N6133119R0015.pdf

CODE

(Hour)

PAGE(S)

until 04:00 PM local t ime 08 Jul 2019

X

A X B X C X D

EX

X

G F 63 - 73

74 - 83 H 84 - 88

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)

1 88

(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.

N61331 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 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 conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 7

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

8 - 23 24 - 27

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

28 - 31

32 - 34 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 35 - 43 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

44 - 61

PART II - CO NTRACT CLAUSES

NSWC PCD (T. BUSHMAN)

TOMMY.BUSHMAN1@NAVY.MIL

110 VERNON AVE

PANAMA CITY FL 32407 850-235-5789

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

13 Jun 2019

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N6133119R0015

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 1 Lot MASC-Base Year

FFP

BASE YEAR - FFP - Hardware, materials, and supplies.

FOB: Destination

PSC CD: 2090

MAX

NET AMT

UNIT UNIT PRICE MAX AMOUNT

0002 UNDEFINED

Technical Data

FFP

Contract Data Requirements List (CDRLs) in accordance with CDRLs listed in Section J. This CLIN is Not Separately Priced (NSP).

UNIT UNIT PRICE MAX AMOUNT

1001 1 Lot OPTION MASC-Option Year 1

FFP

OPTION YEAR 1 - FFP - Hardware, materials, and supplies.

UNIT UNIT PRICE MAX AMOUNT

1002 UNDEFINED

OPTION Technical Data

FFP

UNIT UNIT PRICE MAX AMOUNT

2001 1 Lot OPTION MASC-Option Year 2

FFP

OPTION YEAR 2 - FFP - Hardware, materials, and supplies.

UNIT UNIT PRICE MAX AMOUNT

2002 UNDEFINED

OPTION Technical Data

FFP

UNIT UNIT PRICE MAX AMOUNT

3001 1 Lot OPTION MASC-Option Year 3

FFP

OPTION YEAR 3 - FFP - Hardware, materials, and supplies.

UNIT UNIT PRICE MAX AMOUNT

3002 UNDEFINED

OPTION Technical Data

FFP

UNIT UNIT PRICE MAX AMOUNT

4001 1 Lot OPTION MASC-Option Year 4

FFP

OPTION YEAR 4 - FFP - Hardware, materials, and supplies.

UNIT UNIT PRICE MAX AMOUNT

4002 UNDEFINED

OPTION Technical Data

FFP

UNIT UNIT PRICE MAX AMOUNT

9001 1 Lot

CONTRACT CEILING

FFP

The CLIN is ONLY to populate the contract ceiling in the amount of $48,000,000.00. No orders will be priced against this CLIN

Section C - Descriptions and Specifications

STATEMENT OF WORK

STATEMENT OF WORK

FOR

SUPPLIES AND COMPONENTS IN SUPPORT OF THE NAVAL SURFACE WARFARE CENTER

PANAMA CITY DIVISION AND THE US NAVY

08 March 2019

1.0 SCOPE

The Naval Surface Warfare Center, Panama City Division (NSWC PCD) has a requirement for multiple sources to provide hardware, materials, and supplies to support compelling and emergent requirements. These supplies may include commercial-off-the-shelf (COTS) items as well as non-commercial original equipment manufacturer (OEM) specific items. These items will be in support of all programs supported by NSWC PCD and its Sponsors and Government Partners. Examples of these programs are:

Organic Airborne Mine Countermeasure (OAMCM) Systems Joint Expeditionary Command and Control (JEXC2)

Remote Minehunting Systems H60 Integration

Unmanned Maritime Systems Acoustics, Magnetics

Mine Warfare Programs Electro-Optics, Signal Processing

Mission Module Integration Dive and Life Support Systems

Fleet Introduction & Sustainment Senor and Data Fusion

Landing Craft Air Cushioned (LCAC) Vehicles Deployed Joint Command and Control (DJC2) Systems

Ship To Shore Connector Special Warfare and Seal Delivery Vehicles (SDV)

Expeditionary Warfare Programs Navy Experimental Dive Unit (NEDU) Projects

Surface Mine Countermeasure Systems Extreme Environments Systems

US Marine Corp systems Littoral Combat Ship (LCS)

Potential suppliers may be required to provide supplies from a number of systems or equipment and systems or equipment design information that are proprietary to the Original Equipment Manufacturers (OEM).

Potential suppliers shall have the ability to fulfill orders between $250 Thousand dollars and up to $5 Million dollars or more. The Contractor shall enter into subcontracts, Associate Contractor Agreements (ACA), or Non-Disclosure Agreements (NDA) with pertinent vendors as appropriate. These deliverables would be identified in each of the individual delivery orders.

2.0 APPLICABLE DOCUMENTS

Applicable military specifications and standards that are listed in the issue of the Department of Defense Index of Specifications and Standards (DODISS), and current on the date of contract award, plus applicable industry standards, or any other program documents may be specified within the individual delivery orders that will be issued for performing specific tasks under this indefinite delivery / indefinite quantity contract.

The following specifications, standards, and handbooks form a part of this SOW to the extent cited herein. All reference documents may be used for guidance unless otherwise specified within the body of this SOW. Guidance documents may be used as an aid in identifying applicable topics to be addressed consistent with meeting the requirements of the program. The Contractor should propose alternatives to the specifications and standards cited herein if it would enhance system performance or cost effectiveness as necessary.

2.1 Military Standards

None

2.2 Military Specifications

None

2.3 Other Documents

Document Number Date Title ANSI/ISO/ASQ 9001 2015 Quality Management Systems

OPNAVINST 5102.1D 07 January 2005 Navy & Marine Corps Mishap and Safety Investigation, Reporting, And Record Keeping Manual

3.0 REQUIREMENTS

3.1 Hardware Acquisitions

As tasked in individual delivery orders, the contractor shall provide equipment and supplies from the following list of federal supply codes (FSC):

FSC Code Description

20 Ship and Marine Equipment

23 Ground Effect Vehicles, Motor Vehicles, Trailers, and Cycles

25 Vehicular Equipment Components

28 Engines, Turbines, and Components

29 Engine Accessories

30 Mechanical Power Transmission Equipment

35 Service and Trade Equipment

39 Materials Handling Equipment

40 Rope, Cable, Chain, and Fittings

42 Fire Fighting, Rescue and Safety Equipment

43 Pumps and Compressors

47 Pipe, Tubing, Hose, Fittings

48 Valves

49 Maintenance and Repair Shop Equipment

54 Prefabricated Structures and Scaffolding

58 Communications, Detection and Coherent Radiation Equipment

59 Electrical and Electronic Equipment Components

60 Fiber Optics Materials and Components, Assemblies and Access

61 Electric Wire, and Power and Distribution Equipment

63 Alarm, Signal, and Detection Systems

66 Instruments and Laboratory Equipment

68 Chemicals and Chemical Products

69 Training Aids and Devices

70 ADP Equipment Software, Supplies and Support Equipment

81 Containers, Packaging, and Packing Supplies

84 Clothing, Individual Equipment, and Insignia

95 Metal Bars, Sheets, and Shapes

99 Miscellaneous

3.2 Fabrication Support

As tasked in individual delivery orders, the contractor shall provide fabrication support to manufacture, fabricate, and assemble equipment and supplies in accordance with Government Furnished Information. The items to be fabricated will be within the area of the FSCs listed in SOW paragraph 3.1. The contractor shall provide all facilities, tooling, personnel, and materials to fabricate the equipment and supplies. All quality requirements shall be as specified in SOW paragraph 3.3.

3.3 Quality Assurance

This functional area consists of applying engineering and analytical disciplines to ensure that the processes and products used in the performance of this SOW result in quality products. The Contractor will establish, implement, document, and maintain a quality system that ensures conformance to delivery order requirements and meets the requirements of ANSI/ISO/ASQ 9001-2015 (Reference Section E HQ-E-2-0015 Quality Management System Requirements), or an equivalent quality system model.

No later than 30 days after award, the Contractor shall submit a Quality Control Plan (QCP) for review and approval. The QCP shall describe the Quality Management System methodology and approaches used under the contract. Within seven calendar days of any change during period of performance, the Contractor shall submit to the COR a revised QCP for review and approval. Reference NAVSEA FY13 Standard Item 009-04 (29 Jul 2011) - Quality Management System; Provide and NAVSEA FY13 Standard Item 009-06 (17 Oct 2012) - Protection During Contamination-Producing Operations and Maintaining Cleanliness Accomplish. (CDRL A001)

3.4 Safety and Health

The requirements of this order may require Contractor personnel to come in contact or be exposed to hazardous conditions. All systems will be provided complete with the respective Material safety data sheet (MSDS) and instructions on disposal and the use of the respective material. The Contractor shall abide by all applicable federal, local and state occupational safety and health requirements. No later than 30 days after award, the Contractor shall provide a copy of their Safety & Health Program documentation they will utilize for this requirement to the COR for review and approval. The Contractor's Safety & Health Program (S&HP) shall identify the personnel responsible for managing, implementing, training of and enforcement of the S&HP, process to insure employees have appropriate Personal Protection Equipment (PPE), process to ins employees have all required training and certifications related to Occupational Safety and Health Requirements. When applicable, the COR will provide the Contractor the Government Agency's mission specific Standard Operating Procedures (SOP) that may include safety & health requirements. (CDRL A002)

3.5 Accident Reporting

The Contractor shall maintain an accurate record of and shall report all accidents to the PCO and/or the appropriate Security Department as prescribed by OPNAVINST 5102.1D dated 07 January 2005. (CDRL A003)

3.6 Damage Reporting

The Contractor shall maintain an accurate record of and shall report to the PCO all damages to Government Furnished Equipment and Facilities as prescribed by OPNAVINST 5102.1D dated 05 October 2010. (CDRL A004)

4.0 GOVERNMENT FURNISHED PROPERTY

All GFP, if any, will be specified in individual delivery orders.

5.0 DRAWINGS

Any applicable drawings that accompany Delivery Orders will be considered to be part of the scope of work.

6.0 SECURITY

This requirement is UNCLASSIFIED.

7.0 RELEASE OF INFORMATION

All technical data provided to the Contractor by the Government shall be protected from public disclosure in accordance with the marking contained thereon. All other information relating to the items to be delivered or services to be performed under this contract shall not be disclosed by any means without prior written approval of the authorized representative of the Contracting Officer. Dissemination or public disclosure includes, but is not limited to, permitting access to such information by foreign nationals or by any other person or entity; publication of technical or scientific papers; advertising; or any other public release. The Contractor shall provide adequate physical protection to such information so as to preclude access by any person or entity not authorized such access by the Government.

8.0 ANTICIPATED DELIVERABLES

Hardware and data deliverables will be specified in individual task orders issued under the contract. Specific technical data will be ordered under CDRLs attached to individual delivery orders issued under the contract. It is anticipated that data items ordered under individual orders will be required to be prepared using standardized Data Item Descriptions (DIDs) listed in the DoD 5010.12-L, Acquisition Management System and Data Requirements Control List (AMSDL) current at the time of order issuance. It is anticipated that data deliverables prepared under this contract may be required to be delivered as either hardcopy and on electronic media or both as specified in the individual delivery orders.

9.0 COMMENCEMENT OF WORK

No work under this contract will commence until such time as the Contracting Officer issues a Delivery Order, either in writing or orally. Oral Delivery Orders will be confirmed by the issuance of a written Delivery Order within three working days.

10.0 PLACE OF PERFORMANCE

The place of performance/delivery will be designated on each delivery order.

DISTRIBUTION STATEMENT/NOTICE

Technical documents generated under the delivery order shall carry the following Distribution Limitation Statement on the cover and title page: TO BE DETERMINED ON EACH DELIVERY ORDER, IF APPLICABLE

DISTRIBUTION STATEMENT : TO BE DETERMINED ON EACH DELIVERY ORDER, IF APPLICABLE

DESTRUCTION NOTICE - TO BE DETERMINED ON EACH DELIVERY ORDER, IF APPLICABLE

ORDERING PROCEDURES

IDENTIFICATION OF PROCURING CONTRACTING OFFICER

Overall administration of the basic contract and all Delivery Orders will be the responsibility of this office. The PCO/ACO is responsible for the contract in its entirety and possesses complete authority to modify the terms of the basic contract. All correspondence for the basic contract shall be addressed to the PCO and shall include the contract number assigned.

MULTIPLE AWARD CONTRACT

Orders will be placed under the resulting contracts in accordance with FAR 16.505(b) Orders under Multiple Award Contracts.

FUTURE DELIVER ORDER ISSUANCE PROCEDURES

The evaluation criteria and basis of award for the MASC awards and first delivery order(s) are described in Section L and M. After contract award, procedures for issuing delivery orders are stated below:

1. GENERAL

a. When the Government requires work under the contract, a Request for Proposal (RFP) will be emailed to the MASC awardees.

b. Contract awardees are required to submit a proposal for all Delivery Order Requests for Proposal (RFP) received from the Government. However, in the event a MASC awardee is unable to submit a proposal on a particular RFP, the contractor is required to notify, in writing, the Contracting Officer within five working days from receipt of the RFP.

c. A MASC awardee can only elect to withdraw from submitting a proposal on two delivery order

RFPs during the course of each year of the contract (base plus four options). Additional withdrawal requests, in excess of two per year, may result in the Government not exercising remaining option terms.

d. Delivery Orders will be awarded on a DD Form 1155 (Order for Supplies or Services). The Government will not be obligated to reimburse the contractor for work performed or any costs incurred, nor shall the contractor be obligated to perform or otherwise incur costs except as authorized by executed delivery orders.

e. Each Delivery Order shall include as a minimum:

• Date of order

• Contract number and order number

• Contract item number and description, quantity, and unit price

• Delivery schedule

• Place of delivery

• Any packaging, packing, and shipping instructions

• Accounting and appropriation data

• Method of payment and payment office

• Wide Area Workflow Payment Iinstructions

• Distribution Statement

• Warranty Notifications, if applicable

• Inspection and Acceptance, if applicable

• Government Furnished Property, if applicable

f. Postaward Notices and Debriefing of Awardees for Orders Exceeding 5.5 million. The contracting officer shall notify unsuccessful awardees when the total price of a delivery order exceeds $5.5 million.

g. Delivery Orders may be modified by the Procuring Contracting Officer. Modifications to delivery orders will be issued on a Standard Form (SF) 30 and cute the Delivery Order Number.

2. COMPETITION

a. Competition in limited for delivery orders to those awardees under the multiple award contract. All awardees will be given a fair opportunity to be considered for each delivery order. Upon determining the need to issue a delivery order, all awardees will be considered equally against the stated criteria.

b. Unless the Contracting Officer applies the exceptions noted below, each delivery order will be awarded, as a result of competition to the contractor whose offer is the most advantageous to the Government considering the criteria specified.

c. The Contracting Officer reserves the right to make award of a delivery order without competition based upon one of the circumstances described below:

• The agency need for supplies or services is so urgent that providing a fair opportunity would result in unacceptable delays.

• Only one awardee is capable of providing the supplies or services required at the level of quality required because the supplies or services ordered are unique or highly specialized.

• The order must be issued on a sole-source basis in the interest of economy and efficiency because it is a logical follow-on to an order already issued under the contract, provided that all awardees were given a fair opportunity to be considered for the original order.

• It is necessary to place an order to satisfy the minimum guarantee.

• For orders exceeding the simplified acquisition threshold, a statute expressly authorizes or requires that the purchase be made from a specified source.

• In accordance with section 1331 of Public Law 111-240 (15 U.S.C. 644(r)), contracting officers may, at their discretion, set aside orders for any of the small business concerns identified in 19.000(a)(3).

When setting aside orders for small business concerns, the specific small business program eligibility requirement identified in FAR part 19 applies.

3. REQUIREMENT FOR PROPOSALS

a. Delivery orders will be firm fixed price with a specific completion date of performance period and clearly define the specific statement of work to be performed or the performance desired. When options are included in the Schedule, the delivery order will specify the number of days after award for exercising the options. Each delivery order will contain applicable clauses and provision. All delivery orders are subject to the terms and conditions of this contract. The Government reserves the right to incorporate additional clauses, as appropriate, into individual delivery order RFPs and awards, such as FAR 52.217-4 and 52.217- 5 if options are to be evaluated as part of the delivery order solicitation.

b. Delivery order evaluation methods may include, low price, low price technically acceptable (LPTA) or Best Value—Tradeoff. Whenever possible, award will be made without discussions, if discussions are required, each contractor will be requested to provide a final proposal revision, unless eliminated from discussions through the establishment of a competitive range.

c. Delivery order projects may include both non-complex and more complex supplies.

d. Each proposed delivery order will indicate the detail of pricing information to be provided.

e. The costs for preparation of Delivery Order proposals shall be the responsibility of the Contractor and not directly reimbursable. The Contractor shall furnish all project management, planning, estimating, labor, transportation, mobilization, materials, equipment, tools, supervision, design if applicable, and all other associated costs necessary to fulfill the requirements of the Delivery Order.

MINIMUM AND MAXIMUM QUANTITIES

As referred to in paragraph (b) of the “Indefinite Quantity” clause of this contract, the contract minimum quantity is a total of $10,000.00 worth of orders. The contract maximum amount is the total “estimated amount” stated in the Schedule B CLIN 9001.

CLAUSES INCORPORATED BY FULL TEXT

C-202-H001 ADDITIONAL DEFINITIONS–BASIC (NAVSEA) (OCT 2018)

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

https://www.govinfo.gov/content/pkg/PLAW-111publ240/html/PLAW-111publ240.htm https://acquisition.gov/content/part-19-small-business-programs#i1101771 https://acquisition.gov/content/part-19-small-business-programs

(b) Commander, Naval Sea Systems Command - means the Commander of the Naval Sea Systems Command of the Department of the Navy or his duly appointed successor.

(c) References to The Federal Acquisition Regulation (FAR) - All references to the FAR in this contract shall be deemed to also reference the appropriate sections of the Defense FAR Supplement (DFARS), unless clearly indicated otherwise.

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

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

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

(End of text)

C-211-H016 SPECIFICATIONS AND STANDARDS (NAVSEA) (OCT 2018)

(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 unless specifically identified below.

None

C-211-H017 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (DEC 2018)

The contractor may request that this contract be updated to include the current version of the applicable specification or standard if the update does 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 of its request to update by the Procuring Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

C-211-H018 APPROVAL BY THE GOVERNMENT (NAVSEA) (JAN 2019)

Approval by the Government as required under this contract and applicable specifications shall not relieve the Contractor of its obligation to comply with the specifications and with all other requirements of the contract, nor shall it impose upon the Government any liability it would not have had in the absence of such approval.

C-212-W002 COMMERCIAL SUPPLIER AGREEMENTS (NAVSEA) (MAR 2019)

(a) Commercial Supplier Agreement means End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement.

(b) Any Commercial Supplier Agreement must be provided in full text as part of a quote or offer without hyperlinks.

(c) The contract/order Schedule and Federal Acquisition Regulation (FAR) 52.212-4, Contract Terms and Conditions—Commercial Items, shall take precedence over any conflicting provisions in a Commercial Supplier Agreement.

(d) If any requirement in the Commercial Supplier Agreement conflicts with Federal law or regulations (see FAR 12.212(a)), the following shall apply:

(i) Any such requirement is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such requirement by virtue of it appearing in the Commercial Supplier Agreement. If the Commercial Supplier Agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such requirement.

(iii) Any such requirement is deemed to be stricken from the Commercial Supplier Agreement.

(e) Automatic renewals. License Agreements will expire at end of the term identified in the Purchase Order/Contract. Automatic renewals are not permitted and any such provision is void.

(f) Changes to the Commercial Supplier Agreement. Unilateral changes of the Commercial Supplier Agreement are impermissible and any requirement authorizing such changes is unenforceable. Changes must be in writing and executed by both parties to be effective.

(g) Third Part License (Embedded Software).

(i) The Contractor agrees that it has obtained all necessary licenses for the Government for any third party materials (including without limitation all Open Source licenses) provided within the product.

(ii) Contractor agrees that it complies with and shall continue to comply with all of its obligations under Third Party Licenses (including without limitation all Open Source licenses) associated with any third party materials provided within each product.

(iii) To the extent that the Government’s use of the software products licensed herein is in compliance with the Contractor’s Commercial Supplier Agreement, the Government’s use will also be in compliance with any Third Party Licenses.

(h) Audits. In lieu of any audit provisions in the Commercial Supplier Agreement, the Government agrees that, no more than once every twelve (12) months or within a reasonable time after a transfer, the Contractor shall, upon reasonable notice, have the right to require that the Government conduct an internal audit to ascertain and verify the number of licenses in use and to verify that the Government’s use of the product is in conformity with this Agreement. The Government is not required to use any tools provided by the Contractor to conduct the audit and shall not be required to pay for any tools provided by the Contractor to conduct the audit. The results of any such audit shall be kept confidential.

If verification discloses that the Government’s use is not in conformity with this Agreement, the Government agrees to resolve any noncompliance by either removing or correcting the unlicensed installation and use of the software identified by the audit as not in conformity with this Agreement.

(i) Confidentiality. Commercial Supplier Agreements’ terms and the final contract pricing may not be deemed confidential. Other marked confidential information will be appropriately guarded.

(j) Assignment. The Government shall have the right, without the prior written consent of the Contractor or its authorized resellers, to assign, reassign, or transfer software licenses among Government employees or the Government’s rights in the Contractor’s product to any governmental organization that is managed, operated, or controlled by the Government.

Such authorization includes sublicensing, and assignment or transfer among or between authorized users. In the event authorized users are reorganized or restructured such that their responsibilities and operations are transferred to another government agency, the agency shall have the right to assign the affected program licenses to a successor agency. The licensed agency and the successor agency agree to be bound to the Commercial Supplier Agreement as modified. The transferee shall be bound by the license metrics and limitations in this license. Government shall complete any documentation required by the Contractor to facilitate the transfer of this license, and continuation of support shall be the responsibility of the transferee.

For the avoidance of doubt, any assignment or transfer of licenses of the Contractor’s products is also subject to all other terms of the Commercial Supplier Agreement, as well as the Contractor’s policies governing product dependencies and version compatibility. Reassignment does not require that the license be under maintenance or support in order to execute a transfer.

(k) Litigation. Any requirement insisting that the commercial supplier or licensor control any litigation arising from the government’s use of the contractor’s supplies or services is deleted and unenforceable.

(l) Equitable Remedies. Equitable remedies, injunctive relief, and binding arbitration requirements shall not be enforced unless explicitly authorized by agency guidance or statute.

(m) Venue. Any claim or dispute shall be resolved under the Contract Disputes Act and FAR 52.233-1. The forum for resolution of disputes and applicable statutes of limitation shall be governed by federal law.

(n) Applicable law. In accordance with FAR 52.233-4, United States law shall apply to resolve any claim of breach of this contract and such actions shall be handled in the applicable Federal court of jurisdiction.

C-215-H002 CONTRACTOR PROPOSAL (NAVSEA) (OCT 2018)

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

N61331-19-R-0015.

(b) The technical volume(s) of the Contractor's proposal is(are) hereby incorporated by reference and made subject to the "Order of Precedence" (FAR 52.215-8) clause of this contract. Under the "Order of Precedence" clause, the technical volume(s) of the Contractor's proposal referenced herein is (are) hereby designated as item (f) of the clause, following "the specifications" in the order of precedence.

C-227-H006 DATA REQUIREMENTS (NAVSEA) (OCT 2018)

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

(End of Text)

C-227-H008 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA) (DEC 2018)

(a) The contractor shall actively participate in the Government Industry Data Exchange Program in accordance with the GIDEP Operations Manual, S0300-BT-PRO-010. The contractor shall submit information concerning critical or major nonconformances, as defined in FAR 46.407/DFARS 246.407, to the GIDEP information system.

(b) The contractor shall insert paragraph (a) of this clause in any subcontract when deemed necessary. When so inserted, the word "contractor" shall be changed to "subcontractor."

(c) The contractor shall, when it elects not to insert paragraph (a) in a subcontract, provide the subcontractor any GIDEP data which may be pertinent to items of its manufacture and verify that the subcontractor utilizes any such data.

(d) The contractor shall, whether it elects to insert paragraph (a) in a subcontract or not, verify that the subcontractor utilizes and provides feedback on any GIDEP data that may be pertinent to items of its manufacture."

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

GIDEP Operations Center P.O. Box 8000 Corona, CA 92878-8000 Phone: (951) 898-3207

FAX: (951) 898-3250

Internet: http://www.gidep.org

C-233-H001 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT--BASIC (NAVSEA) (OCT 2018)

(a) For the purposes of this special contract requirement, the term "change" includes not only a change that is made pursuant to a written order designated as a "change order" but also (1) an engineering change proposed by the Government or by the Contractor and (2) any act or omission to act on the part of the Government in respect of which a request is made for equitable adjustment.

(b) Whenever the Contractor requests or proposes an equitable adjustment of $100,000 or more per vessel in respect to a change made pursuant to a written order designated as a "change order" or in respect to a proposed engineering change and whenever the Contractor requests an equitable adjustment in any amount in respect to any other act or omission to act on the part of the Government, the proposal supporting such request shall contain the following information for each individual item or element of the request:

(1) A description (i) of the work required by the contract before the change, which has been deleted by the change, and (ii) of the work deleted by the change which already has been completed. The description is to include a list of components, equipment, and other identifiable property involved. Also, the status of manufacture, procurement, or installation of such property is to be indicated. Separate description is to be furnished for design and production work.

Items of raw material, purchased parts, components and other identifiable hardware, which are made excess by the change and which are not to be retained by the Contractor, are to be listed for later disposition;

(2) Description of work necessary to undo work already completed which has been deleted by the change;

(3) Description of work not required by the terms hereof before the change, which is substituted or added by the change. A list of components and equipment (not bulk materials or items) involved should be included. Separate descriptions are to be furnished for design work and production work;

(4) Description of interference and inefficiencies in performing the change;

(5) Description of each element of disruption and exactly how work has been, or will be disrupted:

http://www.gidep.org/

(i) The calendar period of time during which disruption occurred, or will occur;

(ii) Area(s) aboard the vessel where disruption occurred, or will occur;

(iii) Trade(s) disrupted, with a breakdown of manhours for each trade;

(iv) Scheduling of trades before, during, and after period of disruption;

(v) Description of measures taken to lessen the disruptive effect of the change;

(6) Delay in delivery attributable solely to the change;

(7) Other work attributable to the change;

(8) Supplementing the foregoing, a narrative statement of the direct "causal" relationship between any alleged Government act or omission and the claimed consequences therefor, cross-referenced to the detailed information provided as required above; and

(9) A statement setting forth a comparative enumeration of the amounts "budgeted" for the cost elements, including the material costs, labor hours and pertinent indirect costs, estimated by the Contractor in preparing its initial and ultimate proposal(s) for this contract, and the amounts claimed to have been incurred and/or projected to be incurred corresponding to each such "budgeted cost" elements.

(c) Each proposal in excess of $100,000 submitted in support of a claim for equitable adjustment under any requirement of this contract shall, in addition to the information required by paragraph (b) hereof, contain such information as the Contracting Officer may require with respect to each individual claim item.

(d) It is recognized that individual claims for equitable adjustment may not include all of the factors listed in paragraph

(b) above. Accordingly, the Contractor is required to set forth in its proposal information only with respect to those factors which are comprehended in the individual claim for equitable adjustment. In any event, the information furnished hereunder shall be in sufficient detail to permit the Contracting Officer to cross-reference the claimed increased costs, or delay in delivery, or both, as appropriate, submitted pursuant to paragraph (c) of this requirement, with the information submitted pursuant to paragraph (b) hereof.

C-242-H001 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (OCT 2018)

(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 $1,000 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.

C-242-H002 POST AWARD MEETNG (NAVSEA) (OCT 2018)

(a) A post-award meeting with the successful offeror will be conducted within [ * ] days after award of the [contract / task order]. The meeting will be held at the address below:

Location/Address: [ * ]

(b) The contractor will be given [ * ] working days notice prior to the date of the meeting by the Contracting Officer.

(c) The requirement for a post-award meeting shall in no event constitute grounds for excusable delay by the contractor in performance of any provisions in the [contract / task order].

(d) The post-award meeting will include, but is not limited to, the establishment of work level points of contact, determining the administration strategy, roles and responsibilities, and ensure prompt payment and close out.

Specific topics shall be mutually agreed to prior to the meeting.

[ * ] To be specified at [contract / task order] award.

C-244-H002 SUBCONTRACTORS/CONSULTANTS (NAVSEA) (OCT 2018)

Notwithstanding FAR 52.244-2(d) and in addition to the information required by FAR 52.244-2(e) of the contract, the contractor shall include the following information in requests to add subcontractors or consultants during performance, regardless of subcontract type or pricing arrangement:

(1) Impact on subcontracting goals,

(2) Impact on providing support at the contracted value,

(3) IF SEAPORT TASK ORDER - The results of negotiations to incorporate fee rate caps no higher than the lower of

(i) SeaPort-e fee rate caps for the prime contractor, or in the case where the proposed subcontractor is also a SeaPort-e prime, (ii) fee rate caps that are no higher than the subcontractor's prime SeaPort-e contract.

C-245-H005 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT--ALTERNATE I

(NAVSEA) (MAR 2019)

(a) Contract Specifications, Drawings and Data. The Government will furnish, if not included as an attachment to the contract, any unique contract specifications or other design or alteration data cited or referenced in Section C.

(b) Government Furnished Information (GFI). GFI is defined as that information essential for the installation, test, operation, and interface support of all Government Furnished Material identified in an attachment in Section J. The Government shall furnish only the GFI identified in an attachment in Section J. The GFI furnished to the contractor need not be in any particular format. Further, the Government reserves the right to revise the listing of GFI as follows:

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

(i) delete, supersede, or revise, in whole or in part, data identified in an attachment in Section J; or

(ii) add items of data or information to the attachment identified in Section J; or

(iii) establish or revise due dates for items of data or information in the attachment identified in Section J.

(2) If any action taken by the Contracting Officer pursuant to subparagraph (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.

(c) Except for the Government information and data specified by paragraphs (a) and (b) above, the Government will not be obligated to furnish the Contractor any specification, standard, drawing, technical documentation, or other publication, notwithstanding anything to the contrary in the contract specifications, the GFI identified in an attachment in Section J, the clause of this contract 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. Such referenced documentation may be obtained:

(1) From the ASSIST database via the internet at http://assist.daps.dla.mil/; or

(2) By submitting a request to the

Department of Defense Single Stock Point (DoDSSP)

Building 4, Section D

700 Robbins Avenue Philadelphia, Pennsylvania 19111-5094 Telephone (215) 697-6396 Facsimile (215) 697-9398.

Commercial specifications and standards, which may be referenced in the contract specification or any sub-tier specification or standard, are not available from Government sources and should be obtained from the publishers.

C-246-H001 EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (OCT 2018)

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 http://assist.daps.dla.mil/

Government. The Contractor shall provide a copy of the standard commercial warranty with the item. The standard commercial warranty period shall begin upon the final acceptance of the applicable material or software.

Acceptance of the standard commercial warranty does not waive the Government's rights under the "Inspection" clause, nor does it limit the Government's rights with regard to other terms and conditions of the contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty.

C-246-H003 LIMITATION OF LIABILITY--HIGH VALUE ITEMS (NAVSEA) (OCT 2018)

The following items are subject to the clause of this contract entitled "Limitation of Liability--High Value Items" (FAR 52.246-24 Alternate I): TBD on Delivery Order if applicable

C-247-H001 PERMITS AND RESPONSIBILITIES (NAVSEA) (DEC 2018)

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits for complying with any applicable Federal, State, and Municipal laws, codes, and regulations for shipping and transportation including, but not limited to, any movement over public highways of overweight/over dimensional materials.

Section D - Packaging and Marking

D-211-H004 IDENTIFICATION MARKING OF PARTS--BASIC (NAVSEA) (OCT 2018)

For all parts not subject to the marking requirements in DFARS 252.211-7003 – Item Unique Identification and Valuation, 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.

D-211-H005 IDENTIFICATION MARKING OF PARTS – ALTERNATE I (NAVSEA) (OCT 2018)

(a) For all parts not subject to the marking requirements in DFARS 252.211-7003 – Item Unique Identification and Valuation, marking shall be accomplished in accordance with the following:

(1) Parts not manufactured to Government specifications shall be marked in accordance with generally accepted commercial practice.

(2) Parts manufactured to Government specifications shall be marked as follows:

(i) Electrical Parts - that is, all parts in electrical equipment and electrical parts when used in equipment which are not electrical in nature (e.g., electric controls and motors in a hydraulic system) - shall be identified and marked in accordance with MIL-STD-1285D(2) dated 22 June 2018, or, where MIL-STD-1285D(2) does not cover such a part, in accordance with MIL-STD-130N(1) dated 16 November 2012. Requirements of MIL-STD-1686C dated 25 October 1995 for Electrostatic Discharge Control shall be addressed.

(ii) Electronic Parts - that is, all parts in electronic equipment and electronic parts when used in equipment which are not electronic in nature (e.g., electronic fuel controls in some engines) - shall be identified and marked in accordance with Requirement 67 of MIL-HDBK-454B dated 15 April 2007 with Notice 1 dated 12 December 2012. Requirements of MIL-STD-1686C for Electrostatic Discharge Control shall be addressed.

(iii) Parts other than electrical or electronic parts (as described above) shall be identified and marked in accordance with MIL-STD-130N(1).

(b) 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.

D-246-H002 WARRANTY NOTIFICATION FOR ITEM(S) [ * ]—BASIC (NAVSEA) (OCT 2018)

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 [ * ] TO CONFORM TO DESIGN,

MANUFACTURING, AND PERFORMANCE REQUIREMENTS AND BE FREE FROM DEFECTS IN

MATERIAL AND WORKMANSHIP FOR [ * ]FROM DATE OF ACCEPTANCE. IF ITEM IS

DEFECTIVE NOTIFY [ * ]AND PCO.

[ * ] TBD on each Delivery Order if applicable

D-246-H003 WARRANTY NOTIFICATION FOR ITEM(S) [ * ]—ALTERNATE I (NAVSEA) (OCT 2018)

The Contractor shall apply a permanent warranty notification stamping or marking on each warranted deliverable end item and its container in accordance with MIL-STD-129R dated 18 February 2014 and MIL-STD-130N(1) dated 16 November 2012. 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 [ * ] TO CONFORM TO DESIGN,

MANUFACTURING, AND PERFORMANCE REQUIREMENTS AND BE FREE FROM DEFECTS IN

MATERIAL AND WORKMANSHIP FOR [ * ] FROM DATE OF ACCEPTANCE. IF ITEM IS

DEFECTIVE NOTIFY [ * ] AND PCO.

[ * ] TBD in each Delivery Order if applicable

D-247-H001 ADDITIONAL MARKING REQUIREMENTS FOR FMS ITEMS (NAVSEA) (OCT 2018)

(a) The following identifying marks shall appear on the outside of each box, parcel and/or crate and all shipping papers included in each shipment:

NAVY

FMS CASE _________________________________________________________

REQUISITION NO. ___________________________________________________

ITEM DESCRIPTION _____________________________________________

If a consolidated shipment of several items in one container is forwarded, add to the above information

"CONSOLIDATED SHIPMENT, CONTAINS ____ ITEMS".

(b) The inscription "UNITED STATES OF AMERICA" shall be affixed in a suitable size indelible stencil, label or printed form on all external shipping containers or the exterior surface of uncrated items.

(c) All invoices, correspondence, reports and other documents shall be identified with the appropriate FMS case designator, requisition number(s), and item description(s).

D-247-H002 PACKAGING OF SUPPLIES—BASIC (NAVSEA) (OCT 2018)

Item(s) TBD in each Delivery Order if applicable The supplies furnished hereunder shall be packaged in accordance with ASTM-D-3951-15 approved 1 December 2015, Standard Practice for Commercial Packing.

D-247-H004 MARKING AND PACKING LIST(S) – BASIC (NAVSEA) (OCT 2018)

(a) Marking. Shipments, shipping containers and palletized unit loads shall be…