Solicitation - N6449826Q5025.pdf

WOMEN-OWNED SMALL

BUSINESS (WOSB)

SOLICITATION/CONTRACT/ORDER FOR COMMERCIAL PRODUCTS AND COMMERCIAL SERVICES

1. REQUISITION NUMBER PAGE 1 OF

2. CONTRACT NUMBER 3. AWARD/EFFECTIVE

DATE

4. ORDER NUMBER 5. SOLICITATION NUMBER 6. SOLICITATION ISSUE

DATE

7. FOR SOLICITATION

INFORMATION CALL:

a. NAME b. TELEPHONE NUMBER (No collect calls)

8. OFFER DUE DATE/

LOCAL TIME

9. ISSUED BY

13b. RATING

14. METHOD OF SOLICITATION

CODE

15. DELIVER TO 16. ADMINISTERED BY CODE

18a. PAYMENT WILL BE MADE BY CODE17a. CONTRACTOR/

OFFEROR

CODE

FACILITY

CODE

CODE

TELEPHONE NUMBER

17b. CHECK IF REMITTANCE IS DIFFERENT AND PUT SUCH ADDRESS IN

OFFER

18b. SUBMIT INVOICES TO ADDRESS SHOWN IN BLOCK 18a UNLESS BLOCK

BELOW IS CHECKED

REQUEST

FOR QUOTE

(RFQ)

INVITATION

FOR BID

(IFB)

REQUEST

FOR

PROPOSAL

(RFP)

SEE ADDENDUM

19.

ITEM NUMBER

20.

SCHEDULE OF SUPPLIES/SERVICES

21.

QUANTITY

22.

UNIT

23.

UNIT PRICE

24.

AMOUNT

(Use Reverse and/or Attach Additional Sheets as Necessary)

25. ACCOUNTING AND APPROPRIATION DATA 26. TOTAL AWARD AMOUNT (For Government Use Only)

28. CONTRACTOR IS REQUIRED TO SIGN THIS DOCUMENT AND RETURN

COPIES TO ISSUING OFFICE. CONTRACTOR AGREES TO FURNISH

AND DELIVER ALL ITEMS SET FORTH OR OTHERWISE IDENTIFIED ABOVE AND

ON ANY ADDITIONAL SHEETS SUBJECT TO THE TERMS AND CONDITIONS

SPECIFIED

29. AWARD OF CONTRACT: REFERENCE OFFER

DATED . . YOUR OFFER ON SOLICITATION

(BLOCK 5), INCLUDING ANY ADDITIONS OR CHANGES WHICH ARE

SET FORTH HEREIN, IS ACCEPTED AS TO ITEMS:

30a. SIGNATURE OF OFFEROR/CONTRACTOR

30b. NAME AND TITLE OF SIGNER (Type or print) 30c. DATE SIGNED

31a. UNITED STATES OF AMERICA (SIGNATURE OF CONTRACTING OFFICER)

31b. NAME OF CONTRACTING OFFICER (Type or print) 31c. DATE SIGNED

AUTHORIZED FOR LOCAL REPRODUCTION

PREVIOUS EDITION IS NOT USABLE

STANDARD FORM 1449 (REV. 11/2021)

Prescribed by GSA - FAR (48 CFR) 53.212

10. THIS ACQUISITION IS UNRESTRICTED OR

NORTH AMERICAN

INDUSTRY CLASSIFICATION

STANDARD (NAICS):

SIZE STANDARD:

13a. THIS CONTRACT IS A

RATED ORDER UNDER

THE DEFENSE PRIORITIES

AND ALLOCATIONS

SYSTEM - DPAS (15 CFR 700)

SET ASIDE: % FOR:

11. DELIVERY FOR FREE ON

BOARD (FOB) DESTINATION

UNLESS BLOCK IS MARKED

SEE SCHEDULE

12. DISCOUNT TERMS

ARE ARE NOT ATTACHED

ARE ARE NOT ATTACHED

27a. SOLICITATION INCORPORATES BY REFERENCE (FEDERAL ACQUISITION REGULATION) FAR 52.212-1, 52.212-4. FAR 52.212-3

AND 52.212-5 ARE ATTACHED. ADDENDA

27b. CONTRACT/PURCHASE ORDER INCORPORATES BY REFERENCE FAR 52.212-4. FAR 52.212-5 IS ATTACHED. ADDENDA

8(A)

ECONOMICALLY

DISADVANTAGED

WOMEN-OWNED SMALL

BUSINESS (EDWOSB)

SERVICE-DISABLED

VETERAN-OWNED

SMALL BUSINESS

(SDVOSB)

HUBZONE SMALL

BUSINESS

SMALL BUSINESS

NOTE: OFFEROR TO COMPLETE BLOCKS 12, 17, 23, 24, AND 30.

Section A - Solicitation/Contract Form

Allen Bradley Processor Modules

CONTINUATION SHEET

1. Block 8

Quote Due Date / Local Time: 01 December 2025 by 5:00 P.M. Local Time; Any quote received after the exact date/time specified for receipt of quotes is "late" and will be treated in accordance with 52.212-1(f).

EMAIL QUOTES ARE AUTHORIZED

Emailed Quotes shall be sent to: Zachary.f.mccurry.civ@us.navy.mil

FACSIMILE QUOTES ARE NOT AUTHORIZED

2. Block 17a: Quoter's assigned DUNS Number: ___________________________.

Quoter's CAGE CODE: ________________________.

3. Are you registered in System for Award Management (SAM)?

( ) YES ( ) NO

You will not be eligible for award if you are not registered in the System for Award Management (SAM). If you have previously registered, make sure that your registration has not expired.

NOTE: Quoter's should ensure that all clauses, certifications, and representations within this RFQ have been accurately completed. Upon receipt of a Government Order in response to a vendor's quotation, the vendor shall indicate acceptance of the order in writing within three

(3) business days. Submission of Quotes: See Standard Form 1449 (Continuation Sheet) for any specific instructions on how to submit your offer if mailed. Please note that Faxed orders are NOT authorized for this RFQ.

: The vendor must certify their agreement to these terms and conditions of the RFQ By signing and dating page one (1) VERY IMPORTANT of form SF1449.

PARTS ARE TO BE BRAND NAME FOR ALLEN BRADLEY.

N6449826Q5025

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

Allen Bradley Processor Module

Part Number Description: 1756-L82E Pricing Arrangement: Firm Fixed Price

4 Each

CDRL A001

Generic Name Description: CDRL A001 Pricing Arrangement: Firm Fixed Price

1 Each

CDRL A002

Generic Name Description: CDRL A002 Pricing Arrangement: Firm Fixed Price

1 Each

Section C - Description/Specifications/Statement of Work

Unit 8 Processor Modules

1.0 INTRODUCTION

1.0.1 The Naval Surface Warfare Center Philadelphia Division (NSWCPD) is a Department of Defense entity responsible for research and development, test and evaluation, engineering and fleet support organization for the Navy's ships, submarines, military watercraft and unmanned vehicles. This requirement is for NSWCPD Code 452, which is responsible for Towed Communication and Advanced Undersea HM&E Engineering.

1.0.2 This contract is for non-personal services. It does not create employment rights with the U.S. Government whether actual, inherent, or implied

1.0.3 Government/Contractor Relationship

1.0.3.1 The services to be delivered under this contract are non-personal services and the parties recognize and agree that no employer-employee relationship exists or will exist under the contract between the Government and the Contractor's personnel. Therefore, it is in the best interest of the Government to provide both parties a full understanding of their respective obligations.

1.0.3.2 The Contractor employees shall identify themselves as Contractor personnel by introducing themselves or being introduced as Contractor personnel and displaying distinguishable badges or other visible identification for meetings with Government personnel. In addition, Contractor personnel shall appropriately identify themselves as Contractor employees in telephone conversations and in formal and informal written correspondence.

1.0.3.3 Contractor personnel under this contract shall not engage in any of the inherently Governmental functions listed at FAR Subpart 7.5 or DFARS Subpart 207.5.

1.0.4 Employee Relationship :

1.0.4.1 The services to be performed under this contract do not require the Contractor or its personnel to exercise personal judgment and discretion on behalf of the Government. Rather the Contractor's personnel will act and exercise personal judgment and discretion on behalf of the Contractor.

1.0.4.2 Rules, regulations, directives, and requirements that are issued by the U. S. Navy and NSWCPD under its responsibility for good order, administration, and security are applicable to all personnel who enter a Government installation or who travel on Government transportation. This is not to be construed or interpreted to establish any degree of Government control that is inconsistent with a non-personal services contract.

1.0.4.3 Inapplicability of Employee Benefits: This contract does not create an employer-employee relationship. Accordingly, entitlements and benefits applicable to such relationships do not apply.

1.0.4.4 It is the Contractor's, as well as the Government's, responsibility to monitor contract activities and notify the Contracting Officer if the Contractor believes that the intent of this Section has been or may be violated.

1.0.4.4.1 The Contractor shall notify the Contracting Officer in writing via letter or email within three (3) calendar days from the date of any incident that the Contractor considers to constitute a violation of this Section. The notice should include the date, nature, and circumstances of the conduct;

the name, function, and activity of each Government employee or Contractor official or employee involved or knowledgeable about such conduct;

identify any documents or substance of any oral communication involved in the conduct; and the Contractor's estimated date when, absent a response, cost, schedule or performance will be impacted.

1.0.4.4.2 The Contracting Officer will, within five (5) calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer will either:

(i) Confirm the conduct is in violation and when necessary direct the mode of further performance,

(ii) Countermand any communication regarded as a violation,

(iii) Deny that the conduct constitutes a violation and when necessary direct the mode of further performance, or

(iv) In the event the notice is inadequate to make a decision, advise the Contractor what additional information is required, and establish the date by which it should be furnished by the Contractor.

1.1 BACKGROUND

The Towed Communications & Advanced Undersea HM&E Engineering (Code 452) and the Undersea Vehicle, Sail Systems and Deployed Systems Division (Code 45), provide In Service Engineering support for submarine towed and mast antenna Hull, Mechanical, and Electrical (HM&E) systems for the United States Navy. These systems include the AN/BRR-6() Towed Communication Buoy (TCB) System, and various other submarine sail systems.

1.2 SCOPE OF WORK

Procure and deliver Four (4) Allen Bradley Processor Modules, P/N: 1756-L82E.

2.0 APPLICABLE DOCUMENTS

Not Applicable

3.0. REQUIREMENTS

3.1 AN/BRR-6() Processor Module for controlling Allen Bradley PLC modules.

3.1.1 Procure and deliver Four (4) Allen Bradley Processor Modules, P/N: 1756-L82E from Rockwell Automation.

I.D. No. Part Number / Description Source

1 Allen Bradley P/N: 1756-L82E Rockwell Automation

3.2 The Contractor shall provide a Certificate of Compliance for all Processor modules to confirm that items procured are built by Allen Bradley, are P /N: 1756-L82, and the equipment is new in the box and unused. Provide documentation as specified in CDRL A002.

3.3 The Contractor shall submit monthly progress/status report concerning project schedule and delivery as specified in CDRL A001.

3.4 The Contractor shall ship the products to:

Naval Surface Warfare Center, Philadelphia Division

NSLC Detachment

1601 Langley Avenue, Bldg. 542

Philadelphia, PA 19112

Attn: Kevin Harrington

(215) 697-9200

3.5 Technical Points of Contact (TPOC)

Ashwin Parmar Kevin Marchioni

Primary TPOC

Electrical Engineer

NSWC-PD, Code 452

5001 S 18th St, Bldg. 1000 Philadelphia, Pa. 19112

Work: 215-897-7048 ashwin.parmar.civ@us.navy.mil

Alternate TPOC

Mechanical Engineer

NSWC-PD, Code 452

5001 S. Broad St, Bldg. 4

Philadelphia, Pa. 19112

Work: 215-897-3175 kevin.p.marchioni.civ@us.navy.mil

3.6 Delivery Schedule

The delivery date is eight weeks after contract award.

4.0 DATA REQUIREMENTS

4.1 Contractor's Progress and Status Report (CDRL A001)

4.1.1 This report shall reflect prime contractor data concerning execution of fabrication and delivery schedules only. This CDRL shall be delivered electronically, unless otherwise stated, and Contractor's format is acceptable.

4.2 Certificate of Compliance (CDRL A002)

4.2.1 This report shall reflect both prime and subcontractor data if applicable at the same level of detail and shall be delivered electronically.

5.0 SECURITY REQUIREMENTS

5.1 OPERATIONS SECURITY (OPSEC)

The Contractor shall protect critical information associated with this contract to prevent unauthorized disclosure. The NSWC Philadelphia 5.1.1 Division's (NSWCPD) Critical Information List (CIL)/ CIIL (Critical Indicators and information list) will be provided on site, if warranted.

Performance under this contract requires the contractor to adhere to OPSEC requirements, which may include the NSWCPD Contractor OPSEC Plan.

When the NSWCPD Contractor OPSEC Plan is required, the contractor shall return acknowledgment of the plan within 15 days of receipt. During the period of this contract, the Contractor may be exposed to, use, or produce, NSWCPD Critical Information (CI) and/or observables and indicators which may lead to discovery of CI. NSWCPD's CI will not be distributed to unauthorized third parties, including foreign governments, or companies under Foreign Ownership, Control, or Influence (FOCI) unless such FOCI has been appropriately mitigated through measures approved by the Defense Counterintelligence and Security Agency. Questions concerning these requirements shall be directed to the PCO.

5.1.2 CUI correspondence transmitted internally on the contractor's unclassified networks or information systems, and externally, shall be protected per NIST SP-800-171, Protecting Controlled Unclassified Information (CUI) in Non-federal Systems and Organizations.

Assembled large components/systems being transported to and from testing areas, other production or government facilities (whether or not on public roadways) shall be in an enclosed van trailer or covered flatbed trailer. Component/System outside storage, staging, and test areas shall be shielded /obscured from public view wherever physically possible.

5.1.3 NSWCPD's CI shall not be publicized in corporate wide newsletters, trade magazines, displays, intranet pages or public facing websites. Media requests related to this project shall be directed to the PCO, and the COR who will forward the required to the NSWCPD Public Release Authority for review.

mailto:ashwin.parmar.civ@us.navy.mil

5.1.4 Any attempt by unauthorized third parties to solicit, obtain, photograph, or record, or; incidents of loss/compromise of government Classified or CI, Business Sensitive, Company Proprietary information related to this or other program must be immediately reported to the contractor's Facility Security Officer and Cognizant Security Office and/or the Naval Criminal Investigative Service, and the NSWC PD Security Division (Code 105).

5.1.5 This SOW has been reviewed against the requirements of SECNAVINST 4200.35. SAIRC controls are not required

6.0 PLACE OF PERFORMANCE

7.0 TRAVEL

8.0 GOVERNMENT FURNISHED PROPERTY

9.0 GOVERNMENT FURNISHED INFORMATION

10.0 PURCHASES

11.0 Counterfeit Material Prevention

11.1.1 Counterfeit Parts and Materials Planning

The contractor planning shall document procedures and processes to minimize the risk of procuring and/or using counterfeit parts and materials, and their process for detecting counterfeit materiel in the event it is procured. This requirement applies to both new/modified and existing mission and safety critical hardware. SAE AS5553 contains information regarding the detection, avoidance, and mitigation of counterfeit electronic components, and may be used as a reference document for the development of the plan.

11.1.2 Containing Counterfeit Parts and Materials

Suspect counterfeit parts and materials shall be impounded with all other items from the same lot. The contractor shall identify and locate all potential users or hardware items with the suspect part or material, and contain product which has this suspect product, pending confirmation of the part or material's authenticity. The OM may be involved at this point in order to verify authenticity. Confirmed counterfeit material shall be contained and provided to investigative agencies for ongoing investigation or prosecution. The counterfeit product shall not be scrapped or otherwise disposed of without approval from investigative authorities or the program office. Confirmed counterfeit product shall not be returned or handled in a way which would allow its resale or reuse. Suspect counterfeit parts or materials whose authenticity (or lack of) cannot be definitively determined, shall be dispositioned via Material Review Board (MRB).

11.1.3 Reporting Counterfeit Parts and Materials

The prime contractor and program office shall be notified of the occurrence of a suspect or confirmed counterfeit part or material, and the actions taken to identify, contain, and impound all product from the lot. The contractor shall also contact the OM, and supplier if applicable. The contractor shall initiate and submit an ALERT to the Government-Industry Data Exchange Program (GIDEP) within 60 days of knowledge of the counterfeit part or material. The contractor shall notify the appropriate parties to document the case for legal action if required (e.g., contracting officer, DOD Office of Inspector General).

11.1.4 Nonconforming Material and Parts

Electrical components which fail during production or acceptance testing shall be assessed to determine if the supplier of the part was an authorized supplier for the manufacturer. Analysis of these failures shall include assessment of part authenticity (potential of being counterfeit or fraudulent).

11.1.5 Warranty "Counterfeit"

11.1.5.1 Seller warrants the goods delivered pursuant to this Contract, unless specifically stated otherwise in this Contract, shall (i) be new (ii) be free from defects in workmanship, materials, and design and (iii) be in accordance with all the requirements of this Contract. Seller further warrants that the performance of work and services shall conform with the requirements of this Contract and to high professional standards. All warranties in this Contract shall survive inspection, test, final acceptance and payment of goods and services.

11.1.5.2 Unless Buyer expressly identifies the goods that are procured under this Contract as nontechnical and for Buyer's internal use only, Seller warrants without limitation as to time that the goods delivered pursuant to this Contract shall (i) be and only contain materials obtained directly from the OM or an authorized OM reseller or distributor (collectively, an Authorized

Distributor); (ii) not be or contain Counterfeit Items or Suspect Counterfeit Items, as defined below; and (iii) contain only authentic, unaltered OM labels and other markings. Seller shall obtain and retain all documentation required to fully trace the distribution and sale of the goods delivered hereunder back to the relevant OM, and, on request of Buyer, shall provide such authenticating documentation. Counterfeit Item means an unlawful or unauthorized reproduction, substitution, alteration, or the false identification of grade, serial number, lot number, date code, or performance characteristic, that has been knowingly mismarked, misidentified, or otherwise misrepresented to be an authentic, unmodified item from the OM, an Authorized Distributor, or an Aftermarket Manufacturer as defined in SAE AS5553 "Counterfeit Electronic Parts;

Avoidance, Detection, Mitigation, and Disposition" (Authorized Aftermarket Manufacturer). A Suspect Counterfeit Item means an item for which credible evidence (including, but not limited to, visual inspection or testing) provides reasonable doubt that the item is authentic. Seller warrants that it will not act as or engage an independent distributor, non-authorized distributor, non-franchised distributor, non-authorized supplier, or non-authorized reseller (collectively, Broker), to assist it in delivering goods pursuant to this Contract unless the Buyer provides prior written approval to do so. Any Seller request to procure from a Broker shall include complete and compelling support for such request and shall include all actions completed by Seller to ensure the goods thus procured are not Counterfeit Items. Seller's supporting documentation shall include: (i) results of authentication test and analysis conducted (reference SAE AS5553 ), (ii) traceability with identification of all supply chain intermediaries wherever such traceability exists, and (iii) identification of and traceability to the source for any remarked or resurfaced material. Seller shall include the substance of this Section in any agreement between Seller and

Seller's lower tier subcontractors, including in any agreement between Seller and Seller's Broker, and Seller shall cause Seller's lower tier subcontractors and Seller's Broker to include the substance of this Section in all agreements with any of their lower tier subcontractors.

11.1.5.3 Unless Buyer expressly identifies the goods that are procured under this Contract as nontechnical and for Buyer's internal use only, Seller, as OM, Authorized Distributor, Authorized Aftermarket Manufacturer or Broker approved by Buyer, further warrants that it has and shall maintain a Counterfeit Item risk mitigation process, internally and with its suppliers, (reference SAE AS5553), for goods delivered hereunder, and in accordance with the standards or instructions set forth in any Buyer's specifications and other required provisions and specifications incorporated into this Contract. Buyer shall have the right to audit, inspect, and / or approve the processes at any time before or after delivery of the goods ordered hereunder. Seller shall provide evidence of the Seller's risk mitigation process to Buyer upon request. Buyer shall have the right to require changes to the processes to conform with Buyer's defined standards, if any. Seller and Seller's lower-tier subcontractors that are allowed access to the US Government

Industry Data Exchange Program (GIDEP) shall participate in monitoring GIDEP reports and Seller shall act on GIDEP reports that affect product delivered to Buyer. Seller shall immediately notify Buyer with the pertinent facts if Seller becomes aware of or suspects that items delivered for the Contract are, or contain, suspect or confirmed counterfeit items. Failure of the Seller or any of its lower-tier subcontractors to conform its processes with Buyer's defined standards may result in the termination of this Contract in accordance with the termination provisions set forth herein. If, during Buyer's inspection procedures, a good delivered hereunder is discovered to be a Counterfeit Item or Suspect Counterfeit Item, Buyer shall have the right to quarantine the good for further investigation of its authenticity. Buyer's investigation may include the participation of third parties or governmental investigative agencies as required by law or regulations by Buyer's customer, or by Buyer, in its sole discretion. The Seller and/or the Seller's lower-tier subcontractors shall cooperate in good faith with any investigation conducted by Buyer, including, but not limited to, cooperation by Seller's or Seller's lower-tier subcontractor's staffs responsible for the maintenance and disclosure of all design, development, manufacturing, and traceability records with respect to the good in possession of Seller or Seller's lower-tier subcontractor. Upon Buyer's request, Seller shall provide Buyer certificates of conformance with respect to the goods delivered. Buyer shall not be required to return the good to the Seller during the investigation process or thereafter. Buyer shall not be liable for payment to Seller of the price of any Suspect Counterfeit Items under investigation.

When so authorized by Buyer, Seller shall be responsible for counterfeit risk mitigation testing and providing traceability identifiers (i.e. Date Code / Lot Code, Serial number) for Broker procured parts, and identifying items delivered to Buyer that contain such parts. If Buyer determines in its sole discretion that there is credible evidence after visual inspection, testing, or other information that a good delivered under this Contract may have been misrepresented by the Seller or Seller's lower-tier subcontractor and constitutes a Counterfeit Item or Suspect Counterfeit Item, Seller, or its lower-tier subcontractor, shall, if directed by Buyer to do so, issue a GIDEP alert and shall ensure suspect or confirmed Counterfeit Items are not delivered to Buyer. Buyer reserves its right hereunder, to issue its own GIDEP alert if, after investigation, Buyer concludes, in its sole estimation, that a good is a Counterfeit Item or Suspect Counterfeit Item. Seller shall include the substance of this Section in any agreement between Seller and Seller's lower tier subcontractors, including in any agreement between Seller and Seller's Broker, and Seller shall cause Seller's lower tier subcontractors and Seller's Broker to include the substance of this Section in all agreements with any of their lower tier subcontractors.

11.1.5.4 Seller warrants without limitation as to time that any hardware, software and firmware goods delivered under this Contract: (i) shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to: (a) damage, destroy or alter any software or hardware; (b) reveal, damage, destroy, or alter any data.

11.1.6 Counterfeit Mitigation

Seller warrants that the goods delivered pursuant to this Contract shall (i) be and only contain materiels obtained directly from the OM or an authorized OM reseller or distributor; (ii) not be or contain Counterfeit Items, as defined below; and (iii) contain only authentic, unaltered OM labels and other markings. Seller shall obtain and retain all documentation required to fully trace the distribution and sale of the goods delivered hereunder back to the relevant OM, and, on request of Buyer, shall provide such authenticating documentation. Counterfeit Items include, but are not limited to, goods or separately-identifiable items or components of goods that: (i) are an illegal or unauthorized copy or substitute of an OM item; (ii) are not traceable to an OM sufficient to ensure authenticity in OM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OM or are not constructed in accordance with OM design; (iv) have been re-worked, re-marked, re-labeled, repaired, refurbished, or otherwise modified from OM design but not disclosed as such or are represented as OM authentic or new; (v) have not passed successfully all OM required testing, verification, screening, and quality control processes; or (vi) an item with altered or disguised documentation, package labeling, or item marking intended to mislead a person into believing a non-OM item is genuine, or that an item is of better or different performance when it is not. Seller further warrants that it has and shall have an internal Counterfeit Item control process for goods delivered hereunder in accordance with the standards or instructions set forth in any Buyer's specifications, including but not limited to specifications, or other provisions incorporated into this Contract. Buyer shall have the right to audit, inspect, and / or approve the processes at any time before or after delivery of the goods ordered hereunder. Buyer shall have the right to require changes to the processes to conform to Buyer's defined standards, if any. Failure of the Seller to conform its processes to Buyer's defined standards may result in the termination of this Contract in accordance with the termination provisions set forth herein. Seller shall include this clause in any agreement between Seller and its lower tier sellers.

Seller warrants that any hardware, software and firmware goods delivered under this Contract: (i) shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, selfhelp code, back door, or other software code or routine designed to: (a) damage, destroy or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit unauthorized access to any software or hardware; (ii) shall not contain any third party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of Buyer, or (b) may require distribution, copying or modification of any software free of charge; and (iii) shall not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any trade secret of any third party.

11.1.7 New Materiels; Anti-Counterfeit Mitigation

11.1.7.1 For Subcontractors, Contract Manufacturers, and Authorized Distributors - Only new and authentic materiel are to be used in products delivered to Buyer. No counterfeit or suspect counterfeit materiel is to be contained within the delivered product. Materiel shall be purchased directly from the OMs, or through the OMs Authorized Distributor. Documentation must be available that authenticates traceability to the applicable OM.

Independent Distributors (Brokers) shall not be used without written consent from Buyer.

11.1.7.2 For Independent Distributors - Independent Distributor's procedures shall meet the intent of the requirements of IDEA-STD-1010 & SAE AS6081 and have a Quality Management System certified to AS9100 and/or AS9120. When available, the OM's Certificate of Conformance and all traceability documentation shall be included with each shipment of parts. It shall include the manufacturer's name, part number, date codes, lot codes, serializations, and / or any other batch identifications. Inspections and tests required are as noted in the Subcontract. Recorded evidence of all testing performed shall be included with each shipment. If suspect/counterfeit parts are furnished under this Subcontract and are found in any of the Goods delivered hereunder, such items will be impounded by Buyer. The Seller shall promptly replace such suspect/counterfeit parts with parts acceptable to the Buyer and the Seller shall be liable f or all costs relating to the removal and replacement of said parts as specified in the Subcontract requirements or Distributor's insurance policies. Buyer reserves all contractual rights and remedies to address grievances and detrimental impacts caused by suspect /counterfeit parts.

11.1.8 Goods Warranty; Anti-Counterfeit Mitigation

11.1.8.1Seller warrants the Goods delivered pursuant to this Contract, unless specifically stated otherwise in this Contract, shall (i) be new; (ii) be and only contain materials obtained directly from the OM or an authorized OM reseller or distributor (Note - Independent Distributors (Brokers) shall not be used by Seller without written consent from Buyer); (iii) not be or contain Counterfeit Items; (iv) contain only authentic, unaltered OM labels and other markings; (v) have documentation made available upon request that authenticates traceability to the applicable OM; and (vi) be free from defects in workmanship, materials, and design and conform to all the specifications and requirements of this Subcontract. These warranties shall survive inspection, test, final acceptance and payment of Goods and Services.

11.1.8.2 For purposes of this section, a "Counterfeit Item" is defined to include, but is not limited to, (i) an item that is an illegal or unauthorized copy or substitute of an OM item; (ii) an item that does not contain the proper external or internal materials or components required by the OM or that is not constructed in accordance with OM specification; (iii) an item or component thereof that is used, refurbished or reclaimed but the Seller represents as being a new item; (iv) an item that has not successfully passed all OM required testing, verification, screening and quality control but that Seller represents as having met or passed such requirements; (v) an item with a label or other marking intended, or reasonably likely, to mislead a reasonable person into believing a non-OM item is a genuine OM item when it is not or (vi) material that has been confirmed to be a copy, imitation or substitute that has been represented, identified or marked as genuine, and/or altered by a source without legal right with intent to mislead, deceive or defraud.

11.1.8.3 Seller warrants that any hardware, software, and firmware Goods delivered under this Subcontract to the extent reasonably possible: (i) do not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or other software code or routine designed to (a) damage, destroy, or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or

(d) permit unauthorized access to any software or hardware; and (ii) do not contain any 3rd party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of Buyer or

(b) may require distribution, copying or modification of any software free of charge.

11.1.8.4 This warranty entitlement shall ensure the benefit of both Buyer and Buyer's customer and shall cover a period 12 months following final acceptance; and,

11.1.8.5 Seller shall be liable for and save Buyer harmless from any loss, damage, or expense whatsoever that Buyer may suffer from the breach of any of these warranties. Remedies shall be at Buyer's election.

12.0 PERSONNEL

13.0 Delivery Schedule

The delivery date is 8 weeks after contract award.

Requirements Allen Bradley Processor Modules

Additional Regulation or Supplemental Clauses Incorporated by Full Text

C-202-H001 ADDITIONAL DEFINITIONS--BASIC (Oct 2018)

(a) Department means the Department of the Navy.

(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) . The number assigned to each approved Item Identification under the National Item Identification Number (NIIN) 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 nonsignificant number.

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

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

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C-212-W001 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS ADDENDUM

TO 52.212-4 (NAVSEA) (OCT 2018)

(Oct 2018)

(o) Warranty -- append the following to paragraph (o):

The contractor shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar commercial sale at no additional cost to the Government. 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 the other terms and conditions of this contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty. The standard commercial warranty period shall begin upon final acceptance of the applicable material and/or services listed in the Schedule.

The contractor shall provide a copy of its standard commercial warranty (if applicable) with its offer. The warranty covers a period of months. ( Offeror is to insert number.)

The following information is hereby appended to the clause:

(w) Data Rights. The Government shall have data rights to all data generated under this contract or order in accordance with

DFARS 252.227-7015.

(x) Ordering. The agency authorized to place delivery orders against this contract is: [Add ordering activity name]. Delivery orders will be placed against this contract, by the Government, using the SF 1449.

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C-215-H001 PRICE ADJUSTMENT FOR CHANGES IN FEDERAL LAW (NAVSEA) (OCT 2018) (Oct 2018)

(a) Definitions

(1) For the purpose of this requirement:

(i) The term "Currently Applicable Federal Laws" is defined to mean and include only the statutes listed below and regulations thereunder, promulgated by Federal authorities as in effect on the date of contract award.

(A) Contract Work Hours and Safety Standards Act

(B) Occupational Safety and Health Act

(C) Atomic Energy Act

(D) National Environmental Policy Act

(E) Clean Air Act

(F) Clean Water Act

(G) Refuse Act

(H) Noise Control Act

(I) Toxic Substances Control Act

(J) Solid Waste Disposal Act

(K) Marine Protection, Research and Sanctuaries Act

(L) Comprehensive Environmental Response, Compensation, and Liability Act

(M) Act to Prevent Pollution from Ships

(N) Hazardous Materials Transportation Act

(ii) The term "New Federal Law" is defined to mean a new Federal Statute enacted subsequent to the contract award date pertaining to (1) workplace conditions affecting employees or the public, or (2) environmental standards and requirements, and regulations thereunder promulgated by Federal authorities.

(iii) The term "change" shall be deemed to mean the amendment or repeal of any Currently Applicable Federal Law or New Federal Law or regulations promulgated thereunder by Federal authorities.

(b) If, at any time after the effective date of this contract, a New Federal Law is enacted or a change is made to a Currently Applicable Federal Law or a New Federal Law or regulations thereunder promulgated by Federal authorities, and compliance with such new law or change directly results in an increase or decrease in the Contractor's cost of performance of this contract, the contract price(s) shall be adjusted as provided in paragraph (c) below. No such adjustment shall be made for contract costs incurred or projected to be incurred during the two (2) year period after the effective date of this contract.

(c) The price adjustment provided for in paragraph (b) above shall be made, in the same amount, in each of the Target Cost(s), the Target Price(s), and the Ceiling Price(s) or Fixed Price(s) of this contract, as appropriate, and shall include only the properly allowable and allocable direct and indirect costs of additional labor and materials directly resulting from compliance with the new law or with the change, but shall not include:

(1) Costs of delay, disruption, or acceleration of performance;

(2) Increases or decreases in prices charged by subcontractors or suppliers; or

(3) Costs of additional facilities or of any portion thereof constructed or acquired after the contract award date unless such additional facilities or the portion thereof have been constructed or acquired by the Contractor solely in order to comply with a New Federal law or a change in Currently Applicable Federal Laws or New Federal Laws, or regulations thereunder promulgated by Federal authorities.

The price adjustment shall consider and exclude any tax, depreciation, or other special allowances provided to the Contractor in the New Federal Law or change for compliance therewith. No adjustment shall be made in the Profit or Delivery Schedule of the contract, provided, however, that the Contractor's right, if any, to extension of the delivery schedule under any other requirement of this contract shall not be prejudiced thereby. No adjustment shall be made unless a New Federal Law or a change directly causes an increase or decrease in the Contractor's cost of performance of this contract in excess of $250,000 per ship.

(d) The Contractor shall promptly notify the Contracting Officer, in writing, of the enactment of New Federal Laws or of a change that reasonably may be expected to result in an adjustment under the provisions of this requirement.

(e) Requests for price adjustments hereunder shall be made in accordance with the procedures of the contract requirement entitled "Documentation of Requests for Equitable Adjustment".

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

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

N6449826Q5025 .

(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.

(End of Text)

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

The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s) A001 - A002 , attached hereto.

(End of Text)

C-232-H001 PAYMENTS, LIENS AND INSURANCE (NAVSEA) (OCT 2018) (Oct 2018)

(a) (1) Until such time as the physical progress of the contract as a whole is fifty percent (50%) complete, the Government, upon submission by the Contractor, of invoices certified by the Contractor as hereinafter provided, will promptly make payments on account of the total contract price of ninety percent (90%) of an amount determined by applying to the contract price of each craft the percentage of physical progress in the performance of the contract as a whole as certified by the Contractor subject to the approval of the Supervisor; , that no such payment shall be made in an amount which when provided added to the total of all payments previously made under this requirement (other than payments made pursuant to the paragraphs

(b) and (c)) exceeds onehundred percent (100%) of the allowable cost which has been certified by the Contractor on the related invoice to have been incurred by it in the performance of the contract.

(2) After the percentage of physical progress in the performance of the contract as a whole has reached fifty percent (50%), the Government, upon submission by the Contractor of invoices certified by the Contractor as hereinafter provided, will promptly make payments on account of the total contract price of onehundred percent (100%) of an amount determined by applying to the contract price of each craft the percentage of physical progress in the performance of the contract as a whole as certified by the Contractor subject to the approval of the Supervisor, less two and onehalf percent (2.5%) of the contract price of each craft. However, no such payment shall be made in an amount which when added to the total of all payments previously made under this requirement (other than payments made pursuant to the paragraphs (b) and (c)) exceed onehundred seven percent (107%) of the allowable cost which has been certified by the Contractor on the related invoice to have been incurred by it in the performance of this contract.

(3) Notwithstanding subparagraph (a)(2) above, after the percentage of physical progress in the performance of the contract as a whole has reached seventyfive percent (75%), the total amount of contract withholdings (as defined in subparagraph (a)(iv) below) with respect to any craft shall not exceed the amount withheld at the point at which the performance of the contract as a whole is seventyfive percent (75%) complete. Therefore, after the percentage of physical progress in the performance of the contract as a whole is seventyfive percent (75%), the Government upon submission by the Contractor of invoices certified by the Contractor as hereinafter provided, will promptly make payments on account of the total contract price of onehundred percent (100%) of the amount determined by: (i) multiplying the total contract price of each craft by the percentage of physical progress in the performance of the contract as a whole as certified by the Contractor subject to the approval of the Supervisor, and (ii) subtracting from that product the total amount of contract withholding with respect to each craft that was withheld at the point at which the total contract performance was seventyfive percent (75%) complete on the basis of physical progress, that provided each craft under contract is (or has been) delivered on or before the contract delivery date, or such later date as may be set by the Contracting Officer. If each craft is not (or has not been) delivered on or before the contract delivery date, or such later date as may be set by the Contracting Officer, the requirement above in subparagraph (a)(2) shall apply in full. If the application of the requirements in subparagraph (a)(2) above results in an amount owed to the Navy by the Contractor, collection will be deferred but no further payment will be made on any account against cost or progress until the deferred obligations are repaid.

(4) For the purposes of this requirement, any amount earned based on the percentage of a physical completion times contract price but not paid is defined as a "withholding".

(5)(a) On each of the occasions listed in (5)(C) immediately below, the Contractor shall submit a written report to the Contracting Officer containing the following information;

(i) The amount of the allowable costs which have been incurred by the Contractor in the performance of the contract as a whole; and

(ii) The percentage of physical completion achieved in the performance of the contract as a whole;

(iii) The total cost for completion of the contract work as projected by the Contractor on the basis of its incurred cost of performance and physical completion achieved;

(iv) Explanation of any variance between the presently projected cost for completion of the contract work and the projected costs for such completion as stated in the last previous report made by the Contractor;

(v) The dollar amount of profit which the Contractor expects to earn from performance of the contract based upon the information described in (i), (ii), and (iii) above.

(b) The format of the report described in (5)(A) immediately above shall provide for cost category reporting of incurred and projected costs in accordance with the Contractor's normal accounting system and broken down into labor hours, labor dollars, material dollars and indirect dollars. The Contracting Officer may require the Contractor to submit, or make available for examination by the Contracting Officer or his designated representative, the supporting documentation upon which the report is based.

(c) The report described in (5)(A) and (5)(B) immediately above shall be submitted by the Contractor to the Contracting Officer on each of the following occasions:

(i) together with, and as part of, the first invoice for payment submitted by the Contractor under this requirement in which the percentage of physical progress in the performance of contract as a whole is certified by the Contractor to have reached fifty percent (50%) or more; and

(ii) within ninety (90) days after the close of the Contractor's fiscal year during which the report described in (i) immediately above was rendered and within ninety (90) days after the close of each subsequent Contractor's fiscal year; and

(iii) within thirty (30) days after written request of the Contracting Officer.

(6) "Incurred costs" are those costs identified through the use of the accrual method of accounting as supported by the records maintained by the Contractor and which are allowable in accordance with Part 31 of the Federal Acquisition Regulation and Part 231 of the Department of Defense FAR Supplement (DFARS) in effect on the effective date of this contract and include only:

(a) Costs for items or services purchased directly for the contract that have been paid by cash, check, or other form of actual payment; or when the Contractor is not delinquent in paying costs of contract performance in the ordinary course of business, costs incurred, but not necessarily paid, for items or services purchased directly for the contract and associated financing payments to subcontractors provided payments will be made;

(i) In accordance with the terms and conditions of a subcontract or invoice; and

(ii) Ordinarily prior to the submission of the Contractor's next payment request to the Government; and

(b) Costs incurred, but not necessarily paid, for materials issued from the Contractor's stores inventory and placed in the production process for use on the contract, for direct labor, for direct travel, for other direct in-house costs and for properly allocable and allowable overhead (indirect) costs, all as shown by records maintained by the Contractor for the purposes of obtaining payment under Government contracts; provided that the Contractor is not delinquent in payment in the ordinary course of business; and

(c) With respect to allocated and allowable costs of pension contributions, when pension contributions are paid by the Contractor to the retirement fund less frequently than quarterly, accruals of the costs of these pension contributions shall be excluded from Contractor's incurred costs until such costs are paid. If pension contributions are paid on a quarterly or more frequent basis, accruals of such costs may be included in Contractor's incurred costs, provided that the pension contributions are paid to the retirement fund within thirty (30) days after the close of the period covered by the payment. If payments are not paid within such thirty (30) day period, pension contributions shall be excluded from the Contractor's incurred cost until payment therefor has been made.

(d) Incurred costs shall not include any costs which are required, under any requirement of this contract to be reimbursed or paid by the Government to the Contractor or reimbursed or paid by the Contractor to the Government other than through an equitable adjustment in contract…