Solicitation - N6449826Q5159.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 PLC Modules

CONTINUATION SHEET

1. Block 8

Quote Due Date / Local Time: 21 May 2026 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.

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

NOTE: ALL SUPPLIES ARE TO BE BRAND NAME ALLEN BRADLEY.

NOTE: TRACEABILITY DOCUMENTATION PROVING ITEMS ARE COMING FROM AN

AUTHORIZED DISTRIBUTOR MUST BE SUBMITTED WITH QUOTE.

N6449826Q5159

Section B - Supplies or Services & Prices or Costs

Additional Information/Notes

Item Supplies/Service Quantity Unit Unit Price Amount

ControlLogix 7 Slots Chassis. Part Number AB1756-A7. See SOW in clause section C for additional details.

Part Number Description: AB1756-A7 Pricing Arrangement: Firm Fixed Price

4 Each

ControlLogix DC Power Supply. Part Number AB1756-PB50. See SOW in clause section C for additional details.

Part Number Description: AB1756-PB50 Pricing Arrangement: Firm Fixed Price

14 Each

ControlLogix 5580 Controller. Part Number AB1756-L82E. See SOW in clause section C for additional details.

Part Number Description: AB1756-L82E Pricing Arrangement: Firm Fixed Price

6 Each

1756 Compute Module. Part Number AB1756-CMS1B1. See SOW in clause section C for additional details.

Part Number Description: AB1756-CMS1B1 Pricing Arrangement: Firm Fixed Price

12 Each

CLX Enet/IP 100M. Part Number AB1756-EN2T. See SOW in clause section C for additional details.

Part Number Description: AB1756-EN2T Pricing Arrangement: Firm Fixed Price

6 Each

ControlLogix 32Pt 12/24V DC D/I Module. Part Number AB1756- IB32. See the SOW in clause section C for additional details.

Part Number Description: AB1756-IB32 Pricing Arrangement: Firm Fixed Price

10 Each

ControlLogix 32Pt 12/24V DC D/O Module. Part Number AB1756- OB32. See the SOW in clause section C for additional details.

Part Number Description: AB1756-OB32 Pricing Arrangement: Firm Fixed Price

10 Each

ControlLogix 16 Point A/I Module. Part Number AB1756-IF16. See the SOW in clause section C for additional details.

Part Number Description: AB1756-IF16 Pricing Arrangement: Firm Fixed Price

13 Each

ControlLogix 8Pt A/O I or V Module. Part Number AB1756-OF8. See the SOW in clause section C for additional details.

Part Number Description: AB1756-OF8 Pricing Arrangement: Firm Fixed Price

10 Each

ControlLogix Input Module. Part Number AB1756-IA16I. See the SOW in clause section C for additional details.

Part Number Description: AB1756-IA16I Pricing Arrangement: Firm Fixed Price

9 Each

ControlLogix 16 pPt D/O Module. Part Number AB1756-OA16I. See the SOW in clause section C for additional details.

Part Number Description: AB1756-OA16I Pricing Arrangement: Firm Fixed Price

10 Each

ControlLogix Empty Slot Cover. Part Number AB1756-N2. See the SOW in clause section C for additional details.

Part Number Description: AB1756-N2 Pricing Arrangement: Firm Fixed Price

7 Each

36 Pin Screw terminal Block. Part Number AB1756-TBCH. See the SOW in clause section C for additional details.

Part Number Description: AB1756-TBCH Pricing Arrangement: Firm Fixed Price

30 Each

CDRL A001. NSP CDRL.

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

1 Lot

CDRL A002. NSP CDRL.

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

1 Lot

Section C - Description/Specifications/Statement of Work

Statement of Work (SOW) for CLB Allen Bradley PLC 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 (Code 452) and the Undersea Vehicle, Submarine Sail and Deployed Systems Division (Division 45), provide In Service Engineering support for submarine towed and mast antenna Hull, Mechanical, and Electrical (HM&E) Systems for the United State Navy. These systems include the AN/BRR- 6() Radio Receiving Set, and various other submarine sail systems.

1.2 SCOPE OF WORK

The Contractor shall procure various components details in Section 3.1.

2.0 APPLICABLE DOCUMENTS

Not Applicable

3.0. REQUIREMENTS

3.1 The contractor shall deliver the following AB PLC modules.

ITEM NO. QTY P/N DESCRIPTION or NOMENCLATURE

1 4 AB1756-A7 ControlLogix 7 Slots Chassis

2 14 AB1756-PB50 ControlLogix DC Power Supply

3 6 AB1756-L82E ControlLogix 5580 Controller

4 12 AB1756-CMS1B1 1756 Compute Module

5 6 AB1756-EN2T CLX Enet/IP 100M

6 10 AB1756-IB32 ControlLogix 32Pt 12/24V DC D/I Module

7 10 AB1756-OB32 ControlLogix 32Pt 12/24V DC D/O Module

8 13 AB1756-IF16 ControlLogix 16 Point A/I Module

9 10 AB1756-OF8 ControlLogix 8Pt A/O I or V Module

10 9 AB1756-IA16I ControlLogix Input Module

11 10 AB1756-OA16I ControlLogix 16 pPt D/O Module

12 7 AB1756-N2 ControlLogix Empty Slot Cover

13 30 AB1756-TBCH 36 Pin Screw terminal Block

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

3.3 The Contractor shall provide a certification of compliance for all PLC Modules to confirm that items procured are built by Allen Bradley, and the equipment is new in the box and unused. Provide documentation as specified in CDRL A002.

3.4 The Contractor shall ship the products to:

Naval Surface Warfare Center, Philadelphia Division

1601 Langley Avenue, Bldg. 542

Philadelphia, PA 19112

Attn: Kevin Harrington

(215) 697-9200

3.5 Technical Points of Contact (TPOC)

Primary TPOC

Ashwin Parmar

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

Joe Devine

Electrical Engineer

NSWC-PD, Code 452

5001 S. Broad St, Bldg. 4

Philadelphia, Pa. 19112

(215) 897-7196

Joseph.j.devine28.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)

5.1.1 The Contractor shall protect critical information associated with this contract to prevent unauthorized disclosure. The NSWC Philadelphia 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.

N6449826Q5159 mailto:ashwin.parmar.civ@us.navy.mil mailto:Joseph.j.devine28.civ@us.navy.mil

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.

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

Not Applicable

7.0 TRAVEL

Not Applicable

8.0 GOVERNMENT FURNISHED PROPERTY

Not Applicable

9.0 GOVERNMENT FURNISHED INFORMATION

Not Applicable

10.0 PURCHASES

Not Applicable

11.0 PERSONNEL

Not Applicable

12.0 Delivery Schedule

The delivery date is 8 weeks after contract award.

Requirements Allen Bradley PLC 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.

(Endof Text)

C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (Oct 2018)

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

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

(1) The support contractor not disclose any information;

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

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

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

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

(d) NAVSEA may, without further notice, enter into contracts with other contractors for these services. Contractors should enter into separate non-disclosure agreements with the file room contractor. Contact the Procuring Contracting Officer for contractor specifics. However, any such agreement will not be considered a prerequisite before information submitted is stored in the file room or otherwise encumber the government.

(End of Text)

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.

(End of Text)

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.

(End of Text)

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

(End of Text)

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.

N6449826Q5159 .

(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-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".

(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 A, 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 price. If an overpayment is made relative to this paragraph, interest shall be charged at the prevailing per annum rate established by the Secretary of the Treasury, pursuant to Public Law 92-41, from the date such overpayment is made until the date the overpayment is fully recovered.

(7) At any time or times prior to final payment under this contract, the Contracting Officer may have invoices and statements or certifications of costs audited. Each payment theretofore made shall be subject to reduction as necessary to reflect the exclusion of amounts included in the invoices or statements or certifications of costs which are found by the Contracting Officer, on the basis of such audit, not to constitute allowable costs. Any payment may be reduced for overpayments, or increased for underpayments, on preceding invoices.

(8) Invoices may be submitted every two weeks or more frequently, as the Contracting Officer, in his sole and non-appealable discretion, determines to be warranted by expenditures of the Contractor. Invoices shall be based upon the total contract price as adjusted from time to time pursuant to the terms of the contract. The Contractor shall certify on each invoice

(i) the percentage of physical progress in the performance of the contract as a whole as a decimal carried to four places and (ii) the allowable costs incurred by it in performance of the contract as a whole as of the date the invoice is submitted. No payment will be required to be made under this paragraph (a) upon invoices aggregating less than .fivethousand dollars ($5,000)

(b) Upon acceptance of each craft and upon the submission of properly certified invoices, the Government will pay to the Contractor the amount of withholding under paragraph (a)(2) with respect of that craft in excess of (i) one and onehalf percent (1-1/2%) of the contract price for such craft, constituting a final settlement reserve, and (ii) one percent (1%) of the contract price for such craft, constituting a final settlement reserve, provided however that the amount of such final settlement reserve for the entire contract shall not exceed . If at any time it shall appear to the Government onehundred thousand dollars ($100,000) that the amount of the performance reserve may be insufficient to meet the cost to the Government of finishing any unfinished work under the contract for which the Contractor is responsible or of correcting defects for which the Contractor is responsible which are discovered prior to acceptance or during the guaranty period (if the requirement "Guaranty Period" is included in this contract) of any craft, the Government may, in making payments under this requirement, deduct or withhold such additional amounts as it may determine to be necessary to render such reserve adequate. Any such additional amounts deducted or withheld on account of defects which are discovered during the guaranty period of the craft shall not exceed the limit of the Contractor's liability, under the requirement entitled "Limitation of Contractor's Liability for Correction of Defects" (if such requirement is included in this contract).

(c) At any time or times prior to final payment under this contract, the Contracting Officer may have any invoices and statements or certifications of costs audited. 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 invoices, statements or certifications of costs are based. Each payment theretofore made shall be subject to reduction as necessary to reflect the exclusion of amounts included in the invoices or statements or certifications of costs which are found by the Contracting Officer, on the basis of such audit, not to constitute allowable costs. Any payment may be reduced for overpayments, or increased for underpayments on preceding invoices.

(d) The Contracting Officer may reduce or suspend payments after finding on substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (including but not limited to such requirements as quality, safety, care and protection).

(2) Performance of this contract is endangered by the Contractor's

(i) Failure to make progress; or

(ii) Unsatisfactory financial condition

(3) Inventory allocated to this contract substantially exceeds reasonable requirements.

(e) Upon completion and acceptance of all work hereunder, the balance due the Contractor under this contract will be paid upon the presentation of a properly executed and duly certified invoice therefor. The Contractor and each assignee under an assignment in effect at the time of final settlement shall execute and deliver at the time of and a condition precedent to final payment, a release in form and substance satisfactory to and containing such exceptions as may be found appropriate by the Contracting Officer, discharging the Government, its officers, agents, and employees of and from all liabilities, obligations and claims arising under this contract. The Contracting Officer may, in his discretion, authorize payments on account of any such balance to be made in advance of final settlement subject to such conditions precedent as the Contracting Officer may prescribe. If this contract shall have been terminated in whole, or in part, any such release shall also contain such a release of all claims against the Government arising out of or by virtue of such termination.

(f) Any and all payments made hereunder shall be secured when made, by lien in favor of the Government upon craft, articles, and things contracted for on account of all payments so made and on all material, equipment, and other property acquired for or allocated to the performance of this contract, except to the extent that the Government, by virtue of any other requirements of this contract, or otherwise shall have valid title to such articles, things, materials, or other property as against other creditors of the Contractor. If such property is not identified by marking or segregation, the Government shall be deemed to have a lien upon a proportionate part of any mass of property with which such property is commingled. Any lien provided for by virtue of this paragraph is paramount to all other liens under the provisions of 10 U.S.C. sec 7521.

(g) Title to the craft under construction shall vest in the Government and title to all materials and equipment acquired for the performance of the contract shall vest in the Government upon delivery thereof to the plant of the Contractor or other place of storage selected by the Contractor, whichever of said events shall first occur; provided however, that notwithstanding the foregoing requirements concerning title, in the event of loss, theft or destruction of or damage to any such property before acceptance by the Government, the Contractor shall bear the risk of any such loss, theft, destruction or damage.

(h) The Contractor, to the extent determined necessary and practicable by the Supervisor of Shipbuilding, shall identify by marking or…