from an accredited college or university with ten (10) or more years of qualifying experience.

Experience: Qualifying experience should be in performing engineering analysis, technical program management, and system level program assessments of progressively complex programs and systems of a technical nature with at least half of the years of experience in engineering and technical program management of government contracts involving supervision of technical, engineering, and administrative personnel to complete tasks relating to the support of design, development, integration and delivery of complex systems related to underwater weapons systems that can be deployed by air, sea, or unmanned vehicles.

Functional Responsibility: Functions as overall lead manager and administrator for project engineering efforts and supervises project, operations, technical and management procedures, planning and execution and reporting. Develops top level and detailed engineering designs, and develops optimized engineering solutions to complex problems. Must be able to direct, manage and participate in developing specifications, evaluating design/technology options, equipment testing, system architectures, and engineering documentation. Senior engineer shall assist in the preparation of documentation such as engineering change proposals. Senior engineer must be capable of preparing complex reports, briefings and presentations. Senior engineer shall provide direct supervision to junior technical staff members.

Section D - Packaging and Marking

HQ D-1-0001 DATA PACKAGING LANGUAGE (NAVSEA)

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 28 February 2006.

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 PACKING LIST(S) (NAVSEA) (NOV 1996)

(a) Marking. Shipments, shipping containers and palletized unit loads shall be marked in accordance with best commercial practice.

(b) Packing List(s). A packing list (DD Form 250 Material Inspection and Receiving Report may be used) identifying the contents of each shipment, shipping container or palletized unit load shall be provided by the Contractor with each shipment. When a contract line item identified under a single stock number includes an assortment of related items such as kit or set components, detached parts or accessories, installation hardware or material, the packing list(s) shall identify the assorted items.

Where assortment of related items is included in the shipping container, a packing list identifying the contents shall be furnished.

(c) Master Packing List. In addition to the requirements in paragraph (b) above, a master packing list shall be prepared where more than one shipment, shipping container or palletized unit load comprise the contract line item being shipped. The master packing list shall be attached to the number one container and so identified.

(d) Part Identification. All items within the kit, set, installation hardware or material shall be suitably segregated and identified within the unit pack(s) or shipping container by part number and/or national stock number.

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

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) whether the contract was competitively or non-competitively awarded

(5) sponsor: Timothy Hennessey (Name of Individual Sponsor)

NSWC IHEODTD

(Name of Requiring Activity) Indian Head, MD (City and State)

IHEODTD 2 - EXPLOSIVE OR HAZARDOUS MATERIALS – PACKAGING & LABELING

(NAVSEA/NSWC IHEODTD) (OCT 2013)

(a) Packaging, Packing, Marking and Labeling of Explosive materials to be shipped by any mode or combination of transportation modes shall be prepared (properly classed, described, packaged, marked, labeled, placarded, etc) for shipment in accordance with all applicable Department of Transportation/Department of Defense regulations in effect at time of shipment.

(b) In the event of a conflict between specific requirements in the contract or order and existing applicable regulations, the regulations take precedence. Under no circumstance shall the contractor knowingly use materials, markings or procedures that are not in accordance with law and regulations applicable to the mode of transportation employed.

Mode of Transportation Applicable Regulation

1. Domestic Highway A

2. Domestic Commercial Air A, B

3. Export Surface A, C, E

4. Export Commercial Air A, B, E

5. Export Military Air (MAC) D, E

List of Regulations

A. Code of Federal Regulations Title 49 B. International Air Transport Association (IATA) Dangerous Goods Regulation C. International Maritime Organization (IMO) Dangerous Goods Regulation D. Air Force Joint Manual (AFJAM) Preparation of Hazardous Materials for Military Air Shipment E. Export shipments are also subject to the domestic regulations indicated to transport the material to the port of embarkation (POE).

(c) Markings listed below are a minimum for acceptance of the material:

1. Proper Shipping Name, UN Number, Name and Address of Shipper and Consignee as required by all the above regulations.

(d) Additional Required Markings for EXPLOSIVE Material (To be completed by Contracting from Tech Data Package Information):

1. National Stock Number __________________or

Local Stock Number _____________________

2. Material Item Nomenclature

3. Lot # / Quantity contained in this package

4. Net Explosive Weight / Gross Weight of Package

(e) A packing list must be placed on the outside of the package with the shipping papers (i.e. DD 250, DD 1149, etc) enclosed. The shipping papers must include the technical point of contact at Destination for Delivery.

All other documentation should be placed in a separate packing list.

TECHNICAL POINT OF CONTACT FOR DELIVERY:

(To be completed by Contracting from Tech Data Package Information)

NAME: Timothy Hennessey____

CODE: E32TH ___________

PHONE NUMBER: (301) 744 -1932

IHEODTD 30 - HAZARDOUS MATERIALS (NAVSEA/NSWC IHEODTD) (OCT 2013)

(a) Packaging, Packing, Marking and Labeling Hazardous materials to be shipped by any mode or combination of transportation modes shall be prepared (properly classed, described, packaged, marked, labeled, transport vehicle placarded, etc.) for shipment in accordance with MIL and all applicable government and carrier regulations in effect at time of shipment.

(b) In the event of a conflict between specific requirements in the contract or order and existing applicable regulations, the regulations take precedence. Under no circumstances shall the contractor knowingly use materials, markings or procedures which are not in accordance with laws and regulations applicable to the mode of transportation employed.

TYPE OF SHIPMENT

REGULATIONS APPLICABLE

1. Domestic A

2. Domestic Air Commercial A, B, C

3. Domestic Air Military A, F *4. Export Surface A, E, G *5. Export Air Commercial A,.D, G *6. Export Air Military (MAC) F, G

LIST OF REGULATIONS

A. Code of Federal Regulations Title: 49 Transportation Parts 100 B. Official Air Transport Restricted Articles Tariff No. 6C.A.B. 82 C. Official Air Transport Restricted Articles Circular No. 6 D. International Air Transport Association Restricted Articles Regulations E. International Maritime Dangerous Goods Code F. Air Force Joint Manual (AFJM) 24Preparation of Hazardous Materials for Military Air Shipment *G. Export shipments are also subject to the domestic regulations indicated to the port of embarkation.

IHEODTD 31 - MARKING OF SHIPMENTS (COMMERCIALLY PACKAGED ITEMS) (NAVSEA/NSWC

IHEODTD) (OCT 2013)

(a) Marking shall be in accordance with ASTM D 3951-98, "Commercial Packaging of Supplies and Equipment."

(b) Additional markings are stated below: PER INDIVIDUAL DELIVERY ORDER

Contract No: N00174-17-D-0026

Bldg:

Code:

*Note: When the item is over 1000 lbs the contractor is to stencil the weight on the crate

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 0006 Destination Government Destination Government 0007 Destination Government Destination Government 0008 Destination Government Destination Government 0009 Destination Government Destination Government 0010 Destination Government Destination Government 0011 Destination Government Destination Government 0012 Destination Government Destination Government 0013 Destination Government Destination Government 0014 Destination Government Destination Government 0015 Destination Government Destination Government 0016 Destination Government Destination Government 0017 Destination Government Destination Government 0018 Destination Government Destination Government 0019 Destination Government Destination Government 0020 Destination Government Destination Government 0021 Destination Government Destination Government 0022 Destination Government Destination Government 0023 Destination Government Destination Government 0024 Destination Government Destination Government 0025 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-7 Inspection Of Research And Development Fixed Price AUG 1996 52.246-16 Responsibility For Supplies APR 1984

252.246-7000 MATERIAL INSPECTION AND RECEIVING REPORT (MAR 2008)

(a) At the time of…