AWARD/CONTRACT 1. THIS CONTRACT IS A RATED ORDER UNDER DPAS (15 CFR 350) RATING DO-A3 PAGE OF PAGES 1 97

Exhibit 10.8

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Section B - Supplies or Services and Prices

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CLAUSES INCORPORATED BY FULL TEXT

LIMITATION OF COST/LIMITATION OF FUNDS (NAVSEA) (SEP 1990)

The clause entitled “LIMITATION OF COST” (FAR 52.232-20) or “LIMITATION OF FUNDS” (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost.

CLAUSES INCORPORATED BY FULL TEXT

NOTE A - The Government will fund these items as needed during the contract performance via Technical Instructions.  Engineering Services includes incidental materials (See Section C).

NOTE B:  The Government will fund this item as needed during contract performance.  Support for Engineering Services includes travel and subsistence (See Section C) on a cost only basis, with no provision for fee.

CLAUSES INCORPORATED BY FULL TEXT

PAYMENT FOR ENGINEERING SERVICES AND SUPPORT (NAVSEA) (JAN 2008)

(Applicable to CLINs 0003 and 0004)

(a) Invoices for engineering services and overtime shall contain the name(s) of engineer(s), date(s) and place(s) of performance, and a brief description of the services performed.  This information may be included in the Comments tab of the applicable WAWF document.  Each invoice shall be accompanied by a copy of the authorization for services and the original certification of performance.  These documents may be attached to the invoice as described in the Invoice Instructions in Section G.  A copy of each invoice shall be furnished to the applicable NAVSEA/DRPM/PEO code identified in Section C under Engineering Services.

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(b) Invoices for subsistence and transportation shall be supported by a statement of actual costs incurred by the Contractor and claimed to be reimbursable and shall be in such form and reasonable detail as required by the cognizant Defense Contract Audit Agency (DCAA).  The Government shall make provisional payment after submission of each invoice and statement of costs.  At any time prior to final payment, DCAA may audit the invoice(s) and statement(s) of costs, as appropriate.

(c) Each provisional payment for subsistence and transportation costs shall be subject to reduction to the extent any amount included in the related invoice and statement of costs is found not to be reimbursable under the support item(s) and shall also be subject to reduction for overpayment or to increase for underpayment on preceding invoices.  Any disputes under this requirement shall be determined in accordance with the clause of this contract entitled “DISPUTES” (FAR 52.233-1).

CLAUSES INCORPORATED BY FULL TEXT

252.204-7006   BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall—

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

252.232-7003     ELECTRONIC SUBMISSION OF PAYMENT REQUESTS AND RECEIVING REPORTS (MAR 2008)

(a) Definitions. As used in this clause—

(1) Contract financing payment and invoice payment have the meanings given in section 32.001 of the Federal Acquisition Regulation.

(2) Electronic form means any automated system that transmits information electronically from the initiating system to all affected systems. Facsimile, e-mail, and scanned documents are not acceptable electronic forms for submission of payment requests. However, scanned documents are acceptable when they are part of a submission of a payment request made using Wide Area WorkFlow (WAWF) or another electronic form authorized by the Contracting Officer.

(3) Payment request means any request for contract financing payment or invoice payment submitted by the Contractor under this contract.

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(b) Except as provided in paragraph (c) of this clause, the Contractor shall submit payment requests and receiving reports using WAWF, in one of the following electronic formats that WAWF accepts: Electronic Data Interchange, Secure File Transfer Protocol, or World Wide Web input. Information regarding WAWF is available on the Internet at ▇▇▇▇▇://▇▇▇▇.▇▇.▇▇▇/.

(c) The Contractor may submit a payment request and receiving report using other than WAWF only when—

(1) The Contracting Officer authorizes use of another electronic form. With such an authorization, the Contractor and the Contracting Officer shall agree to a plan, which shall include a timeline, specifying when the Contractor will transfer to WAWF;

(2) DoD is unable to receive a payment request or provide acceptance in electronic form;

(3) The Contracting Officer administering the contract for payment has determined, in writing, that electronic submission would be unduly burdensome to the Contractor. In such cases, the Contractor shall include a copy of the Contracting Officer’s determination with each request for payment; or

(4) DoD makes payment for commercial transportation services provided under a Government rate tender or a contract for transportation services using a DoD-approved electronic third party payment system or other exempted vendor payment/invoicing system (e.g., PowerTrack, Transportation Financial Management System, and Cargo and Billing System).

(d) The Contractor shall submit any non-electronic payment requests using the method or methods specified in Section G of the contract.

(e) In addition to the requirements of this clause, the Contractor shall meet the requirements of the appropriate payment clauses in this contract when submitting payments requests.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(a)  As part of the negotiated fixed price or total estimated amount of this contact, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $500 or less at the time of final contract closeout.  The term “residual dollar amount” shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded.  For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party may be considered to the extent permitted by law.

(b)  This agreement to waive entitlement to residual dollar amounts has been considered by both parties.  It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

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CLAUSES INCORPORATED BY FULL TEXT

PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993)

(Applicable to CLINs 0001 and 0002)

(a) For purposes of this contract, “fee” means “target fee” in cost-plus-incentive-fee type contracts, “base fee” in cost-plus-award-fee type contracts, “fixed fee” in cost-plus-fixed-fee type contracts for completion and phase type contracts.

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled “FIXED FEE” (FAR 52.216-8) or “INCENTIVE FEE”, (FAR 52.216-10), as applicable.  Such payments shall be equal to nine percent (9%) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled “ALLOWABLE COST AND PAYMENT” (FAR 52.216-7), subject to the withholding terms and conditions of the “FIXED FEE” or “INCENTIVE FEE” clause, as applicable (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilities capital cost of money).  Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

(c) In the event of discontinuance of the work under this contract, or any specified phase of the contract, in accordance with the clause of this contract entitled “LIMITATION OF FUNDS” (FAR 52.232-22) or “LIMITATION OF COST” (FAR 52.232-20), as applicable, the fee shall be equitably adjusted by mutual agreement to reflect the diminution of work.  If the adjusted fee is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government.  If the adjusted fee exceeds all payments made to the Contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds.  In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

(d)  Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract has been modified to reduce the fee(s) in accordance with paragraph (c) above, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

CLAUSES INCORPORATED BY FULL TEXT

PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)

(Applicable to CLIN 0003)

(a)  For purposes of this contract, “fee” means “target fee” in cost-plus-incentive-fee type contracts, “base fee” in cost-plus-award-fee type contracts, or “fixed fee” in cost-plus-fixed-fee type contracts for level of effort type contracts.

(b)  The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled “FIXED FEE” (FAR 52.216-8) or “INCENTIVE FEE”, (FAR 52.216-10), as applicable.  Such payments shall be equal to nine percent (9%) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled “ALLOWABLE COST AND PAYMENT” (FAR 52.216-7), subject to the withholding terms and conditions of the “FIXED FEE” or “INCENTIVE FEE” clause.

(c)  The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the special contract requirement entitled “LEVEL OF EFFORT.”  If the fee(s) is reduced and the reduced fee(s) is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government.  If the final adjusted fee exceeds all fee payments made to the contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds.  In no event shall the Government be

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required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

(d)  Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract has been modified to reduce the fee(s) in accordance with the “LEVEL OF EFFORT” special contract requirement, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

CLAUSES INCORPORATED BY FULL TEXT

TRAVEL COSTS - ALTERNATE I (NAVSEA) (DEC 2005)

(a)  Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46.  The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

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

(c)  Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR 31.205-35; however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incident to relocation.

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

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

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

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

CLAUSES INCORPORATED BY FULL TEXT

CONTRACT SUMMARY FOR PAYMENT OFFICE (COST TYPE) (FEB 1997)

This entire contract is cost type.

Note: This is a Cost Plus Fixed Fee Completion (CLIN 0001) and a Cost Plus Fixed Fee, Level of Effort (CLIN 0003) type contract.

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CLAUSES INCORPORATED BY FULL TEXT

PAYMENT INSTRUCTIONS FOR MULTIPLE ACCOUNTING CITATIONS (NAVSEA) (JAN 2008)

Applicable to (CLINs 0001, 0003 and 0004)

For contracts or orders that 1) include contract line items that are funded by multiple accounting classification citations for which a contract line item or items are not broken out into separately identifiable subline items (informational subline items are not separately identifiable subline items); 2) contain cost-reimbursement or time-and-material or labor-hour line items; or 3) authorize financing payments, the payment office will make payment from each ACRN within the contract or order in the same proportion as the amount of funding currently unliquidated for each ACRN (contract-wide: proration).

CLAUSES INCORPORATED BY FULL TEXT

INVOICE INSTRUCTIONS (NAVSEA) (JAN 2008)

(a)  In accordance with the clause of this contract entitled “ELECTRONIC SUBMISSION OF PAYMENT REQUESTS” (DFARS 252.232-7003), the Naval Sea Systems Command (NAVSEA) will utilize the DoD Wide Area Workflow Receipt and Acceptance (WAWF) system to accept supplies/services delivered under this contract.  This web-based system located at ▇▇▇▇▇://▇▇▇▇.▇▇.▇▇▇ provides the technology for government contractors and authorized Department of Defense (DoD) personnel to generate, capture and process receipt and payment-related documentation in a paperless environment.  Invoices for supplies/services rendered under this contract shall be submitted electronically through WAWF.  Submission of hard copy DD250/invoices may no longer be accepted for payment.

(b)  It is recommended that the person in your company designated as the Central Contractor Registration (CCR) Electronic Business (EB) Point of Contact and anyone responsible for the submission of invoices, use the online training system for WAWF at ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.  The Vendor, Group Administrator (GAM), and sections marked with an asterisk in the training system should be reviewed.  Vendor Quick Reference Guides also are available at ▇▇▇▇://▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇.▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇▇▇▇/▇▇▇▇/▇▇▇▇/▇▇▇▇/.  The most useful guides are “Getting Started for Vendors” and “WAWF Vendor Guide”.

(c)  The designated CCR EB point of contact is responsible for activating the company’s CAGE code on WAWF by calling ▇-▇▇▇-▇▇▇-▇▇▇▇.  Once the company is activated, the CCR EB point of contact will self-register under the company’s CAGE code on WAWF and follow the instructions for a group administrator.  After the company is set-up on WAWF, any additional persons responsible for submitting invoices must self-register under the company’s CAGE code at ▇▇▇▇▇://▇▇▇▇.▇▇.▇▇▇.

(d)  The contractor shall use the following document types, DODAAC codes and inspection and acceptance locations when submitting invoices in WAWF:

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Type of Document (contracting officer check all that apply)

DODAAC Codes and Inspection and Acceptance Locations (contracting officer complete appropriate information as applicable)

Attachments created in any Microsoft Office product may be attached to the WAWF invoice, e.g., backup documentation, timesheets, etc.  Maximum limit for size of each file is 2 megabytes.  Maximum limit for size of files per invoice is 5 megabytes.

(e)  Before closing out of an invoice session in WAWF, but after submitting the document(s), you will be prompted to send additional email notifications.  Click on “Send More Email Notification” and add the acceptor/receiver email addresses noted below in the first email address block, and add any other additional email addresses desired in the following blocks.  This additional notification to the government is important to ensure that the acceptor/receiver is aware that the invoice documents have been submitted into WAWF.

Send Additional Email Notification To:

▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇

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(f)  The contractor shall submit invoices/cost vouchers for payment per contract terms and the government shall process invoices/cost vouchers for payment per contract terms.  Contractors approved by DCAA for direct billing will submit cost vouchers directly to DFAS via WAWF.  Final voucher submission will be approved by the ACO.

(g)  The WAWF system has not yet been implemented on some Navy programs; therefore, upon written concurrence from the cognizant Procuring Contracting Officer, the Contractor is authorized to use DFAS’s WInS for electronic end to end invoicing until the functionality of WInS has been incorporated into WAWF.

(h)  If you have any questions regarding WAWF, please contact the WAWF helpdesk at the above 1-866 number or the NAVSEA WAWF point of contact ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇.▇▇▇.

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Section C - Descriptions and Specifications

STATEMENT OF WORK

PART 1 — CONTRACT LINE ITEM DESCRIPTION

Item 0001 — RESEARCH AND DEVELOPMENT ACTIVITIES ASSOCIATED WITH FLYWHEEL ENERGY STORAGE IN SUPPORT OF NAVAL INTEGRATED POWER SYSTEMS

1.1                                 The Contractor shall provide services, materials, facilities and personnel necessary to perform the tasks identified below.

1.2                                 The Contractor shall provide program management, planning, control, subcontracts management, schedule accounting and control, and cost accounting and control.

1.2.1                        The Contractor shall develop and maintain a Program Plan.  The Program Plan shall include an event-based schedule, reflecting how the effort will be executed, including timing of reviews.  The schedule shall be developed in a manner that reflects the Contractor’s customary way of organizing projects and the need to have a direct relationship between project events and cost projections.  The schedule shall be maintained in Microsoft Project™ format and shall be made available to the Navy electronically in Microsoft Project™ and PDF formats at regular intervals during the execution of the effort.  The Contractor shall assess potential risks associated with achievement of technical, cost, and schedule requirements and define methods or alternatives to mitigate or minimize these risks, including the identification of criteria upon which decisions can be based.  The Program Plan shall include a monthly spend plan showing the expenditures predicted throughout the period of performance.  The spend plan shall include a chart that shows funded and disbursed for the total Contract and by CLIN and shall be updated in each progress report.

1.3                                 The Contractor shall submit a monthly Progress Report that reflects the technical, schedule, and cost status of the effort.  A copy of the latest invoice shall be appended to the Progress Report.  The Progress Report shall contain the following information:

Planned efforts and costs: The Contractor shall provide a copy of the schedule established in the Program Plan that has been updated to reflect changes to planned tasks/milestones. The Contractor shall provide a brief description of the work envisioned for the ensuing reporting period highlighting any changes to the schedule, the objectives of those efforts, and an estimate of costs and man-hours associated with planned efforts.  The Contractor shall note significant accomplishments and identification of major problems/deficiencies with impact and recommended solutions.  The Contractor should identify any technical risks/challenges or problems anticipated in the next reporting period.

Actual efforts and costs: The Contractor shall provide a copy of the schedule updated to reflect work performed during the current reporting period.  The Navy expects the Contractor to maintain one schedule that will be updated monthly for both planned and actual efforts. The Contractor shall detail work performed during the current reporting period and associated financial status. Include an overall status of each milestone, task, or unit of work.   The Contractor shall document significant results of conferences, trips, or directives from the Government’s representatives.  The Contractor shall maintain an action list for programmatic and technical items that arise during the course of the effort and a status of deliverable items.

1.4                                 The Contractor shall plan, conduct and document meetings and reviews held between the Navy and the Contractor as necessary.  The Contractor and the Navy shall develop agendas for meetings jointly via electronic mail.  The Contractor shall prepare Meeting Minutes which document all material presented, key discussions and decisions made, and any action items which have arisen as a result of any meeting with the Navy or the Navy’s representatives.  Reviews shall be coordinated with major milestones and shall be scheduled to occur at a minimum of a quarterly basis.  Contractor personnel shall be available for informal conferences as required throughout performance to discuss the direction, progress, and/or significant problems encountered, and to discuss technical and fiscal information required for performance.  The Navy reserves the right to conduct an in-plant visit to the

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Contractor to review implementation of the Contractor’s cost and schedule management system and to understand the methods the Contractor utilizes to determine progress.  The intent is to ensure maximum visibility of the Contractor’s technical, cost and schedule performance.

1.5                                 Advanced System Architecture Conceptual Assessment:  The Contractor shall assist NAVSEA with a system level analysis of future surface combatant electrical power energy storage needs and shall identify three to four candidate application(s) of a flywheel energy storage system that offer the most benefit in terms of overall system development and production cost, equipment volume and weight, and mission performance improvements. The Contractor shall participate as part of the Navy’s power plant upgrade architecture development team by providing characterization of the flywheel energy storage technologies under consideration so the team can include those technologies in system level trade studies. The Contractor shall independently validate the results of the trade studies. Based on the results of this initial trade studies, the Contractor shall perform a conceptual design of the notional flywheel energy storage system. The Contractor shall develop simulation models for the notional technologies.

Item 0002 — DATA

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

2.2                                 Data shall be submitted to NAVSEA PMS-320 in an electronic mailing using Microsoft Word, Microsoft Excel, Microsoft PowerPoint, Microsoft Project, or PDF file formats unless otherwise agreed to.  No paper copy shall be delivered unless otherwise agreed to by the Navy.  The Contractor’s format is acceptable, provided the technical content requirement is met.  The content requirements are specified for each data item in the SOW.

2.3                                 For those items requiring approval, approval will be based on technical content and compliance with the SOW requirements.  The Navy will make every effort to expedite review and response to the contractor.  Disapproved documents shall be modified by the Contractor in accordance with the comments provided by the Navy and resubmitted for Navy reconsideration.  Documents that are approved with comment may be considered acceptable if the Contractor acknowledges acceptance of the Navy’s comment.

Item 0003 - ENGINEERING SERVICES (NAVSEA) (MAY 1998)

The Contractor shall, at the option of the Government, furnish 10,000 man-hours of the services of qualified engineers to perform Engineering Support for follow-on investigations and hardware evaluations to determine the effectiveness of the new technologies developed herein.  A requirement of a mix of lead, senior, and intermediate level personnel in the ratio of 1:2:1 is anticipated, although the Contractor’s requirement is to deliver the total amount of support in such mix as required.  The nature of the services to be performed shall be non-severable from the scope of the remaining aspects of the contract.  As such, the manner of work to be performed under this item shall be intimately related to the core scope of the contract, shall form a logical extension of the work otherwise performed (such as completion of testing of articles developed or extending the performance capability of the articles developed), or shall provide amplifying details of the articles or technologies beyond that otherwise required herein and shall result in a specific end-product, e.g. a report.  The services shall cover the investigation of potential alternative technologies on suitable demonstration vehicles, working in support of NAVSEA objectives.  This effort shall be undertaken only as directed by written technical instructions issued by the COR.

The contractor shall furnish materials and subcontracting incidental to the engineering services as necessary to perform the efforts specified by PMS-320.  The amount of materials and subcontracting to be provided shall be equal or less than $100,000 of direct costs.  Incidental materials and subcontracting shall be fee bearing.

The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified there for, as authorized by the COR.

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Each time services are performed, the engineer(s) shall obtain a certification of performance from a responsible U.S. Government official at the activity where the services were performed, citing tasks satisfactorily performed and hours worked each day.

The maximum liability of the Government for each engineering services item shall not exceed the amount set forth in the Schedule, or the amount obligated whichever is less.  If, at any time, the Contractor has reason to believe that the amounts it expects to incur in the performance of each engineering services item in the next succeeding sixty (60) days, when added to all amounts previously incurred, will exceed seventy-five percent (75%) of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the man days and/or amount for the full performance of each engineering services item will be greater than or substantially less than that set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the man days and/or amount for the performance of said item.  The Contractor shall not exceed the obligated amount for each engineering services item, unless and until the Contracting Officer has increased such amount in writing.

In the event the Government does not designate time(s) and place(s) sufficient for performance of the total quantity of engineering services set forth in the Schedule within the period(s) provided there for, those services not furnished shall be deemed to be terminated for the convenience of the Government at no cost to the Government.  Such termination shall be evidenced by a written document signed by the Contracting Officer and mailed or otherwise furnished to the Contractor.

Performance of the work under this effort shall be subject to written Technical Instructions (TIs) signed by the COR.  If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor shall notify the Government Contracting Officer in writing within ten (10) working days after the receipt of any such instruction.  The Contractor shall not proceed with the work affected by the technical instruction unless and until the Government Contracting Officer notifies the Contractor that the technical instruction is within the scope of this contract.

Item 0004 - SUPPORT FOR ENGINEERING SERVICES (NAVSEA) (JUN 1992)

(a)  The Contractor shall be reimbursed for its reasonable actual subsistence, transportation, and travel time costs incurred in the performance of the related engineering services item(s) in accordance with FAR 31.205-46.  The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

(b)  Overtime shall be performed as required by the using activity and to the extent authorized by the COR.  Overtime premium to be negotiated as required.

(c)  The maximum liability of the Government for each support item shall not exceed the estimated amount set forth in the Schedule, or the amount obligated under the SLIN, whichever is less.  If, at any time, the Contractor has reason to believe that the costs it expects to incur in the performance of each support item in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the costs to the Government for the full performance of each support item will be greater than or substantially less than the amount set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of such costs for the performance of said item.  The Contracting Officer may, upon receipt of such notice or whenever the Contracting Officer considers it necessary, increase or further increase the total estimated amount for the performance of each support item.  When and to the extent the estimated amount for a support item has been so increased, any amounts expended or incurred by the Contractor for performance in excess of the estimated amount there for prior to the increase, shall be paid or reimbursed to the same extent as if expended or incurred after the increase.

COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)

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(a)                                  The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled “RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION” (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered.  The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

(b)                                 The Contractor agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this contract.

(c)                                  Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used.  Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

(d)                                 No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies.  This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e)                                  Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy.  Such delivery may cause confusion between data rights and computer software rights.  It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Government will be licensed to use that digital-form with exactly the same rights and limitations as if the data had been delivered as hard copy.

(f)                                    Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible.  Such legends shall also be placed in human readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

CLAUSES INCORPORATED BY FULL TEXT

Item(s) 0002 - The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s) A, attached hereto.

ITEM(S) 0003- ENGINEERING SERVICES (NAVSEA) (APR 2004)

(a)          The Contractor shall furnish the services of qualified engineer(s) to:

(1) Assist in planning, installation, testing, checkout, adjustment, operation, disassembly, and repair of Flywheel Energy Storage System; and

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(2) Perform on-the-job instruction and training of Navy personnel (military and/or civilian). (Not applicable to SCN funded items).

(b) For purposes of this requirement, the following definitions apply:

(1) “Domestic services” means services rendered within the United States (U.S.) and/or on Navy vessels in ports within the U.S. or at sea, provided the vessel does not enter port outside the U.S.

(2) “Foreign services”means services other than domestic.

(3) “United States” means the United States, its possessions, Puerto Rico, and any other place subject to its jurisdiction, but does not include leased bases or trust territories.

(4) “Man day” means the services of one engineer for one day of eight hours, Monday through Friday (excluding holidays).

(5) “Holidays” means all Federally recognized holidays.

(c) The engineering services shall be performed within the limits, if any, as to place(s)and period(s)specified therefor, as authorized by PMS 320.

(d) When authorized under paragraph(c) above, each engineer shall perform engineering services in accordance with supplemental instructions provided by the Contract Administration Office(CAO)cognizant of vessel construction/conversion contract, a representative of the authorizing activity or a representative of the activity where the engineering services are performed, as applicable.  However, each engineer shall not be considered an employee of the Government.

(e) Travel time necessary for performance of such services shall be included in computing the man days of service.  When services are performed at sea and the engineer(s) is unable to leave the vessel when work is completed, the remaining time aboard the vessel shall be considered travel time for purposes of computing the man days of services.  However, the Contractor shall be paid for no more than one man day of service per calendar day for each engineer while in travel status.

(f) Passports, visas, inoculations and other medical requirements necessary for performance of engineering services shall be at the sole responsibility and expense of the Contractor.

(g) Each time services are performed, the engineer(s)shall obtain a certification of performance from a responsible U.S.Government official aboard the vessel or at the activity where the services were performed, citing tasks satisfactorily performed and hours worked each day.

(h) The maximum liability of the Government for each engineering services item shall not exceed the amount set forth in the Schedule, or the amount obligated whichever is less. If, at any time, the Contractor has reason to believe that the amounts it expects to incur in the performance of each engineering services item in the next succeeding sixty(60)days, when added to all amounts previously incurred, will exceed seventy-five percent(75%)of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the man days and/or amount for the full performance of each engineering services item will be greater than or substantially less than that set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the man days and/or amount for the performance of said item. The Contractor shall not exceed the obligated amount for each engineering services item, unless and until such amount has been increased in writing by the Contracting Officer.

(i) In the event the Government does not designate time(s)and place(s)sufficient for performance of the total quantity of engineering services set forth in the Schedule within the period(s)provided therefor, those services not furnished shall be deemed to be terminated for the convenience of the Government at no cost to the Government.  Such

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termination shall be evidenced by a written document signed by the Contracting Officer and mailed or otherwise furnished to the contractor.

SUPPORT FOR ENGINEERING SERVICES (NAVSEA) (JUN 1992)

(a)  The Contractor shall be reimbursed for its reasonable actual subsistence and transportation costs incurred in the performance of the related engineering services item(s) in accordance with FAR 31.205-46.  The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

(b)  Overtime shall be performed as required by the using activity and to the extent authorized by the applicable NAVSEA/DRPM/PEO code identified in Section C under Engineering Services.

(c)  The maximum liability of the Government for each support item shall not exceed the estimated amount set forth in the Schedule.  If, at any time, the Contractor has reason to believe that the costs it expects to incur in the performance of each support item in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the costs to the Government for the full performance of each support item will be greater than or substantially less than the amount set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of such costs for the performance of said item.  The Contracting Officer may, upon receipt of such notice or whenever the Contracting Officer considers it necessary, increase or further increase the total estimated amount for the performance of each support item.  When and to the extent the estimated amount for a support item has been so increased, any amounts expended or incurred by the Contractor for performance in excess of the estimated amount therefor prior to the increase, shall be paid or reimbursed to the same extent as if expended or incurred after the increase.

COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)

(a)                                  The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled “RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION” (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered.  The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

(b)                                 The Contractor agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this contract.

(c)                                  Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used.  Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

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(d)                                 No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies.  This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e)                                  Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy.  Such delivery may cause confusion between data rights and computer software rights.  It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Government will be licensed to use that digital-form with exactly the same rights and limitations as if the data had been delivered as hard copy.

(f)                                    Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible.  Such legends shall also be placed in human readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

CONTRACTOR’S PROPOSAL (NAVSEA) (MAR 2001)

(a)  Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal entitled, “FLYWHEEL ENERGY STORAGE IN SUPPORT OF NAVAL INTEGRATED POWER SYSTEMS” dated May 1, 2008 in response to NAVSEA Solicitation No. N00024-05-R-4201.

(b)  The technical volume(s) of the Contractor’s proposal is incorporated by reference and hereby made subject to the provisions of the “ORDER OF PRECEDENCE” (FAR 52.215-8) clause of this contract.  Under the “ORDER OF PRECEDENCE” clause, the technical volume of the Contractor’s proposal referenced herein is hereby designated as item (f) of the clause, following “the specification” in the order of precedence.

INFORMATION AND DATA FURNISHED BY THE GOVERNMENT - ALTERNATE II (NAVSEA) (JAN 2008)

(a)  NAVSEA Form 4340/2 or Schedule C, as applicable, Government Furnished Information, attached hereto, incorporates by listing or specific reference, all the data or information which the Government has provided or will provide to the Contractor except for -

(1)  The specifications set forth in Section C, and

(2)  Government specifications, including drawings and other Government technical documentation which are referenced directly or indirectly in the specifications set forth in Section C and which are applicable to this contract as specifications, and which are generally available and provided to Contractors or prospective Contractors upon proper request, such as Federal or Military Specifications, and Standard Drawings, etc.

(b)  Except for the specifications referred to in subparagraphs (a)(1) and (2) above, the Government will not be obligated to provide to the Contractor any specification, drawing, technical documentation or other publication which is not listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, notwithstanding anything to the contrary in the specifications, the publications listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, the clause entitled “GOVERNMENT PROPERTY” (FAR

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52.245-1) or “GOVERNMENT PROPERTY INSTALLATION OPERATION  SERVICES “ (FAR 52.245-2), as applicable, as applicable, or any other term or condition of this contract.

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

(i)    delete, supersede, or revise, in whole or in part, data listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable; or

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

(iii)  establish or revise due dates for items of data or information in NAVSEA Form 4340/2 or Schedule C, as applicable.

(2)  If any action taken by the Contracting Officer pursuant to subparagraph (c)(1) immediately above causes an increase or decrease in the costs of, or the time required for, performance of any part of the work under this contract, the contractor may be entitled to an equitable adjustment in the contract amount and delivery schedule in accordance with the procedures provided for in the “CHANGES” clause of this contract.

USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA) (APR 2004)

(a) NAVSEA may use a file room management support contractor, hereinafter referred to as “the support contractor”, to manage its file room, in which all official contract files, including the official file supporting this procurement, are retained.  These official files may contain information that is considered a trade secret, proprietary, business sensitive or otherwise protected pursuant to law or regulation, hereinafter referred to as “protected information”.  File room management services consist of any of the following: secretarial or clerical support; data entry; document reproduction, scanning, imaging, or destruction; operation, management, or maintenance of paper-based or electronic mail 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 ▇▇▇▇▇▇’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 are free to enter into separate non-disclosure agreements with the file room contractor.  (Please contact Director, E

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Business Division for contractor specifics.)  However, any such agreement will not be considered a prerequisite before information submitted is stored in the file room or otherwise encumber the government.

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Section D - Packaging and Marking

CLAUSES INCORPORATED BY FULL TEXT

All unclassified data shall be prepared for shipment in accordance with best commercial practice.

Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28 February 2006.

CLAUSES INCORPORATED BY FULL TEXT

Item(s) 0001 - The supplies furnished hereunder shall be packaged in accordance with best commercial practice.

MARKING OF REPORTS (NAVSEA) (SEP 1990)

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

(1) name and business address of the Contractor

(2)  contract number

(3)  contract dollar amount

(4)  whether the contract was competitively or non-competitively awarded

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Section E - Inspection and Acceptance

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

Item(s) 0001 - Inspection and acceptance shall be made by the Contracting Officer’s Representative (COR) or a designated representative of the Government.

Item 0002-  Inspection and acceptance of all data shall be as specified on the attached Contract Data Requirements List(s), DD Form 1423.

Item(s) 0003 - Acceptance shall be made by the cognizant ACO upon receipt of a copy of the authorization for services and the original certification of performance.

Item(s) 0001 - Acceptance shall be made by the cognizant ACO upon receipt of a copy of the authorization for services and the original certification of performance.

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Section F - Deliveries or Performance

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

The Contractor shall perform the work described in SECTION C, at the level of effort specified in SECTION B, as follows:

All data to be furnished under this contract shall be delivered prepaid to the destination(s) and at the time(s) specified on the Contract Data Requirements List(s), DD Form 1423.

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Section G - Contract Administration Data

CLAUSES INCORPORATED BY FULL TEXT

CONTRACT ADMINISTRATION DATA

Enter below the address (street and number, city, county, state and zip code) of the Contractor’s facility which will administer the contract if such address is different from the address shown on the SF 26 or SF 33, as applicable.

CLAUSES INCORPORATED BY FULL TEXT

The Contractor shall forward a copy of all invoices to the Contracting Officer’s Representative.

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Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

NAVSEA 5252.202-9101 ADDITIONAL DEFINITIONS (MAY 1993)

As used throughout this contract, the following terms shall have the meanings set forth below:

(a) DEPARTMENT   means the Department of the Navy.

(b) 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.

(c) REFERENCES TO ARMED SERVICES PROCUREMENT REGULATION OR DEFENSE ACQUISITION REGULATION   All references in this document to either the Armed Services Procurement Regulation (ASPR) or the Defense Acquisition Regulation (DAR) shall be deemed to be references to the appropriate sections of the FAR/DFARS.

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

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

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

CLAUSES INCORPORATED BY FULL TEXT

5252.216-9122  LEVEL OF EFFORT (DEC 2000)

(a)  The Contractor agrees to provide the total level of effort specified in the next sentence in performance of the work described in Sections B and C of this contract.  The total level of effort for the performance of this contract shall be 10,000 total man-hours of direct labor, including subcontractor direct labor for those subcontractors specifically identified in the Contractor’s proposal as having hours included in the proposed level of effort.

(b)  Of the total man-hours of direct labor set forth above, it is estimated that 0 (Offeror to fill-in) man-hours are uncompensated effort.

Uncompensated effort is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work.  All other effort is defined as compensated effort.  If no effort is indicated in the first sentence of this paragraph, uncompensated effort performed by the Contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

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(c)  Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as (local travel to and from an employee’s usual work location), uncompensated effort while on travel status, truncated lunch periods, work (actual or inferred) at an employee’s residence or other non-work locations (except as provided in paragraph (j) below), or other time and effort which does not have a specific and direct contribution to the tasks described in Sections B and C.

(d)  The level of effort for this contract shall be expended at an average rate of approximately  hours per week.  It is understood and agreed that the rate of man-hours per month may fluctuate in pursuit of the technical objective, provided such fluctuation does not result in the use of the total man-hours of effort prior to the expiration of the term hereof, except as provided in the following paragraph.

(e)  If, during the term hereof, the Contractor finds it necessary to accelerate the expenditure of direct labor to such an extent that the total man-hours of effort specified above would be used prior to the expiration of the term, the Contractor shall notify the Contracting Officer in writing setting forth the acceleration required, the probable benefits which would result, and an offer to undertake the acceleration at no increase in the estimated cost or fee together with an offer, setting forth a proposed level of effort, cost breakdown, and proposed fee, for continuation of the work until expiration of the term hereof.  The offer shall provide that the work proposed will be subject to the terms and conditions of this contract and any additions or changes required by then current law, regulations, or directives, and that the offer, with a written notice of acceptance by the Contracting Officer, shall constitute a binding contract.  The Contractor shall not accelerate any effort until receipt of such written approval by the Contracting Officer.  Any agreement to accelerate will be formalized by contract modification.

(f)  The Contracting Officer may, by written order, direct the Contractor to accelerate the expenditure of direct labor such that the total man-hours of effort specified in paragraph (a) above would be used prior to the expiration of the term.  This order shall specify the acceleration required and the resulting revised term.  The Contractor shall acknowledge this order within five days of receipt.

(g)  If the total level of effort specified in paragraph (a) above is not provided by the Contractor during the period of this contract, the Contracting Officer, at its sole discretion, shall either (i) reduce the fee of this contract as follows:

or (ii) subject to the provisions of the clause of this contract entitled “LIMITATION OF COST” (FAR 52.232-20) or “LIMITATION OF COST (FACILITIES)” (FAR 52.232-21), as applicable, require the Contractor to continue to perform the work until the total number of man-hours of direct labor specified in paragraph (a) above shall have been expended, at no increase in the fee of this contract.

(h)  The Contractor shall provide and maintain an accounting system, acceptable to the Administrative Contracting Officer and the Defense Contract Audit Agency (DCAA), which collects costs incurred and effort (compensated and uncompensated, if any) provided in fulfillment of the level of effort obligations of this contract.  The Contractor shall indicate on each invoice the total level of effort claimed during the period covered by the invoice, separately identifying compensated effort and uncompensated effort, if any.

(i)  Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and to the DCAA office to which vouchers are submitted:  (1) the total number of man-hours of direct labor expended during the applicable period; (2) a breakdown of this total showing the number of man-hours expended in each direct labor classification and associated direct and indirect costs; (3) a breakdown of other costs incurred; and (4) the Contractor’s estimate of the total allowable cost incurred under the contract for the period.  Within 45 days after completion of the work under the contract, the Contractor shall submit, in addition, in the case of a cost underrun; (5) the amount by which the estimated cost of this contract may be

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reduced to recover excess funds and, in the case of an underrun in hours specified as the total level of effort; and (6) a calculation of the appropriate fee reduction in accordance with this clause.  All submissions shall include subcontractor information.

(j) Unless the Contracting Officer determines that alternative worksite arrangements are detrimental to contract performance, the Contractor may perform up to 10% of the hours at an alternative worksite, provided the Contractor has a company-approved alternative worksite plan.  The primary worksite is the traditional “main office” worksite. An alternative worksite means an employee’s residence or a telecommuting center.  A telecommuting center is a geographically convenient office setting as an alternative to an employee’s main office. The Government reserves the right to review the Contractor’s alternative worksite plan. In the event performance becomes unacceptable, the Contractor will be prohibited from counting the hours performed at the alternative worksite in fulfilling the total level of effort obligations of the contract. Regardless of work location, all contract terms and conditions, including security requirements and labor laws, remain in effect.  The Government shall not incur any additional cost nor provide additional equipment for contract performance as a result of the Contractor’s election to implement an alternative worksite plan.

(k) Notwithstanding any of the provisions in the above paragraphs, the Contractor may furnish man-hours up to five percent in excess of the total man-hours specified in paragraph (a) above, provided that the additional effort is furnished within the term hereof, and provided further that no increase in the estimated cost or fee is required.

NAVSEA 5252.227-9113  GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (OCT 2006)

(a) The Contractor shall participate in the appropriate interchange of the Government-Industry Data Exchange Program (GIDEP) in accordance with NAVSEA S0300-BU-GYD-010 dated November 1994.  Data entered is retained by the program and provided to qualified participants.  Compliance with this requirement shall not relieve the Contractor from complying with any other requirement of the contract.

(b) The Contractor agrees to insert paragraph (a) of this requirement in any subcontract hereunder exceeding $500,000.00.  When so inserted, the word “Contractor” shall be changed to “Subcontractor”.

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

GIDEP

P.O. Box 8000

Corona, CA ▇▇▇▇▇-▇▇▇▇

Phone:     (▇▇▇) ▇▇▇-▇▇▇▇

FAX:       (▇▇▇) ▇▇▇-▇▇▇▇

Internet:   ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇

5252.232-9104  ALLOTMENT OF FUNDS (JAN 2008)

(a)  This contract is incrementally funded with respect to both cost and fee.  The amount(s) presently available and allotted to this contract for payment of fee for incrementally funded contract line item number/contract subline item number (CLIN/SLIN), subject to the clause entitled “FIXED FEE” (FAR

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52.216-8) or “INCENTIVE FEE” (FAR 52.216-10), as appropriate, is specified below.  The amount(s) presently available and allotted to this contract for

payment of cost for incrementally funded CLINs/SLINs is set forth below.  As provided in the clause of this contract entitled “LIMITATION OF FUNDS” (FAR 52.232-22), the CLINs/SLINs covered thereby, and the period of performance for which it is estimated the allotted amount(s) will cover are as follows:

(b)  The parties contemplate that the Government will allot additional amounts to this contract from time to time for the incrementally funded CLINs/SLINs by unilateral contract modification, and any such modification shall state separately the amount(s) allotted for cost, the amount(s) allotted for fee, the CLINs/SLINs covered thereby, and the period of performance which the amount(s) are expected to cover.

(c)  CLINs/SLINs       are fully funded and performance under these CLINs/SLINs is subject to the clause of this contract entitled “LIMITATION OF COST” (FAR 52.232-20).

(d)  The Contractor shall segregate costs for the performance of incrementally funded CLINs/SLINs from the costs of performance of fully funded CLINs/SLINs.

NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999)

(a)  Performance of the work hereunder may be subject to written technical instructions signed by the Contracting Officer’s Representative specified in Section G of this contract.  As used herein, technical instructions are defined to include the following:

(1)  Directions to the Contractor which suggest pursuit of certain lines of inquiry, shift work emphasis, fill in details or otherwise serve to accomplish the contractual statement of work.

(2)  Guidelines to the Contractor which assist in the interpretation of drawings, specifications or technical portions of work description.

(b)  Technical instructions must be within the general scope of work stated in the contract.  Technical instructions may not be used to:  (1) assign additional work under the contract; (2) direct a change as defined in the “CHANGES” clause of this contract; (3) increase or decrease the contract price or estimated contract amount (including fee), as applicable, the level of effort, or the time required for contract performance; or (4) change any of the terms, conditions or specifications of the contract.

(c)  If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer in writing within ten (10) working days after the receipt of any such instruction.  The Contractor shall not proceed with the work affected by the technical instruction unless and until the Contractor is notified by the Contracting Officer that the technical instruction is within the scope of this contract.

(d)  Nothing in the foregoing paragraph shall be construed to excuse the Contractor from performing that portion of the contractual work statement which is not affected by the disputed technical instruction.

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NAVSEA 5252.245-9106  FACILITIES TO BE GOVERNMENT FURNISHED (COST-REIMBURSEMENT) (APR 2008)

(a)(1)  The estimated cost and fee, if any, and delivery schedule set forth in this contract contemplate the rent free use of the facilities identified in paragraph (b) below and in paragraph (d) (applicable only for research and development contracts) if such paragraph (d) is added to this requirement.  If the Government limits or terminates the Contractor’s rent free use of said facilities, and such action affects the ability of the Contractor to perform this contract in accordance with its terms and conditions, then an equitable adjustment in the estimated cost and fee, if any, or delivery schedule, or both, shall be made pursuant to the clause entitled “CHANGES- COST-REIMBURSEMENT” (FAR 52.243 2), provided, however, that if the limitation or termination is due to failure by the Contractor to perform its obligations under this contract, the Contractor shall be entitled only to such adjustment as the Contracting Officer determines as a fact to be appropriate under the circumstances.

(2)  For the purposes of this requirement, facilities means industrial property (other than material, special tooling, military property, and special test equipment) for production, maintenance, research, development, or test, including real property and rights therein, buildings, structures, improvements, and plant equipment as defined in FAR Part 45.

(b)  The Contractor is authorized to acquire or use the facilities described below upon the prior written approval of the cognizant Contract Administration Office, which shall determine that such facilities are required to carry out the work provided for by this contract.  Immediately upon delivery of each item of approved facilities to the Contractor’s plant, the Contractor shall notify the cognizant Contract Administration Office of the receipt of such facilities owned by the Government, which shall be made a part of the plant account assigned to the Contractor at that location.

DESCRIPTION AND IDENTITY OF FACILITIES

(c)(1)  In the event that the cumulative total acquisition costs (actual or estimated) of all facilities provided by the Naval Sea Systems Command to the Contractor at the same plant or general location (including the facilities to be furnished hereunder) does not exceed $50,000, such facilities shall be provided to the Contractor as Government Property subject to and in accordance with the clause entitled “GOVERNMENT PROPERTY” (FAR 52.245 1), unless there is in existence a facilities management contract at the same plant or general location.

(2)  In the event there is in existence a facilities management contract effective at the same plant or general location, the facilities provided hereunder shall be made subject to all the terms and conditions of the facilities management contract.

(d) In addition to those items of facilities identified in paragraph (b) above, the following items may be required for the complete performance of the work called for by this contract:

ADDITIONAL ITEMS OF FACILITIES

Accordingly, the right of the parties to agree upon such additional facilities during the term of performance of this contract is hereby expressly reserved.  The aggregate total value of facilities provided shall in no case exceed $50,000 at any one plant or general location.

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Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.219-1      SMALL BUSINESS PROGRAM REPRESENTATIONS (MAY 2004)

(a)(1) The North American Industry Classification System (NAICS) code for this acquisition is          (insert NAICS code).

(2) The small business size standard is          (insert size standard).

(3) The small business size standard for a concern which submits an offer in its own name, other than on a construction or service contract, but which proposes to furnish a product which it did not itself manufacture, is 500 employees.

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(b) Representations. (1) The offeror represents as part of its offer that it (  ) is, (  ) is not a small business concern.

(2) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents, for general statistical purposes, that it (  ) is, (  ) is not a small disadvantaged business concern as defined in 13 CFR 124.1002.

(3) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents as part of its offer that it (  ) is, (  ) is not a women-owned small business concern.

(4) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents as part of its offer that it (  ) is, (  ) is not a veteran-owned small business concern.

(5) (Complete only if the offeror represented itself as a veteran-owned small business concern in paragraph (b)(4) of this provision.) The offeror represents as part of its offer that it (  ) is, (  ) is not a service-disabled veteran-owned small business concern.

(6) (Complete only if the offeror represented itself as a small business concern in paragraph (b)(1) of this provision.) The offeror represents, as part of its offer, that—

(i) It (  ) is, (  ) is not a HUBZone small business concern listed, on the date of this representation, on the List of Qualified HUBZone Small Business Concerns maintained by the Small Business Administration, and no material change in ownership and control, principal office, or HUBZone employee percentage has occurred since it was certified by the Small Business Administration in accordance with 13 CFR part 126; and

(ii) It (  ) is, (  ) is not a joint venture that complies with the requirements of 13 CFR part 126, and the representation in paragraph (b)(6)(i) of this provision is accurate for the HUBZone small business concern or concerns that are participating in the joint venture. (The offeror shall enter the name or names of the HUBZone small business concern or concerns that are participating in the joint venture:                        .) Each HUBZone small business concern participating in the joint venture shall submit a separate signed copy of the HUBZone representation.

(c) Definitions.  As used in this provision—

Service-disabled veteran-owned small business concern—

(1) Means a small business concern—

(i) Not less than 51 percent of which is owned by one or more service-disabled veterans or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more service-disabled veterans; and

(ii) The management and daily business operations of which are controlled by one or more service-disabled veterans or, in the case of a service-disabled veteran with permanent and severe disability, the spouse or permanent caregiver of such veteran.

(2) Service-disabled veteran means a veteran, as defined in 38 U.S.C. 101(2), with a disability that is service-connected, as defined in 38 U.S.C. 101(16).

“Small business concern,” means a concern, including its affiliates, that is independently owned and operated, not dominant in the field of operation in which it is bidding on Government contracts, and qualified as a small business under the criteria in 13 CFR Part 121 and the size standard in paragraph (a) of this provision.

Veteran-owned small business concern means a small business concern—

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(1) Not less than 51 percent of which is owned by one or more veterans (as defined at 38 U.S.C. 101(2)) or, in the case of any publicly owned business, not less than 51 percent of the stock of which is owned by one or more veterans; and

(2) The management and daily business operations of which are controlled by one or more veterans.

“Women-owned small business concern,” means a small business concern —

(1) That is at least 51 percent owned by one or more women; in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more women; and

(2) Whose management and daily business operations are controlled by one or more women.

(d) Notice.

(1) If this solicitation is for supplies and has been set aside, in whole or in part, for small business concerns, then the clause in this solicitation providing notice of the set-aside contains restrictions on the source of the end items to be furnished.

(2) Under 15 U.S.C. 645(d), any person who misrepresents a firm’s status as a small, HUBZone small,  small disadvantaged, or women-owned small business concern in order to obtain a contract to be awarded under the preference programs established pursuant to section 8(a), 8(d), 9, or 15 of the Small Business Act or any other provision of Federal law that specifically references section 8(d) for a definition of program eligibility, shall—

(i) Be punished by imposition of fine, imprisonment, or both;

(ii) Be subject to administrative remedies, including suspension and debarment; and

(iii) Be ineligible for participation in programs conducted under the authority of the Act.

(End of provision)

CLAUSES INCORPORATED BY REFERENCE

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CLAUSES INCORPORATED BY FULL TEXT

252.235-7010     Acknowledgment of Support and Disclaimer.  (MAY 1995)

(a) The Contractor shall include an acknowledgment of the Government’s support in the publication of any material based on or developed under this contract, stated in the following terms: This material is based upon work supported by the [name of contracting agency(ies)] under Contract No. [Contracting agency(ies) contract number(s)].

(b) All material, except scientific articles or papers published in scientific journals, must, in addition to any notices or disclaimers by the Contractor, also contain the following disclaimer: Any opinions, findings and conclusions or recommendations expressed in this material are those of the author(s) and do not necessarily reflect the views of the [name of contracting agency(ies)].

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CLAUSES INCORPORATED BY REFERENCE

CLAUSES INCORPORATED BY FULL TEXT

52.252-2      CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

FAR at ▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇/  &  DFARS at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇.▇▇▇/▇▇/▇▇▇▇/▇▇▇▇▇.▇▇▇▇

(End of clause)

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52.215-21      REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA—MODIFICATIONS (OCT 1997)

(a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable—

(i) Identification of the law or  regulation  establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Information on modifications of contracts or subcontracts for commercial items. (A) If—

(1) The original contract or subcontract was granted an exception from cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or  regulation, or was a contract or subcontract for the  acquisition  of a commercial item; and

(2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the  acquisition  of a commercial item to a contract or subcontract for the  acquisition  of an item other than a commercial item.

(B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include—

(1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is  being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

(2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active  Federal  Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or  regulation , access does not extend to cost or profit information or other data relevant solely to the Contractor’s determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the requirement to submit cost or pricing data, the following applies:

(1) The Contractor shall submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408.

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As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

52.222-2      PAYMENT FOR OVERTIME PREMIUMS (JUL 1990)

(a) The use of overtime is authorized under this contract if the overtime premium cost does not exceed ZERO or the overtime premium is paid for work —

(1) Necessary to cope with emergencies such as those resulting from accidents, natural disasters, breakdowns of production equipment, or occasional production bottlenecks of a sporadic nature;

(2) By indirect-labor employees such as those performing duties in connection with administration, protection, transportation, maintenance, standby plant protection, operation of utilities, or accounting;