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Subcontract Agreement

Subcontract Agreement Between

ICI Services Corporation

A Commonwealth of Virginia CorporationWith offices at

500 Viking DriveVirginia Beach, VA 23452

Phone: (757) 340-6970

And

Click here to enter text.

Subcontract Number:

Subcontract Type:

Placed Under U.S. Government Prime Contract No.

Period of Performance including options exercised

Estimated Subcontract Ceiling Value

Subcontract Funding Limitation Funding to be specified by each task order.

Payment Terms 5 Days after ICI’s receipt of payment from the Customer

ICI Subcontract Administrator Lynda L. Badran

ICI Technical POC/Manager

Program Name

Defense Priorities & Allocations System (DPAS) Priority Rating

Security Classification

Subcontractor Business Size

1 of 45ICI Services Corporation Proprietary Information Form 415 – March 2010

Introduction and Signature Page

This Subcontract Agreement, effective Click here to enter a date. is made between ICI Services Corporation located at 500 Viking Drive, Suite 400, Virginia Beach, VA 23452, hereafter referred to as ICI.

And

Click here to enter text. having offices at Click here to enter text., hereafter referred to as the “Subcontractor” (collectively, “the Parties”). The effort to be performed by the Subcontractor under this Subcontract Agreement will be part of ICI’s contract that has been awarded by the Click here to enter a date. In consideration of the mutual promises, covenants, and agreements set forth here, the Parties agree that the Subcontractor shall perform services, defined in Section C (Statement of Work) for the cost/price set forth in Section B.

The Subcontractor agrees that all work shall be accomplished in strict accordance with such Subcontract documents, technical requirements, and terms and conditions set forth herein. The Subcontractor agrees to be bound by the Subcontract Terms and Conditions contained herein. No changes to this Subcontract shall be binding on ICI unless incorporated in a written modification to the Subcontract and signed by an authorized ICI Representative.

This Subcontract Agreement consists of the cover page, this signature page, and the following sections marked with an X. This Subcontract Agreement may be referred to in this document as "Agreement," "Contract," or "Subcontract."

X Section A–Definitions X Section G–Subcontract Administration DataX Section B–Supplies, Services, Prices, and Costs X Section H–Special Contract Requirements

X Section C–Statement of Work, Description, and Specifications

X Section I–General Subcontract Clauses (FAR and DFAR and NAVSEA Clauses by Reference)

X Section D–Packaging and Marking X Section J–List of AttachmentsX Section E–Inspection, Quality Assurance,

Acceptance, and WarrantyX Section K–Representations, Certifications, and Other

Statements of OfferorX Section F–Deliveries and Performance X Attachments

This Subcontract Agreement, with its Attachments, constitutes the entire Agreement between the Parties. It supersedes all prior understandings, written or oral, between the Parties with respect to the subject matter hereof and is not the result of any representations, statements, or agreements other than those expressed here. The Subcontract Agreement shall not be changed except by an instrument in writing of a later date that has been duly executed by authorized representatives of both Parties. The laws of the Commonwealth of Virginia shall govern the validity, construction, scope, and performance of this Subcontract Agreement. By signing this contractual agreement the Offeror certifies, to the best of its knowledge and belief, that the Offeror is not presently debarred, suspended, proposed for debarment, or declared ineligible for the award of contracts by any Federal agency and meets all the certification requirements of FAR 52.209-5.

In witness whereof, the Parties hereto have, through duly authorized officials, accepted and signed this Subcontract Agreement based on the terms, conditions, and provisions contained here, as of the dates set forth below.

ICI Services Corporation Click here to enter text.

By: By: Signature Date Signature Date __________

Click here to enter text. Click here to enter text.

____________________


Title Title


Section A–Definitions

A-1. Definitions

Throughout this document, the terms are defined as follows:

“Agreement” and “Subcontract” mean this executed Subcontract Agreement between ICI and the Subcontractor, including all documents and modifications forming a part of this Subcontract.

“Subcontractor” means the company providing the supplies and services outlined here.

“Prime Contract” means the Government Prime Contract awarded to ICI, or a subcontract awarded by another company and under which ICI is a subcontractor.

“Party” refers to either ICI or it subcontractor. “Parties” refers to ICI and the subcontractor collectively.

“Client” means ICI’s customer.

“Contracting Officer” means the person having cognizance of the Prime Contract or any officer or civilian employee of the Government who is properly designated as the Contracting Officer. Except as otherwise specified in this Agreement, the term includes any authorized representative of such Contracting Officer acting within the limits of his/her authority.

“FAR” means Federal Acquisition Regulations.

Subcontract Administrator means ICI’s designated Subcontract Administrator.

GFE means Government-Furnished Equipment and includes Contractor Acquired Property (CAP) or Government-Furnished Information (GFI).

A-2. Order of Precedence

Any inconsistency between any of the provisions of this Agreement shall be resolved by giving precedence to the provisions in the following order:

1. Cover page and Sections A, B, and D through H of this Agreement 2. Section I 3. Statement of Work (Section C)4. All other Sections and Attachments5. Task Orders issued hereunder

A-3. Interpretation of Agreement

The Subcontractor shall exercise due diligence to discover and promptly bring to ICI’s attention any ambiguities, discrepancies, inconsistencies, or conflicts in or between the provisions contained here. These anomalies shall be resolved by applying the Order of Precedence clause.

A-4. Reserved


Section B–Supplies, Services, Prices, and Costs

B-1. Statement of Requirements

The Subcontractor shall provide the necessary facilities, materials, and personnel to perform the work identified in the Statement of Work, Description, and Specifications (Section C and Attachment A, if applicable) and any applicable Task Order.

1. For Subcontractor Site work, the Subcontractor is expected to furnish all typical supplies and services routinely required in the industry for the same or similar work. The cost of acquisition of General Purpose Office Equipment (GPOE) and Information Technology (IT) shall not be allowable as direct charges to this contract. The Subcontractor is expected to have the necessary facilities to perform the requirements of this contract, including any necessary GPOE and IT. GPOE means equipment normally found in a business office such as desks, chairs, typewriters, calculators, file cabinets, supplies, services, and normal copying and reproduction costs etc. IT means any equipment or interconnected system or subsystem of equipment that is used in the automatic acquisition, storage, manipulation, movement, control, display, switching, interchange, transmission, or reception of data or information. IT includes computers, ancillary equipment, software, firmware and similar products, services (including support services), and related resources.

2. For Customer/ICI Site work, the Customer will furnish office space, and associated furniture and equipment. Personnel are expected to be otherwise prepared to work. Cell phones, pagers, personal digital assistants, etc. are not to be considered Other Direct Cost (ODC) items chargeable to the contract.

B-2. Type of Subcontract

This Subcontract is a Click here to enter text. type of Subcontract Agreement which are defined in FAR 16.5 to establish the terms and conditions where ICI will, through the issuing of separate Task Orders, contract for technical and business support services to satisfy ICI’s Customer requirements. Task Orders may be issued as defined under FAR 16, whereby the Subcontractor is reimbursed according to the contract type specified under each Task Order. These types may be Firm-Fixed-Price, Cost-Type, or Time-and-Materials on the basis of direct labor hours at specified fixed hourly rates as found in Attachment A. These rates shall include wages, overhead, general and administrative expense, and profit plus materials at cost.

Subcontractor’s fixed fee for any Cost plus Fixed Fee Task Order shall be determined at the Task Order level.

B-3. Subcontract Value and Prices

The value for the services to be provided by the Subcontractor will be specified in each Task Order. The ceiling value represents the total value of the Subcontract and/or Task Orders that may be awarded to the Subcontractor for the duration of the Agreement. This clause in no way obligates ICI to award Task Orders under this Agreement or to award Task Orders valued at the ceiling value. Delivery or performance shall be made or executed only as authorized by individually issued Task Orders. The Subcontractor shall not exceed the value of each Task Order under this Agreement.

B-4. Authorized Funding

The authorized funding for this Agreement, including Travel and ODCs, will be specified with each Task Order. ICI will not pay the Subcontractor any amount(s) greater than the funding limitations specified in the individual Task Order.

For Cost-Plus, Fixed-Unit-Price, and Time-and-Materials Task Orders, the Subcontractor shall notify ICI’s Subcontract Administrator, in writing, sixty (60) days in advance if the Subcontractor believes that the costs/fees that will become due to the Subcontractor under each Task Order, when added to all other costs/fees previously accrued, will exceed seventy-five percent (75%) of the authorized funding. As part of the notification, the Subcontractor shall include an estimate of additional funds required (if applicable) and include labor category and number of hours, travel, and ODCs.


B-5. Ordering

Any supplies and services to be furnished under this Agreement shall be ordered by issuance of Task Orders by the ICI Subcontract Administrator. ICI is under no obligation to issue any Task Orders hereunder. Attachment C contains sample formats for various Task Order types.

1. The Subcontractor will acknowledge Task Orders in writing within five (5) working days of receipt. If the Subcontractor fails to acknowledge the Task Order within that time, the Task Order will be considered binding on the Subcontractor.

2. ICI is not obligated to pay the Subcontractor any amount in excess of the value of each Task Order. The Subcontractor shall be required to complete the services, funded as agreed to under each Task Order unless otherwise specified in the Task Order. The Subcontractor shall use its best efforts to perform the work within said limitations. If at any time during the performance of the Task Order, the Subcontractor has reason to believe that the total cost specified in each Task Order will be insufficient to complete it, the Subcontractor shall notify the ICI Subcontract Administrator immediately, explaining the reason(s) for such cost increase, presenting a revised estimate, and providing supporting cost justification. The total estimated cost or price indicated in each Task Order issued hereunder shall not be exceeded without the ICI’s Subcontract Administrator’s prior written approval.

3. ICI has the option of issuing Task Orders for two types of services: Level of Effort and End Item. Task Orders may be solicited competitively.

In Level-of-Effort Task Orders, ICI stipulates the labor categories and hours. The Subcontractor agrees that ICI may unilaterally reduce the Level-of-Effort Task Order without penalty or breach of this Agreement so long as ICI provides written notice forty-eight (48) hours before such a reduction.

In End-Item Task Orders, the Subcontractor is requested to propose labor categories, hours, and any ODCs. ICI reserves the right to negotiate or reject any such proposal or to accept the proposal as submitted.

The Subcontractor's proposal will constitute a firm offer to do the work requested and will include the following elements:

a. Performance schedule [including milestones and/or interim deliveries mapped to the Work Breakdown Structure (WBS)]b. Costs by WBS by monthc. Labor costs broken down by labor category by WBS by monthd. ODCs broken down by WBS by monthe. Total estimated amount of the Task Order

4. No obligated funds shall be moved between Task Orders or costs elements where ceilings have been established, except as required by other provisions of this Agreement. ICI is not obligated to reimburse the Subcontractor for costs incurred in excess of the established funded ceilings.

5. All Task Orders are subject to the terms and conditions of this Agreement. In the event of conflict between Task Orders and this Agreement, this Agreement shall take precedence.

B-6. Subcontractor Personnel and Status

This section describes personnel-related requirements and restrictions.

1. ICI has the right to approve or disapprove the assessment of subcontractor personnel under this Subcontract. When requested resumes will be submitted by the Subcontractor and accepted by ICI before the individual may begin working. Subcontractor personnel under this Agreement must, at a minimum, meet the labor category requirements included in each individual Task Order. If the Government or ICI determines that Subcontractor personnel assigned under this Agreement do not satisfy the labor category requirements of this Agreement or any Task Order issued, the Subcontractor shall not bill ICI for any and all costs associated with said identified personnel. In the event that the performance of assigned Subcontractor personnel or any substitute(s) is determined by ICI to be unsatisfactory at any time during the performance of any Task Order issued, ICI reserves the right to request and receive a satisfactory personnel replacement within ten (10) calendar days of written notification. Resumes must be submitted and accepted for all replacement personnel. These replacement personnel must meet (1) the same minimum qualifications as specified in the contract labor category


descriptions, (2) additional specialized or specific experience requirements, and (3) any applicable security requirements.

2. The Subcontractor shall not voluntarily remove or replace any personnel designated as Key Personnel, for any issued Task Orders, without the advance written concurrence of the ICI Subcontract Administrator. Notification shall be made to the ICI Subcontract Administrator no less than thirty (30) calendar days in advance of any proposed substitution and shall include justification including resume(s) and labor category of proposed substitution(s) presented in enough detail to permit evaluation of the impact on performance. Requests for approval of changes hereunder shall be written, and shall provide a detailed explanation of the circumstances necessitating the proposed change. Requests shall be submitted when the need is identified, and not when submitting a quote for an individual Task Order. The Subcontract Administrator will evaluate such requests and promptly notify the Subcontractor in writing of the approval or disapproval of the request. The request shall also contain, for each individual:a. The current actual hourly rate including appropriate burden. However, ICI shall reserve the right to require the Subcontractor to submit directly to the Government, the current actual hourly rate, with appropriate burden indicated separately;

b. A completed resume in the same detail as the original Task Order proposal; and c. Any other information requested by the Subcontract Administrator in order to reach a decision.

If the Subcontractor uses any personnel under Key Personnel categories in performing the effort who are not currently authorized, the Subcontractor shall bear total risk if the ICI Subcontract Administrator subsequently disapproves any individual.

3. The Subcontractor’s association with ICI is that of an independent contractor; and both the Subcontractor and ICI disclaim any desire or intention to create an employer-employee relationship between ICI and the Subcontractor’s employees. No employee of the Subcontractor shall have any entitlement to benefits provided by ICI to its own employees. In addition, this Subcontract shall not constitute, give effect to, or otherwise imply a joint venture, partnership, or business organization of any kind. The Subcontractor is an independent party and is not an agent of ICI for any purpose.

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

B-7. Taxes

The prices of the supplies and services shall include all applicable Federal, state, and local taxes.


Section C– Statement of Work, Description, and Specifications

C-1. Statement of Work for Indefinite Delivery/Indefinite Quantity (IDIQ) Subcontracts

Services shall be performed according to the specific Statement of Work included in each individual Task Order. The specific Statement of Work will detail efforts that fall within the scope of the basic Subcontract’s Statement of work. As an independent contractor and not an agent, servant, or employee of ICI and as the user of special knowledge and techniques possessed by and available to the Subcontractor, said Subcontractor shall furnish all labor, equipment, facilities, services, and materials (except as set forth here later to be provided by the Government or ICI) to perform this Subcontract.

C-2. Personnel Qualifications

This section provides more information about personnel qualifications, defines acceptable standards of work quality, and discusses the applicability of job functions.

1. Qualifications. The Subcontractor shall provide personnel having the minimum levels of professional/technical experience and education specified for each Task Order. Specialized experience may be required for certain areas indicated in the Statement of Work. In addition, Key Personnel are subject to the terms of Section B-6, Subcontractor Personnel and Status.

2. Work Quality. Unless otherwise specified in this Agreement, the quality of all services rendered hereunder shall conform to the highest standards in the relevant profession, trade, or field of endeavor. All services shall be rendered by individuals fully qualified in the relevant profession, trade, or field and holding any licenses required by law.

3. Job Functions. The functions to be performed by personnel shall reasonably correspond to the title of the labor category under which they are performing.

C-3. Access to ICI/Government Site

Subcontractor personnel shall comply with all current badging and security procedures required to access any ICI/Government site. The Subcontractor shall remove from the ICI/Government site any individual whose presence is deemed by the ICI/Government to be contrary to the public interest or inconsistent with the best interests of national security.

C-4. English-Language Documentation

All Subcontractor-prepared material to be furnished under this Subcontract shall be written in the English language, and all measurements shall be in the English linear measure and statistical weight systems unless specifically stated in any Task Order.

C-5 LEVEL OF EFFORT Click here to enter text. (i.e., NAVSEA 5252.216-9122) (DEC 2000)

The following is applicable to Cost-Plus type Task Orders:

a) The Subcontractor agrees to provide the total level of effort specified in awarded Task Orders. The total level of effort for the performance of this Subcontract shall be specified in awarded Task Orders and includes the total man-hours of direct labor, including subcontractor direct labor for those subcontractors specifically identified in the Subcontractor’s proposal as having hours included in the proposed level of effort.

b) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this Subcontract 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, or other time and effort which does not have a specific and direct contribution to the tasks described.


c) It is understood and agreed that the rate of man-hour expenditure 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.

d) If, during the term hereof, the Subcontractor 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 Subcontractor shall notify the Subcontract Administrator 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 Subcontract 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 Subcontract Administrator, shall constitute a binding contract. The Subcontractor shall not accelerate any effort until receipt of such written approval by the Subcontract Administrator. Any agreement to accelerate will be formalized by Subcontract modification.

e) The Subcontract Administrator may, by written order, direct the Subcontractor 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 Subcontractor shall acknowledge this order within five days of receipt.

f) If the total level of effort specified in paragraph (a) above is not provided by the Subcontractor during the period of this Subcontract, the Subcontract Administrator, at its sole discretion, shall either (i) reduce the fee of this Subcontract as follows:

Fee Reduction = Fee (Required LOE – Expended LOE) Required LOE

or (ii) subject to the provisions of the clause of this Subcontract entitled “LIMITATION OF COST”

(FAR 52.232-20) or “LIMITATION OF COST (FACILITIES)” (FAR 52.232-21), if applicable, require the Subcontractor 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 Subcontract.

g) The Subcontractor shall provide and maintain an accounting system, acceptable to the Subcontract Administrator 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 Subcontract. The Subcontractor shall indicate on each invoice the total level of effort claimed during the period covered by the invoice.

h) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Subcontractor shall submit the following information in writing to the Subcontract Administrator 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 Subcontractor’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 Subcontractor shall submit, in addition, in the case of a cost under run: (5) the amount by which the estimated cost of this Subcontract may be reduced to recover excess funds; and, in the case of an under run in hours specified as the total level of effort, (6) a calculation of the appropriate fee reduction in accordance with this clause. All submissions shall include Subcontractor information.

i) Notwithstanding any of the provisions in the above paragraphs, the Subcontractor 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.

C-6 Data Deliverables


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


Section D–Packaging and Marking

D-1. Packaging and Marking of Unclassified Data

a) There are no packaging or marking requirements for the services to be ordered under the Task Orders. All requirements for packaging and marking of supplies or documents associated with the services shall be packaged, packed and marked in accordance with the provisions set forth below unless otherwise indicated in the Task Order.

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

c) 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 January 1995.

d) Preservation, packing, packaging and marking for shipment of all items ordered hereunder shall be in accordance with best commercial practice and adequate to insure both acceptance by common carrier and safe transportation at the most economical rate(s).

D-2 Marking of Reports Click here to enter text. (i.e., NAVSEA) (SEP 1990)

All reports delivered under this Subcontract shall prominently show on the cover of the report:

(1) – name and business address of the Subcontractor(2) – contract number(3) – Task Order Number(4) – sponsor:

(Name of Individual Sponsor) (Name of Requiring Activity) (City and State)

D-3 Reserved

D-4 Prohibited Packing Materials

The use of asbestos, excelsior, newspaper or shredded paper (all types including waxed paper, computer paper and similar hygroscopic or non-neutral material) is prohibited. In addition, loose fill polystyrene is prohibited for shipboard use.

D-5 Packing List

A packing list or other suitable shipping document shall accompany each shipment and shall indicate:

(1) Name and address of consignor; (2) Name and complete address of consignee; (3) ICI order or requisition number; (4) Bill of lading number covering the shipment (if any); and (5) Description of the material shipped, including item number, quantity, number of containers, and package

number (if any).

D-6 Security Classification

Security requirements in the performance of this Subcontract shall be maintained in accordance with FAR 52.204-2 and will be applicable at the Task Order level. This Subcontract document is not classified.


D-7 Security Requirements

a) All classified Delivery Orders will require a facility security clearance issued by the Defense Security Service (DSS).

b) Subcontractor personnel shall be required to have a security clearance at the level required for each specific Delivery Order.

c) The security classification and guidance of classified Delivery Orders will be specified in the Contract Security Classification Specification DD Form 254, to be provided when required at Task Order level.

d) Unclassified Delivery Orders do not require a facility clearance issued by DSS, nor a DD Form 254.

f) The work to be performed under this contract may involve access to, handling of, and generation of classified material. The Contractor shall appoint a Security Officer, who shall (1) be responsible for all security aspects of the work performed under this contract, (2) assure compliance with all DoD and U.S. Navy regulations regarding security, and (3) assure compliance with any written instructions from the Security Officers of the activity issuing task orders under this contract. Specific security requirements applicable to the work to be performed under each task order will be identified in the individual task orders. When applicable, a DD Form 254 will be prepared by the ordering activity and issued with the task order.

D-8 Ordering Procedures For Click here to enter text. (i.e., NAVY MARINE CORPS INTRANET (NMCI) SERVICES (NAVSEA 5252.237-9500)

a) Orders issued under this Support Services contract may require the use of and/or access to Department of Navy (DoN) Information Technology (IT) Resources by Subcontractor personnel for contract performance. Applicable DoN IT Resources for performance of this Subcontract shall be procured from the NMCI Subcontract Pursuant to the authority of NMCI Contract #N00024-00-D-6000 Clause 5.2 “Ordering.”

b) The Support Services Subcontractor shall obtain written authorization from the ICI Subcontract Administrator executing this Subcontract, prior to ordering directly from the NMCI Contractor. No NMCI Order may be placed without the prior written authorization of the Subcontract Administrator. Any NMCI Ordering exceeding the written authorization of the Subcontract Administrator shall be treated as an unallowable Cost pursuant to FAR Part 31.


Section E–Inspection, Quality Assurance, Acceptance, and Warranty

E-1. Applicable FAR Clauses

The following FAR clauses are hereby made a part of this Agreement by reference. In this clause, the term “Contractor” shall mean Subcontractor, and the term “Government” shall mean ICI.

FAR (48 CFR Chapter 1)

FAR 52.246-2 (AUG1996) Inspection of Supplies–Fixed-Price

FAR 52.246-3 (MAY2001), Inspection of Supplies–Cost-Reimbursement

FAR 52.246-4 (AUG1996), Inspection of Services–Fixed-Price

FAR 52.246-5 (APR1984), Inspection of Services–Cost-Reimbursement

FAR 52.246-6 (MAY2001), Inspection of Time-and-Materials and Labor-Hours

DFAR 252.246-7000 (MAR2003), Material Inspection and Receiving Report

E-2. InspectionICI reserves the right to conduct inspections either before or after delivery. The basis for acceptance of deliverables shall be in accordance/compliance with the requirements and specifications noted in this Section or as specified in each Task Order. The Parties recognize that the supplies and services to be provided by the Subcontractor may form part of the deliverables, which ICI may furnish to its Customer. In such cases, any supplies or services provided by the Subcontractor shall be deemed accepted after ICI’s deliverables containing the Subcontractor’s supplies and services are accepted by ICI’s Customer.

Subcontractor shall permit ICI/Government and/or designated representative access at any reasonable time to records, data, and facilities used in performance of the contemplated services.

ICI reserves the right to inspect technical data and reports relative to Task Orders under this Subcontract agreement.

If the ICI Customer’s inspection determines that there are omissions, errors, or deficiencies, the Subcontractor will be required to correct or modify the deliverables as necessary and at no cost to ICI to ensure that the deliverables become acceptable. Such corrections will be made within the period of time specified by ICI.

E-3. Quality Assurance

The supplies and services being procured shall be developed according to this Agreement and the applicable Task Order’s Statement of Work.

Items for which no standards are stated shall be developed according to best commercial practices. Best commercial practices are defined as those standards/practices normally used and accepted by industry, which will ensure that the quality, reliability, and integrity of the item being procured will not be degraded for its intended use.

E-4. Acceptance

Acceptance constitutes acknowledgment that the supplies or services conform to applicable contract quality, and quantity requirements as referenced in FAR 46.5.

E-5. Warranty

As used in this Agreement, the term “Warranty” means a promise or affirmation given by the Subcontractor to ICI regarding the nature, usefulness, or condition of the supplies or performance of service furnished under this Agreement as referenced in FAR 46.7.


Section F–Deliveries and Performance

F-1. Delivery of Supplies/Services

The Subcontractor administrator shall deliver to the ICI Subcontract Administrator, and the ICI technical POC designated on the Task Order, all reports or other deliverables as may be specified in the Statement of Work here and/or in individual Task Orders, within the timeframes specified.

F-2. Reserved

F-3. Option to Extend the Term of the SubcontractThe periods of performance of this Agreement may be unilaterally extended at ICI’s discretion and at the rates set forth in this Agreement by giving written notice to the Subcontractor that ICI is exercising an Option Period.

F-4. Place(s) of Performance

All work performed under this Agreement shall be at the work location specified in each Task Order.

F-5. Reports

The Subcontractor shall deliver a monthly progress or status report according to the requirements set forth in each Task Order.

F-6. Notice to ICI of Delay

If the Subcontractor (1) encounters difficulty in meeting performance requirements, (2) anticipates difficulty in complying with the Subcontract delivery schedule or completion date, or (3) has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Subcontract or any of its Task Orders, the Subcontractor shall immediately notify ICI’s Subcontract Technical Monitor and the ICI Subcontract Administrator in writing,

This written notice must explain the anticipated delay and provide any supporting rationale and associated cost impact, if applicable (see Section B-6.2). The notice shall be delivered no later than thirty (30) days after the Subcontractor learns of the condition creating the anticipated delay. However, ICI will consider this data as informational only, and this provision shall not be construed as a waiver by ICI and/or the Government of any delivery schedule or date or any rights or remedies provided by law or under this Agreement.


Section G–Subcontract Administration Data

G-1. Subcontract Administration

This section contains details related to administering this Agreement.

1. The names and addresses of ICI’s Subcontract Administrator and Technical Monitor for this Agreement shall be

ICI Subcontract Administrator:Lynda L. BadranICI Services500 Viking Drive, Suite 400Virginia Beach, VA 23452

ICI Program Manager:Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.

2. The names and addresses of the Subcontractor’s Contract Administrator and Program Manager for this Agreement shall be

Subcontractor’s Contract Administrator:Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.

Subcontractor’s Program Manager:Click here to enter text.Click here to enter text.Click here to enter text.Click here to enter text.

G-2. Invoice InstructionsInvoice Instructions will be provided in the task order agreement based on the task order type. A sample task order is provided in Attachment C. Invoices will be submitted electronically to [email protected].

G-3. Final Invoice

The Subcontractor shall ensure that the final invoice is clearly marked as a FINAL Invoice and shall be delivered to Accounts Payable as stated in the Task Order. If ICI does not receive a final invoice within forty-five (45) after the completion of the work, except for Cost-Type Task Orders, ICI has the right to disallow said invoices. For Cost-Type Task Orders, ICI has the right to disallow invoices if the final invoice is not received within sixty (60) days after the Government approves the Subcontractor’s final indirect rates.

G-4. PaymentPayment for all Task Orders will be made according to the terms contained in the Task Order issued under this Agreement. In general, payment terms shall be within 5 days after ICI has received payment from the Government.

Notwithstanding any other provision of this Agreement, ICI shall be obligated to make payments to the Subcontractor only to the extent that ICI is legally entitled to recover the items for which payment is made as allowable costs under the Prime Contract.


G-5. Reserved

G-6. Subcontracting Authority

The ICI Subcontract Administrator named in this Agreement, or such other person(s) as may be designated in writing, is authorized to conduct business, negotiate, award, modify. and otherwise administer this Agreement on behalf of ICI.

G-7. Technical Surveillance

The performance of the work required under this Agreement shall be subject to the technical surveillance of ICI’s Technical Manager, as noted on the signature page of this Agreement, or such other person(s) as may be designated in writing by the ICI Subcontract Administrator.

The ICI Technical Manager is not authorized to change any of the terms and conditions of the Agreement or any Task Order. Changes to the scope of work will be made only by the ICI Subcontract Administrator and will be done by modifying this Agreement or any of its Task Orders.

G-8. Overtime

For Time-and-Materials and Cost-Type Task Orders, overtime is defined as work in excess of eight (8) hours per day or forty (40) hours per week. Any overtime to be authorized will be identified in the individual Task Orders issued under this Agreement. The ICI Subcontract Administrator must approve, in writing and in advance, any overtime that is not identified in the Task Order. If authorized, the Subcontractor shall be paid at the hourly rate established under the Agreement and/or any Task Order.

G-9. Closing Out the Subcontract Agreement or Task Orders

This requirement is in accordance with FAR 4.804, Closeout of Contract Files. For purposes of this clause, the word “Contract” shall be replaced with the word “Subcontract.”

This Agreement is considered to be physically completed when (1) the Subcontractor has delivered, performed, and completed all the required deliveries, supplies, and/or services specified in the terms of the Agreement and (2) ICI has inspected and accepted the deliveries, supplies, and/or services. The Subcontractor may be required to perform Closeouts of individual Task Order(s) or the Agreement as a whole on request from ICI.

After receiving notice of ICI’s acceptance of the deliveries, supplies, and/or services (Task Orders or the Agreement’s physical completion) or upon written request by ICI, the Subcontractor shall complete the Closeout documentation provided by ICI and provide a copy of its final invoice previously submitted, as described in Section G-3. Failure of the Subcontractor to provide Closeout documentation and a final invoice within the specified time will cause any and all additional claims for payment to be relinquished. This clause does not relieve the Subcontractor’s responsibility to provide ICI any Refunds, Rebates, Credits, and other amounts that may come due from Government audits or any other means.

As part of the negotiated fixed price or total estimated amount of this contract, both parties 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 contact 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. 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.

If the Subcontractor is waiting for Government approval of its final indirect rates used under this Agreement, ICI may ask the Subcontractor to perform a quick closeout in accordance with FAR 42.708, Quick-Closeout Procedure. In accordance with FAR 42.708, the Subcontractor, in turn, may request a quick closeout in writing before a


determination of final indirect rates. It is at ICI’s sole discretion to authorize the Subcontractor’s quick-closeout request.

During the term of this Agreement and until the Closeout of the Task Orders or the Agreement’s physical completion in accordance with FAR 4.804, Closeout of Contract Files, the Subcontractor will inform ICI in writing of any changes to the Subcontractor's name, address, and point-of-contact information listed in Section G-1. In the event that the Subcontractor does not inform ICI of any changes to its name, address, and point of contact, the Subcontractor agrees to relinquish any and all additional claims for payment. This clause does not relieve the Subcontractor’s responsibility to provide ICI any Refunds, Rebates, Credits, and other amounts that may come due from Government audits or any other means.

G-10. Holidays and Billable Time

This section delineates Government and ICI holidays and defines billable hours/time.

1. Unless stated in individual Task Orders, authorized holidays for Subcontractor personnel performing work at a Government site shall correspond with Government holidays. Regular Government holidays are as follows:

New Year's Day

Martin Luther King, Jr., Birthday

President's Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Veteran's Day

Thanksgiving Day

Christmas Day

2. Unless stated in individual Task Orders, authorized holidays for Subcontractor personnel performing work at ICI’s site shall correspond with ICI holidays. Regular ICI holidays are as follows:

New Year's Day

Martin Luther King, Jr., Birthday

President's Day

Memorial Day

Independence Day

Labor Day

Columbus Day

Veteran's Day

Thanksgiving Day

Christmas Day

3. Billable hours consist of the number of normal work hours that services are actually performed. Billable hours do not include the number of work hours/days thata. Subcontractor personnel are not permitted to work because of lack of security clearance or proper

identification required under the terms of the Subcontract, even though such personnel might otherwise be available for work on those days.

b. Subcontractor personnel are not available for work.


c. Services were not performed or were not available because of security reasons, voluntary resignation, death, incapacity, illness, vacation, or removal by the Subcontractor of its personnel. Additionally, the Subcontractor shall not be paid for labor incurred by its personnel assigned to OCONUS Government installations when said Government installations are closed for holidays not recognized by the Subcontractor. These Subcontractor personnel shall not be required by the Government to work on such holidays.

d. Subcontractor personnel are detained after capture by hostile forces or persons as prisoners or hostages or otherwise; but this paragraph shall not prevent payment from being made pursuant to Chapter 12, title 42 of the U.S. Code Section 1701 through 1717 as amended.

e. Subcontractor personnel expend on travel time to and from a job assignment and travel time from and to a job assignment for leave or holidays.


Section H–Special Contract Requirements

H-1. Incorporation of Representations, Certifications, and Other Statements of Offeror

All Representations, Certifications, and other written statements made by the Subcontractor are hereby incorporated in Section I, the attachments listed in Section J, and Section K.

Subcontractors who are certified as Small Business will be re-evaluated at the conclusion of the Basic Ordering period and Award Term Periods. This review will take place prior to exercising award term options. Small Businesses will be required to re-certify their size status when purchased or merged with another Business. When a previously categorized Small Business has changed its size status through purchase or affiliation with another business, Small Business preferences will no longer be available to the firm. Furthermore, ICI reserves the right to cancel any Subcontract and/or Task Order as a result of such a size status change.

H-2. General Subcontract Clauses

This Agreement includes the General Subcontract Clauses listed in Section I, which are hereby incorporated into this Subcontract by reference with the same force and effect as if fully set forth here.

H-3. Reserved

H-4. Approval of Lower Tier Subcontractors

The Subcontractor is prohibited from subcontracting to other companies without the ICI Subcontract Administrator’s prior written approval.

H-5. Procurement Integrity

The Subcontractor acknowledges that it is familiar with and will comply with the requirements of Subsection 27(a) of the Office of Federal Procurement Policy Act (41 U.S.C. 423) (Procurement Integrity), as implemented in the FAR. The Subcontractor will report immediately to ICI any information concerning a violation or possible violation of Subsections 27(a), (b), (c), or (d) of such Act, as implemented in the FAR, pertaining to this procurement.

H-6. Public Releases/Communication

Except as required by law or regulation, no news releases shall be issued by the Subcontractor without prior written consent from the ICI Subcontract Administrator. These releases include photographs and films, public announcements (denial or confirmation), and advertising material concerned with the services performed or to be performed under this Agreement or the Task Orders.

H-7. Notices

All Notices are required to be given in writing and shall be hand delivered; sent by mail with return receipt requested; or transmitted by telex, facsimile, or e-mail. All Notices shall be effective upon receipt. All Notices shall be addressed to the ICI Subcontract Administrator at the address shown on the cover page of this Agreement. The Parties may change the address for Notices by sending notification in writing addressed to the other Party.

H-8. Conflict of Interest

To ensure the integrity of ICI's operations for the public, its Customers, and its shareholders, ICI requires the Subcontractor to avoid actual or potential conflicts between the interests of ICI and the interests of the Subcontractor or a third party. The Subcontractor is expected to disclose any actual or potential conflicts of interest for review by ICI.

The Subcontractor warrants that there is no conflict of interest with (1) other contractual commitments, including past and present commitments; (2) ICI personnel who could be considered stockholders, partners, owners, directors, creditors, related family members, or employee in any person, firm, or organization that is owned or associated by


the Subcontractor; or (3) any Party or Parties associated with the activities to be performed hereunder. The Subcontractor shall advise the ICI Subcontract Administrator if a conflict of interest arises with the Agreement or with a specific Task Order.

In addition, the Subcontractor shall adhere to the Prime Contract Conflict of Interest clause, wherever appropriate to make the incorporated clauses applicable to this Subcontract, references in the incorporated clauses to the "Government" or "Contracting Officer" shall mean "ICI" or "Subcontracts Administrator" respectively. Furthermore, wherever appropriate, references to "Contractor" and "Contract" in these clauses shall mean "Subcontractor" and "Subcontract" respectively, as follows:

Organizational Conflict of Interest Click here to enter text. (i.e., NAVSEA) (JUL 2000)NOTE: This clause will be invoked in different variations at the Task Order level. Notwithstanding other language in this contract that give this contract precedence when it conflicts with Task Orders, the Task Order version of the organizational conflict of interest clause, if any, shall take precedence.

(a)(1) “Organizational Conflict of Interest” means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person’s objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. “Person” as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(2) “Contractor” as used in this clause includes any affiliated, subcontractor, consultant or employee of the Contractor, as well as any joint venture involving the contractor, any entity into or with which it may subsequently merge or affiliate or any other successor or assignee of the Contractor. All references to the “Contractor” as contained in this clause shall apply with equal force to all of these included.

(3) “Contract” and “Task Order” shall be used as applicable to the level at which this clause is being invoked.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the Contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant Contract or on a present or future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interests of the Government, the right of the contractor to participate in future procurement of equipment and/or services that are the subject of any work under this Contract shall be limited as described below in accordance with the requirements of FAR 9.5.

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

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

(e)(1) The Contractor further agrees that, during the performance of this Task Order, and for a period of three years after completion of performance of this Task Order, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contract or subcontractor, any equipment or services that is the subject of the work to be performed under this Task Order.

(2) This exclusion does not apply to any re-competition for equipment or services furnished pursuant to this Task Order.

(3) As provided in FAR 9.505-2, notwithstanding the three-year bar set provided for in paragraph (e)(1), if the Government uses as a basis for the procurement of any equipment or services work statements or other acquisition


related documents growing out of the effort performed under this Task Order from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this Task Order or before the three year period following completion of this Task Order has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurements for equipment or services subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest; it shall make immediate and full disclosure in writing to the Order Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action that the contractor has taken or proposed to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Seaport/Task order Contracting Officer in making a determination on this matter. This notification requirement shall also apply to any release of information in contravention or paragraph (d). Notwithstanding this notification, the Government may terminate the contract/task order for the convenience of the Government if determined to be in the best interest of the Government.(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, of an organizational conflict of interest prior to the award of his contract or becomes, or should become, aware of an organization conflict of interest after award of this contract and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this contract for default.

(h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default.

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

(j) Nothing in the requirement is intended to prohibit or preclude the Contractor from marketing or selling to other program offices, PEOs or Government agencies its equipment or services if the requirement of the other program office, PEO or agency for the equipment or services is unrelated to any work performed under this Contract/Task Order. Additionally, this requirement shall not preclude a Contractor involved in preparing a statement of work pursuant to its development and design work on a piece of equipment from participating in a procurement for that equipment.

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

(l) The Contractor shall include this requirement in subcontracts of any tier which involve access to information or situations/conditions covered by the preceding paragraphs, substituting “subcontractor” for “contractor” where appropriate.

(m) The rights and remedies described herein shall not be exclusive, and are in addition to other rights and remedies provided by law, including those set forth at FAR Part 9.5, or elsewhere included in this contract.

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

H-9. Non-Solicitation of PersonnelDuring the term of this Agreement and for 90 days thereafter, the Subcontractor shall not directly solicit employees of ICI or ICI’s Client to undertake employment with it, its parent company, or any subsidiary company. Direct solicitation does not include advertisements in the general media. Furthermore, unless an individual was specifically encouraged to respond to such advertisements, there shall be no restrictions on the hiring of an individual so responding.

H-10. Approval Status of Subcontractor Financial SystemsIt is a material requirement of this Subcontract that the Subcontractor have an accounting system that can capture, and segregate costs by Subcontract. ICI has on file from Subcontractor a Subcontractor Systems Survey, and has identified that Subcontractor has approved systems that have been reviewed by authorized representatives of the U.S. Government and/or ICI, and that the result of those reviews deemed the systems adequate. Subcontractor must immediately notify the ICI Subcontracts Administrator should any changes occur to those systems and provide an action plan within ten (10) business days. Failure to notify ICI in a timely manner may result in termination of this


Subcontract at the sole discretion of ICI. Subcontractor is required to update Subcontractor Systems Survey upon request by ICI.

H-11. Reserved

H-12. Termination

Pursuant to the termination clause(s) incorporated in Section I (FAR and other Government Agency clauses), by reference, ICI may terminate the Subcontract or any Task Order hereunder in whole or in part if it determines that a termination is in its best interests, or if the Government exercises its termination-for-convenience rights under the Prime Contract. ICI may terminate this Agreement, or any individual Task Order by issuing the Subcontractor written notice of termination specifying the extent of termination and the effective date. In the event of termination, ICI shall be liable only for payment of costs incurred for services rendered before the effective date of termination.

H-13. Termination for Default

This section explains how ICI will handle termination for default.

1. Subject to the paragraphs below, ICI may, by written notice of default, terminate this Subcontract or any authorizing Task Orders in whole or in part if the Subcontractor fails to:

a. Deliver the supplies or perform the authorized services within the time specified in this Subcontract, Task Order, or any extensions thereto.

b. Make progress, so as to endanger performance of this Subcontract and/or authorized Task Orders.c. Perform any other of its obligations under this Subcontract and/or authorized Task Orders.d. Conduct its operations in the normal course of business (including inability to meet its obligations as they

mature); or becomes insolvent or makes a general assignment for the benefit of creditors; or if any proceedings are commenced by or against the Subcontractor under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, or liquidation law or statute; or if a trustee, receiver, liquidator, or conservator for the Subcontractor is applied for or appointed.

e. Notify ICI if it has a known conflict of interest. 2. ICI’s right to terminate this Subcontract and/or authorized Task Orders, pursuant to item a. above, may be

exercised if the Subcontractor does not cure such failure within ten (10) calendar days (or more if authorized in writing by ICI) after receipt of written notice from ICI specifying the failure.

3. If ICI terminates this Subcontract and/or any authorized Task Orders, in whole or in part, it may acquire, under the terms and in the manner ICI considers appropriate, supplies or services similar to those terminated. The Subcontractor will be liable to ICI for all excess costs for those supplies or services. However, the Subcontractor shall continue the work not terminated.

4. If this Subcontract or any authorized Task Order is terminated for default, ICI may require the Subcontractor to transfer title and deliver to ICI, as directed by ICI’s Subcontract Administrator, any (1) completed supplies; (2) partially completed supplies and materials, parts, tools, dies, jigs, fixtures, plans, drawings, and information; and (3) contract rights (collectively referred to as “manufacturing materials” in this clause) that the Subcontractor has specifically produced, configured, or acquired for the terminated portion of this Subcontract. At ICI’s direction, the Subcontractor shall also protect and preserve property in its possession in which ICI has a security interest.

5. ICI shall pay the Subcontract price for services performed and accepted. The Subcontractor and ICI shall agree on the amount of payment for manufacturing materials delivered and accepted and for the protection and preservation of the property. Failure to agree will be a dispute under the Disputes clause. ICI may withhold from these amounts a sum that ICI’s Subcontract Administrator determines to be necessary to protect ICI against loss or liability.

6. The rights and remedies of ICI in this clause are in addition to any other rights and remedies provided by law or under this Subcontract.


H-14. Disputes

This section defines how disputes will be handled.

1. If a decision on any question of fact or law arising under a Government Prime Contract is made by the Government’s Contracting Officer and if such question of fact or law is also related to this Agreement, said decision, if binding on ICI under the Prime Contract or higher tier Subcontract, shall in turn be binding on the Subcontractor insofar as it relates to this Agreement. If ICI (or the Prime Contractor if this is a lower tier Subcontract) elects to appeal such a decision pursuant to the Disputes clause in the Prime Contract, any decision on such an appeal with respect to such question of fact or law, if binding on ICI under the Prime Contract or higher tier Subcontract, shall in turn be binding on the Subcontractor insofar as it relates to this Agreement. If ICI (or the Prime Contractor) elects not to appeal such a decision pursuant to the Disputes clause in the Prime Contract, ICI shall promptly notify the Subcontractor and the Subcontractor may then exercise its rights under item 5 below.

2. If the Subcontractor is otherwise affected by any decision made by any representative of the Government on any question of fact or law arising under the Prime Contract that is also related to this Agreement, from which an appeal under the Disputes clause of the Prime Contract is not available, said decision, if binding on ICI under the Prime Contract or higher tier Subcontract, shall in turn be binding on the Subcontractor insofar as it relates to this Agreement. If ICI or the Prime Contractor elects to bring suit against the Government with respect to such decision, a final judgment in any such suit, if binding on ICI under the Prime Contract or higher tier Subcontract, shall in turn be binding on the Subcontractor insofar as the question decided relates to this Agreement. If ICI or the Prime Contractor elects not to bring suit against the Government with respect to such decision, ICI shall promptly notify the Subcontractor.

3. If ICI or the Subcontractor brings any such appeal or suit as allowed in items 1 and 2 above, the other Party, at its own expense, shall assist in the prosecution thereof in every reasonable manner and shall be afforded reasonable opportunity to participate in the prosecution thereof to the extent that such Party's interest may be affected.

4. If, as a result of any decision or judgment that is binding on the Subcontractor and ICI, as provided above, ICI or the Prime Contractor is unable to obtain payment from the Government under the Prime Contract for, or is required to refund or credit to the Government, any amount ICI has paid the Subcontractor, the Subcontractor shall, on demand, promptly repay such amount to ICI within thirty (30) days.

5. Any dispute arising under this Subcontract that is not covered by items 1 and 2 above and that is not settled by agreement of the Parties shall be decided by ICI. Such decision shall be reduced to writing and a copy shall be furnished to the Subcontractor. If the Subcontractor disagrees with ICI’s decision, it shall notify ICI within thirty (30) days after receipt of such copy. In the absence of such notice, such decision shall be final. If such notice is given by the Subcontractor, it may proceed to have the dispute settled through appropriate legal action. If the Subcontractor proceeds with litigation and, before trial, one or more of the questions of fact or law become the subject of a decision covered by items 1 or 2 above, such questions shall be determined in accordance with this clause, and the litigation shall be terminated as to such questions.

6. Pending any decision, appeal, or judgment referred to in items 1 or 2 above, the Subcontractor shall proceed diligently with performance of this Agreement, unless ICI specifies otherwise in writing.

7. The rights and obligations described in this clause shall survive completion and final payment of this Agreement.

H-15. Indemnity

Subcontractor agrees to indemnify, hold harmless, and defend ICI, its agents, employees, officers, directors, and Clients from any and all costs and expenses, including attorney's fees, that ICI may pay or become obligated to pay, on account of any, all, and every demand or claim, or assertion of liability arising, or alleged to have arisen, out of (1) Subcontractor's breach of any expressed or implied warranty; (2) Subcontractor's breach of contract; (3) the negligent or deliberate acts, acts and/or omissions of Subcontractor or its agents, employees, officers, or directors; (4) Subcontractor's failure to comply with the "truth in negotiations act"; (5) Subcontractor's or Subcontractor's Subcontractors' liabilities for unpaid wages and liquidated damages under the clause of this agreement entitled "contract work hours and safety standards act-over-time compensation"; (6) any and all actions or proceedings charging infringement of any patent, trademark, copyright, or mask work by reason of sale or use of any items or services furnished hereunder; or (7) bodily injury to or damage to property of any person, including Subcontractor's


or Subcontractor's Subcontractors' employees, arising out of performance of any work hereunder, including Subcontractor's use of ICI's and/or the ultimate Customer’s premises or equipment.

If the Subcontractor's liability shall arise by reason of the negligence of ICI or ICI's agents, employees, officers, and directors or by reason of specific compliance with detailed instruction of ICI, Subcontractor shall not be liable under the provisions of this clause except to the extent of Subcontractor's contributory negligence. ICI agrees to provide Subcontractor with timely notice of any potential claim covered by this clause and to provide reasonable assistance to Subcontractor in the defense and/or settlement of such claim.

Neither Party shall be liable for lost profits, loss of use, or interruption of business, nor for consequential, indirect, special, punitive, or incidental damages incurred by the other Party as a result of this agreement.

Price Reduction – Defective Cost: Seller and any of the Seller’s Subcontractors shall indemnify Buyer, defend and hold Buyer harmless against any resultant claim of defective pricing data submitted by Seller or Seller's Subcontractors if such data is found to be defective. The pricing data shall consist of but not be limited to Seller's Proposal, Seller's Subcontractors Proposal and or any pricing of adjustments.

H-16. Use of Electronic Communication Media

For the purpose of this article, “electronic communication media” include but are not limited to: email; the Internet/WWW; ICI and customer intranets; electronic portals; facsimile; telephone; cell phone; voice mail; and other ICI or customer-supported computing and communication resources for access to and use of internal and/or external host resources and public networks, as well as storage media.

The Subcontractor agrees that all ICI- or Customer-owned, -leased, or -sponsored electronic communication media, as well as the supporting systems and all data stored or transmitted on them, will be used or viewed by Subcontractor personnel in a professional and responsible manner, with proper security measures, for the performance of this Agreement only. The Subcontractor further agrees that it and its personnel will not: use electronic communication media to send, peruse, store, transmit, or further distribute information, whether audio, visual, or verbal, that may be considered offensive or disruptive; disclose without authorization any ICI, ICI Client, or ICI business partner proprietary or confidential information via electronic communication media; place in or transfer over electronic communication media any U.S. Government restricted data or classified information; and/or disrupt software or system performance or intentionally develop, produce, transmit, introduce, or forward computer viruses or any other processes that are designed to interrupt or otherwise have a negative impact on electronic communication media.

The Subcontractor and its personnel acknowledge that neither it nor they have any expectation of electronic communication media privacy when given access to or use of the above-described electronic communication media. ICI reserves the right to monitor electronic communications media at any time, as well as the right to retrieve, read, copy, download, and save any information composed, sent, received, or stored in or over electronic communications media.

In an effort to protect the internal ICI network, Subcontractor Laptops or personal computers that use Windows 95, Windows 98, or Windows NT operating systems are not allowed to be connected to any ICI network.

H-17. Network Security

The Subcontractor and its personnel acknowledge that ICI’s computer software and information processing facilities are vulnerable to the introduction of malicious software known as Malware, which includes computer viruses, network worms, and Trojan horses. Users must be made aware of the dangers of unauthorized or malicious software; and managers should, where appropriate, introduce special controls to detect or prevent its introduction. Precautions must be taken to detect and prevent computer viruses on personal computers. The Subcontractor will have antivirus software on all devices connecting to the ICI network unless the Subcontractor has been given an explicit written exemption from ICI’s Subcontract Administrator.

For the purpose of this article, Malware, including virus, worms, and Trojan horses, is defined as follows:

A Virus is a piece of programming code, usually disguised as something else that causes unexpected and usually undesirable events. A virus is often designed so that it is automatically spread to other computer users. Viruses can be transmitted as attachments to an e-mail, as downloads, or as an infected diskette or CD. The sources and/or


recipients of the e-mail, downloaded file, or diskette are often unaware of the virus. Some viruses take effect as soon as their code is executed; other viruses lie dormant until circumstances cause their code to be executed by the computer. Viruses may be intentionally or inadvertently introduced into a computer and then spread or self-replicated to other systems, causing malfunctions, loss of data, or denial of service. The virus works by attaching itself to an executable file or by replacing the whole executable file with its own code. This way, every time the file is accessed, the virus will be executed. Viruses can act undetected for a long time, without giving any hints of their existence, slowly infecting files and spreading to other devices over time.

A Worm is a self-replicating virus that does not alter files but resides in active memory and duplicates itself. Worms use parts of an operating system that are automatic and usually invisible to the user. It is common for worms to be noticed only when their uncontrolled replication consumes system resources, slowing or halting other tasks and resulting in denial of service for devices on the network.

A Trojan Horse is a program in which malicious or harmful code is contained inside apparently harmless programming or data in such a way that it can get control and do specific damage, such as ruining the file allocation table on a hard disk, corrupting or destroying data, or providing complete uncontrolled access to one’s computer by a remote malicious party. A Trojan horse may be widely redistributed as part of a computer virus.

The Subcontractor and its personnel connecting to the ICI network must have the latest/up-to-date antivirus protection whether it comes from their own selected commercial vendor (except as noted below) or from an ICI-approved vendor. If the choice is not the ICI-approved vendor, then the Subcontractor’s antivirus product selection must be a commercial-grade product with a current antivirus engine and real-time protection enabled that uses definitions not more than two (2) days old.

Any Subcontractor’s devices that are expected to be connected to the ICI network for a period exceeding one continuous week [seven (7) calendar days] must install the ICI standard; i.e., they must have and run the ICI-approved antivirus package (e.g., eTrust).

The Subcontractor’s devices to be connected to the ICI network shall at all times be maintained in a current status with respect to all operating system patches, updates, service packs, and critical updates, where "current status" shall include all patches, updates, service packs, and critical updates that have been available for download for seven (7) calendar days or less.

Peer-to-peer software, e.g., KaZaA, Napster, Morpheus, Gnutella, iMesh, BearShare, and Aimster, is prohibited on any device connected to the ICI network or provided by ICI to a user.

Failure of the Subcontractor’s personnel who have access to the ICI network to comply with this network security clause are subject to temporary or permanent removal from ICI facilities or ICI’s network. Subcontractors may also be found to be in default of this Agreement and may be found liable for any damages caused by such non-compliance.

H-18. Employment of Illegal Aliens

Subject to existing laws, regulations, Executive Orders, and other provisions of this Agreement, illegal or undocumented aliens shall not be employed by the Subcontractor or lower tier Subcontractors to work on this Subcontract. The Subcontractor shall ensure that this provision is expressly incorporated into any and all Subcontracts or subordinate agreements issued in support of this Subcontract.

H-19. Notification of Debarment or Suspension

During the performance of this Subcontract, the Subcontractor shall provide immediate notice to the ICI Subcontract Administrator (1) if it is being investigated or is suspended, debarred, or declared ineligible by any U.S. Government Agency or (2) if it receives a notice of proposed investigation or debarment from any U.S. Government Agency.

H-20. Assignment

The Subcontractor shall not assign its duties, obligations, or responsibilities under this Agreement, nor shall it sell, transfer, or in any way encumber its interest under this Agreement without first obtaining ICI’s written consent. In the event that (1) the Subcontractor assigns its duties, obligations, or responsibilities under this Agreement or (2) sells, transfers, or in any way encumbers its interest under this Agreement, ICI may terminate this Agreement at no


costs to ICI. Any increased costs to ICI to replace the Subcontractor because of the Subcontractor’s assignment of its duties, obligations, or responsibilities shall be reimbursed by the Subcontractor.

H-21. Required Insurance

The Subcontractor agrees to provide insurance coverages as indicated herein. If requested by ICI, the Subcontractor shall furnish Certificates of Insurance from any sub-contractor as evidence of having minimum limits, as required and stated below or as may otherwise be required by the contract documents of the Project.

The commercial general liability, automobile liability and umbrella liability policies of the Subcontractor shall be written on an “Occurrence” basis. ICI shall be named as an additional insured on all General Liability, Automobile Liability, and Umbrella Liability policies. All Workers’ Compensation, Employer’s Liability, General Liability, Automobile Liability and Umbrella Liability policies shall contain a waiver of subrogation endorsement in favor of ICI. Subcontractor shall provide to ICI current certificates of insurance coverage for each ensuing project for which this Agreement shall be applicable. The certificates of insurance shall contain 30 days advanced notice of cancellation or non-renewal provision in favor of ICI SERVICES.

TYPE OF COVERAGE MINIMUM LIMITS OF LIABILITY

Workers’ Compensation StatutoryEmployers Liability $1,000,000 Each Accident

$1,000,000 Disease-Policy Limit$1,000,000 Disease-Each Employee

Commercial General Liability $2,000,000 General AggregateOccurrence Basis & Include Aggregate Limit $2,000,000 Products-Comp/OPPer Project, and Contractual Liability coverage. Aggregate**

$1,000,000 Person & Adv Injury$1,000,000 Each Occurrence

$100,000 Fire Damage Limit$5,000 Medical Expense

Commercial Automobile Liability Including $1,000,000 Combined Single LimitHired & Non-Owned Liability

Umbrella Liability $4,000,000 Each Occurrence$4,000,000 Aggregate

Subcontractor’s Liability insurance shall be primary and non-contributory with regard to any insurance coverages carried by ICI SERVICES

**Subcontractor shall continue to carry and Completed Operations coverage for a period of no less than 2 years from date of final payment to subcontractor. Subcontractor shall furnish ICI SERVICES evidence of such insurance at final payment.

H-22. Set Off

ICI may set off against amounts payable to the Subcontractor for any claim or charge that ICI may have against the Subcontractor and/or its affiliates.

H-23. Force Majeure

Neither party shall be considered to be in default of its obligations under this Agreement to the extent that failure to perform any such obligation arises from causes beyond the control and without the fault or negligence of the affected party. However, the Subcontractor shall not be excused for a failure to perform any obligation under this


Agreement if such failure is caused by a Subcontractor of the Subcontractor at any tier and the cause of such failure was not beyond the control of both the Subcontractor and its Subcontractor.

H-24 Acceptance of Agreement

This Agreement becomes a binding contract, subject to its terms and conditions, when reasonably accepted by acknowledgement or commencement of performance. Acceptance is strictly limited to the terms of this Agreement.

H-25. Severability

In the event that any one or more of the paragraphs, provisions, or clauses of this Agreement shall be held to be invalid, illegal, or unenforceable for any reason or in any respect, the validity, legality, and enforceability of the remaining paragraphs, provisions, and clauses shall not in any way be affected or impaired.

H-26. Non Disclosure In order to perform the services under this Agreement, the ICI may, from time to time, disclose certain information respecting technical, financial, statistical, and personnel data, (hereinafter “Information”). Any such information which is submitted in writing to the other Party, and which is clearly and conspicuously marked as confidential shall be protected against unauthorized disclosure by using the same degree to care, and discretion that the Parties use with similar information which the Parties do not want disclosed to third parties. However, the Parties shall not be required to protect information which:

(I) Is or becomes publicly available,

(II) Is already in the other Parties or its related company’s possession,

(III) Is independently developed by the other Party or its related company outside the scope of this agreement,

The Subcontractor recognizes that in performing this Subcontract it may receive or have access to certain sensitive information, including information provided on a proprietary basis by carriers, equipment manufacturers, and other private or public entities. The Subcontractor agrees to use and examine this information exclusively in the performance of this Subcontract and to take the necessary steps in accordance with ICI regulations to prevent disclosure of such information to any party outside ICI or ICI-designated support contractors possessing appropriate proprietary agreements, as listed below, if applicable.

a) NO COPIES WHATSOEVER of Proprietary Information shall be made except with the prior written consent of the disclosing party. All information disclosed to the receiving party hereunder is, and shall remain, the sole property of the disclosing party. The disclosing party makes no warranty as to the accuracy of the information disclosed.

b) The receiving party shall not disclose to any third party Proprietary Information disclosed by the disclosing party or offer for sale or manufacture or otherwise disclose to any third party devices (or related information) utilizing any of the Proprietary Information unless otherwise permitted in writing by the disclosing party.

c) In compliance with U.S. Dept. of State International Traffic in Arms Regulations and U.S. Department of Commerce Export Administration Regulations as they currently exist and as they from time to time are amended, and notwithstanding any other provision hereof, the receiving party, with respect to information hereunder, shall not attempt to, nor knowingly export or re-export to any country prohibited from obtaining such data, either directly or indirectly through affiliates, licensees or subsidiaries, any U.S. source technical data acquired from the disclosing party, any products utilizing such data, or any hereto, to any countries outside the United States which export may be in violation of the United States Export Laws or Regulations. Nothing in this clause relieves the receiving party from any obligation stated elsewhere in this Agreement not to disclose such data.


d) Proprietary Information shall be made available only to those employees of the receiving party who have a reasonable need for such information. The receiving party shall not disclose such information to any person (including employees) who are not U.S. citizens or otherwise export (as that term is defined by U.S. Export Laws or Regulation) the information without first acquiring the necessary government licenses and approvals.

e) The Subcontractor recognizes that in the performance of this contract it may receive or have access to certain sensitive information, including information provided on a proprietary basis by carriers, equipment manufacturers and other private or public entities. The Subcontractor agrees to use and examine this information exclusively in the performance of this contract and to take the necessary steps in accordance with Government regulations to prevent disclosure of such information to any party outside of the Government or Government designated support contractors possessing appropriate agreements.

H-27. Intellectual Property

Subcontractor agrees that if while performing work hereunder, either alone or in concert with ICI employees, inventions are made, copyrightable material created, and/or trademarks suggested, Subcontractor, at the request and expense of ICI, will take whatever steps are necessary toward securing patent, copyright, and/or trademark rights in such inventions, copyrightable material, and/or trademarks.

Subcontractor further agrees to assign all right, title, and interest in such patents, copyrights, and/or trademarks to ICI on ICI’s request. All work products generated by Subcontractor in performance of this Agreement shall be delivered to ICI prior to expiration of the term of this Agreement. Subcontractor agrees that all work products it develops under this Agreement, including software and documentation, shall be considered “work made for hire” and that ICI shall be considered the person for whom the work has made. Seller agrees, as necessary, to assign all right and interest, including copyrights, to ICI. If this Agreement is issued pursuant to a Government prime contract, this article will not apply when it conflicts with any applicable provision of the FAR or a FAR supplement.

H-28. Choice of Law

This Agreement and its performance shall be interpreted in accordance with, and governed by, the laws of the Commonwealth of Virginia.

H-29. Control of Technical Data

a) The Subcontractor shall distribute data items according to the distribution shown in each Task Order. The Subcontractor shall not distribute, release, or show data items or other technical data to third parties except with the written permission of the ICI Subcontract Administrator.

b) All copies of CDRL items under this Subcontract, regardless of distribution, shall be marked as indicated in each Task Order.

c) Release of all technical data is subject to the following documents or appropriate superseding documents:

1) OPNAV INSTRUCTION 5510.1H2) NUWCDIVNPT INSTRUCTION 5570.1E3) NUWCDIVNPT INSTRUCTION 5600.1A

H-30. Travel Costs

a) 1) Except as otherwise provided herein, the Subcontractor 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 DCAA. Travel and living expenses if authorized and funded shall be reimbursed to Subcontractor in accordance with the Joint Travel Regulations.

2) In accordance with Class Deviation 2000-00005, DoD subcontractors may choose to use either: (i) the FTR rates and definitions for travel, lodging and incidental expenses effective on 31 December 1998, or (ii) the


current FTR rates and definitions. The Subcontractor must choose either the 1998 definitions and rates or the current FTR definitions and rates and apply them consistently to all travel while this class deviation, or its successor, is in effect.

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

c) Relocation costs and travel costs incident to relocation may be allowable to the extent agreed by the parties; however, ICI Subcontract Administrator approval shall be required prior to incurring relocation expenses and travel costs incident to relocation.

The Subcontractor shall not be reimbursed for the following daily local travel costs:

1) travel at U.S. Military Installations where Government transportation is available;2) travel performed for personal convenience/errands, including commuting to and from work; and3) Travel costs incurred in the replacement of personnel when such replacement is accomplished for the

Subcontractor or employee's convenience.

H-31. Payment, Selected Items of Cost Reimbursement Contracts

Travel Costs (Including Foreign Travel):

1. Air: The Subcontractor shall, to the maximum extent practicable, minimize overall travel costs by taking advantage of discounted airfare rates available through advance purchase. Charges associated with itinerary changes and cancellation under nonrefundable airline tickets, are reimbursable as long as the changes are driven by the work requirement.

2. Non-reimbursable Travel: The following travel shall not be reimbursed hereunder: travel performed for personal convenience or daily travel to and from work at the Subcontractor’s facility (i.e., designated work site).

Training:

1. ICI will not allow costs, nor reimburse costs associated with the Subcontractor training employees in an effort to attain and/or maintain minimum personnel qualification requirements of this contract. Other training may be approved on a case-by-case basis by the ICI Task Order Manager. Attendance at workshops or symposiums is considered training for purposes of this clause.

H-32. Privacy or Security Safeguards (FAR 52.230-1 AUG 1996)

a) The Subcontractor shall not publish or disclose in any manner, without the Subcontract Administrator’s written consent, the details of any safeguards either designed or developed by the Subcontractor under this contract or otherwise provided by the Government/ICI.

b) To the extent required to carry out a program of inspection to safeguard against threats and hazards to the security, integrity, and confidentiality of Government data, the Contractor shall afford the Government access to the Contractor’s facilities, installations, technical capabilities, operations, documentation, records, and databases.

c) If new or unanticipated threats or hazards are discovered by either the Government or the Contractor, or if existing safeguards have ceased to function, the discoverer shall immediately bring the situation to the attention of the other party.

H-33. Rent-Free Use of Government Property (NAVSEA 5252.245-9115) (SEP 1990)

The Subcontractor may use on a rent-free, non-interference basis, as necessary for the performance of this Subcontract, the Government property accountable under the Subcontract(s) listed in the Task Order. The Subcontractor is responsible for scheduling the use of all property covered by the above referenced Subcontract(s)


and the Government/ICI shall not be responsible for conflicts, delays, or disruptions to any work performed by the Subcontractor due to use of any or all of such property under this Subcontract or any other subcontracts under which use of such property is authorized.

H-34. ICI/Government Furnished Property/Information and Reporting Requirements

a) If any property or information is specified herein to be furnished to the Subcontractor, ICI shall be responsible to provide all Government/ICI furnished property/information required to permit Subcontractor to perform its obligations under this Agreement consistent with schedules in Task Orders. Subcontractor shall identify and advise ICI of the complete list and description of such property/information including the date by which same is required by Subcontractor, as soon as possible following Task Order award and sufficiently in advance for ICI to obtain such property/information for Subcontractor in such time so as not to delay scheduled delivery of supplies/services hereunder.

b) At the completion of performance/delivery, the ICI Subcontracts Administrator shall obtain from the Subcontractor a list of all Government Furnished Property (GFP), ICI Furnished Property (CFP) and SUBCONTRACTOR acquired property i.e., special tooling, special test equipment, hardware/software, non-consumable and material. The ICI contracts representative shall submit this list to the Government Contracting Officer within thirty (30) days after the last delivery date for further disposition instruction, if not otherwise disposed of by direction of the Contracting Officer.

c) If any ICI/Government property or information (the title to which is with ICI or the Government), is furnished to or acquired by the Subcontractor at any time during the term of this Agreement, the Subcontractor assumes the risk and shall be responsible for any loss thereof or damage thereto. The Subcontractor, in accordance with this provision, in any event upon completion thereof, shall return such property/information for use in connection with this Agreement and/or Task Order. The Subcontractor shall establish Property Control procedures to control, protect, preserve, and maintain all such property/information in accordance with the provisions of FAR Subpart 45.5 entitled, Management of Government Property in Possession of Contractors”, FAR Subpart 52.245-2 Government Property (Fixed Price Contracts) and FAR Subpart 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts).

H-35. Changes

a) ICI may at any time, by a written order, and without notice to sureties, make changes within the general scope of this Subcontract in any one or more of the following: (i) Drawings, design, or specifications where the supplies, materials, or services are to be furnished to ICI in accordance therewith; (ii) Method of shipping or packing; and (iii) Place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, the performance of any part of the work under this Subcontract, an equitable adjustment shall be made in the Subcontract price or delivery schedule, or both, the Subcontract shall be modified in writing accordingly. Any claim by the Subcontractor for adjustment under this Article must be asserted within thirty (30) days from the date of receipt by the Subcontractor of the change, provided, however, that ICI, if it decides that the facts justify such action, may receive and act upon any such claim asserted at any time prior to final payment under this Subcontract. Nothing in this article shall excuse the Subcontractor from proceeding with the contract as changed.

b) ICI's scientific, technical, or staff personnel may from time to time render assistance or give technical advice to, or exchange information with, the Subcontractor's personnel during the performance of this Subcontract relative to the services or items to be furnished hereunder. However, such assistance, advice, statements, or exchange of information SHALL NOT constitute a waiver with respect to any of the Subcontractor's obligations or ICI's rights under this Subcontract, or constitute authority for a change in the services to be performed or items to be delivered hereunder. In order for change or waiver to be valid under this Subcontract, a formal modification must be issued in writing and executed by an officer of ICI and the Subcontractor, respectively. In case of any doubt, the Subcontractor should contact ICI's Subcontract Administrator shown on the face page hereof.

c) In connection with any claim for adjustment under this Article, the Subcontractor shall submit cost or pricing data in such form or detail as may be reasonably required by ICI; if this Subcontract has been issued under a prime contract with any agency of the United States Government, the Subcontractor shall submit such cost or pricing data as may


be required by the Defense Federal Acquisition Regulation, Federal Acquisition Regulation, National Aeronautics and Space Administration Acquisition Regulation, or the procurement regulations that govern the agency for which work is being provided.

H-36. ICI Right to Renegotiate Questioned Rates

ICI may request that the Federal Government verify the rates that were proposed by the Seller, and that were used as a basis for the rates which appear in this Agreement. ICI reserves the right, upon receipt of the results of said audit, to reopen negotiations limited to those items which have been questioned by the Government.

H-37. Employment of U.S. Government Personnel Restricted

In performing this contract, the Subcontractor shall not use as a consultant or employee (on either a full or part time basis) any active duty U.S. Government personnel (civilian or military) without the prior written approval of the Contracting Officer. Such approval may be given only in circumstances where it is clear that no laws and no DoD or U.S. Government instructions, regulations, or policies might possibly be contravened and no appearance of a conflict of interest will result.

H-38. Additional Definitions ( e.g., NAVSEA 5252.202-9101) MAY 1993)

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

(As Required Information)

a) 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.

b) 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.

c) 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 positions Federal Supply Class (FSC) plus the applicable nine positions NIIN assigned to the item of supply.

H-39. Access to Proprietary Data and Computer Software (NAVSEA JUN1994)

a) Performance under each Task Order may require that the Subcontractor have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Subcontractor shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum:

1) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the work required by a Task Order under this Subcontract, and


2) Safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary.

In addition, the agreement shall not impose any limitation upon the Government or its employees with respect to such data or software.

A copy of the executed agreement shall be provided to the ICI Subcontract Administrator. ICI may unilaterally modify the Subcontract to list those third parties with which the Subcontractor has agreement(s).

b) The Subcontractor agrees to:1) indoctrinate its personnel who will have access to the data or software as to the restrictions under

which access is granted2) not disclose the data or software to another party or other Subcontractor personnel except as

authorized by ICI3) not engage in any other action, venture, or employment wherein this information will be used,

other than to the extent permission has been granted, in any manner inconsistent with the spirit and intent of this requirement

4) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Subcontractor; and

5) Reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Government/ICI through any means to which the Subcontractor has access in the performance of any Task Order under this Subcontract that contains proprietary or other restrictive markings.

d) The Subcontractor agrees that it will promptly notify the ICI Subcontract Administrator of any attempt by an individual, company, or Government or/ ICI representative not directly involved in the effort to be performed for any Task Order under this Subcontract to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Government/or ICI representative seeking access to such information.

e) The Subcontractor shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting “Subcontractor” for “Contractor” where appropriate.

f) Compliance with this requirement is a material requirement of this Subcontract.

H-40. Computer Software and/or Computer Databases(s) Delivered To and/or Received From the Government (e.g., NAVSEA NOV 1996)

a) The Subcontractor 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 Subcontractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

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

c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this Subcontract 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 data base does not meet the minimum functional requirements of this Subcontract. In the event there is any routine to disable the


computer software or computer data base in the future, that date certain shall not be less than 25 years after the delivery date of the computer software or computer data base.

d) No copy protection devices or systems shall be used in any computer software or computer database delivered under this Subcontract to restrict or limit ICI or 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 Subcontractor to ICI or the Government of certain technical data and other data is now frequently required in digital form rather than as a 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, ICI/Government will be licensed to use that digital-form data 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 the Subcontractor 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.


Section I–General Subcontract Clauses (FAR, DFAR, and NAVSEA Clauses by Reference)

This subcontract incorporates the following FAR clauses and Government supplements thereto by reference, with the same force and effect as if they were given in full text. The obligations of the Contractor to the Government as proved in said clauses shall be deemed to be the obligations of Subcontractor to the Contractor. Wherever appropriate to make the incorporated clauses applicable to this Subcontract, references in the incorporated clauses to the "Government" or "Contracting Officer" shall mean "ICI" or "Subcontracts Administrator" respectively. Furthermore, wherever appropriate, references to "Contractor" and "Contract" in these clauses shall mean "Subcontractor" and "Subcontract" respectively. Notwithstanding the above, the substitution of terms does not constitute ICI's right to the Subcontractor's proprietary data or intellectual property. Any such proprietary data or intellectual property will only be made available to the appropriate Government personnel upon request. Clauses that involve access to Subcontractor proprietary information shall flow down with references to "Government" and "Contracting Officer" unchanged.

The following contract clauses are hereby incorporated by reference to the extent required by law and the Prime Contract:

52.203-3 Gratuities APR 1984 52.202-1 Definitions DEC 2001 52.203-5 Covenant Against Contingent Fees APR 1984 52.203-6 Restrictions On Subcontractor Sales To The Government JUL 1995 52.203-7 Anti-Kickback Procedures JUL 1995 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or

Improper Activity JAN 1997

52.203-10 Price Or Fee Adjustment For Illegal Or Improper Activity JAN 1997 52.203-11 Certification and Disclosure Regarding Payments to Influence

Certain Federal TransactionsSEP 2005

52.203-12 Limitation On Payments To Influence Certain Federal Transactions

JUN 2003

52.204-2 Security Requirements AUG 1996 52.204-4 Printed or Copied Double-Sided on Recycled Paper AUG 2000 52.209-5 Certification Regarding Debarment, Suspension, Proposed

Debarment, and Other Responsibility MattersDEC 2001

52.209-6 Protecting the Government's Interest When Subcontracting With Contractors Debarred, Suspended, or Proposed for Debarment

JUL 1995

52.211-15 Defense Priority And Allocation Requirements SEP 1990 52.215-2 Audit and Records--Negotiation JUN 1999 52.215-14 Integrity of Unit Prices OCT 1997 52.215-15 Pension Adjustments and Asset Reversions DEC 1998 52.215-16 Facilities Capital Cost of Money JUN 200352.215-17 Waiver of Facilities Capital Cost of Money OCT 1997 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits

(PRB) Other than Pensions OCT 1997

52.215-19 Notification of Ownership Changes OCT 1997 52.215-21 Requirements for Cost or Pricing Data or Information Other

Than Cost of Pricing Data - ModificationsOCT 1997

52.216-8 Fixed Fee MAR 199752.217-8 Option To Extend Services NOV 1999 52.219-3 Notice of Total HUB Zone Set-Aside JAN 199952.219-4 Notice of Price Evaluation Preference for HUB Zone Small

Business Concerns JAN 1999


52.222-1 Notice To The Government Of Labor Disputes FEB 1997 52.222-3 Convict Labor JUN 2003 52.222-21 Prohibition Of Segregated Facilities FEB 1999 52.222-22 Previous Contracts and Compliance Reports FEB 199952.222-25 Affirmative Action Compliance APR 198452.222-26 Equal Opportunity APR 2002 52.222-35 Equal Opportunity For Special Disabled Veterans, Veterans of

the Vietnam Era, and Other Eligible Veterans DEC 2001

52.222-36 Affirmative Action For Workers With Disabilities JUN 1998 52.222-37 Employment Reports On Special Disabled Veterans, Veterans

Of The Vietnam Era, and Other Eligible Veterans DEC 2001

552.222-38 Compliance with Veteran Employment Reporting RequirementsDEC 200152.222-41 Service Contract Act Of 1965, As Amended MAY 1989 52.222-42 STATEMENT OF EQUIVALENT RATES FOR FEDERAL

HIRES (MAY 1989)

52.222-43 Fair Labor Standards Act And Service Contract Act - Price Adjustment (Multiple Year And Option)

MAY 1989

52.223-6 Drug-Free Workplace MAY 2001 52.223-13 Certification of Toxic Chemical Release Reporting AUG 200352.223-14 Toxic Chemical Release Reporting AUG 2003 52.225-8 Duty-Free Entry FEB 2000 52.225-13 Restriction on Certain Foreign Purchases MAR 2005 52.226-1 Utilization Of Indian Organizations And Indian-Owned

Economic Enterprises JUN 2000

52.227-1 Authorization and Consent JUL 1995 52.227-2 Notice And Assistance Regarding Patent And Copyright

Infringement AUG 1996

52.227-3 Patent Indemnity APR 1984 52.227-10 Filing Of Patent Applications--Classified Subject Matter APR 1984 52.227-11 Patent Rights--Retention By The Contractor (Short Form) JUN 1997 52.227-12 Patent Rights--Retention By The Contractor (Long Form) JAN 1997 52.227-13 Patent Rights--Acquisition By The Government JAN 1997 52.228-7 Insurance--Liability To Third Persons MAR 1996 52.229-3 Federal, State And Local Taxes APR 2003 52.230-2 Cost Accounting Standards APR 1998 52.230-3 Disclosure And Consistency Of Cost Accounting Practices APR 1998 52.230-6 Administration of Cost Accounting Standards NOV 1999 52.232-8 Discounts For Prompt Payment FEB 2002 52.232-18 Availability Of Funds APR 1984 52.232-20 Limitation Of Cost APR 1984 52.232-22 Limitation Of Funds APR 1984 52.232-23 Assignment Of Claims JAN 1986 52.233-1 Disputes JUL 2002 52.233-4 Applicable Law for Breach of Contract Claim OCT 200452.237-3 Continuity Of Services JAN 1991 52.237-10 Identification of Uncompensated Overtime OCT 1997 52.239-1 PRIVACY OR SECURITY SAFEGUARDS AUG 199652.242-1 Notice of Intent to Disallow Costs APR 1984 52.242-3 Penalties for Unallowable Costs MAY 2001 52.242-4 Certification of Final Indirect Costs JAN 1997 52.242-13 Bankruptcy JUL 1995


52.242-15 Stop-Work Order AUG 198952.242-15 Alt I

Stop-Work Order (AUG 1989) – Alternate I APR 1984

52.243-1 Alt I Changes--Fixed Price (Aug 1987) - Alternate I APR 1984 52.243-2 Alt I Changes--Cost-Reimbursement (Aug 1987) - Alternate I APR 1984 52.244-2 SUBCONTRACTS AUG 1998 52.244-2 Alt I SUBCONTRACTS JAN 2006 52.244-5 Competition In Subcontracting DEC 1996 52.244-6 Subcontracts for Commercial Items APR 2003 52.245-1 Property Records APR 1984 52.245-2 Government Property (Fixed Price Contracts) (JUN 2003) –

Alternate IAPR 1984

52.245-4 Government-Furnished Property (Short Form) JUN 2003 52.245-5 Government Property (Cost-Reimbursement, Time-and-

Material, or Labor-Hour Contracts)MAY 2004

52.246-25 Limitation Of Liability--Services FEB 199752.247-34 F.O.B. Destination NOV 199152.248-1 Value Engineering FEB 200052.249-2 Termination For Convenience Of The Government (Fixed-

Price)SEP 1996

52.249-6 Termination (Cost Reimbursement) SEP 199652.249-8 Default (Fixed-Price Supply & Service) APR 198452.249-14 Excusable Delays APR 198452.253-1 Computer Generated Forms JAN 1991252.203-7001 Prohibition On Persons Convicted of Fraud or Other Defense

Contract-Related FeloniesMAR 1999

252.203-7002 Display Of DoD Hotline Poster DEC 1991252.204-7000 Disclosure Of Information DEC 1991252.204-7003 Control Of Government Personnel Work Product APR 1992252.205-7000 Provision Of Information To Cooperative Agreement Holders DEC 1991252.209-7004 Subcontracting With Firms That Are Owned or Controlled By

The Government of a Terrorist CountryMAR 1998

252.211-7003 Item Identification and Validation JAN 2004252.215-7000 Pricing Adjustments DEC 1991252.223-7004 Drug Free Work Force SEP 1988252.225-7003 Report of Intended Performance Outside the United States and

Canada – Submission with OfferJUN 2005

252.225-7004 Report of Intended Performance Outside the United States and Canada – Submission after Award

JUN 2005

252.225-7012 Preference For Certain Domestic Commodities FEB 2003252.225-7031 Secondary Arab Boycott Of Israel APR 2003252.227-7013 Rights in Technical Data--Noncommercial Items NOV 1995252.227-7014 Rights in Noncommercial Computer Software and

Noncommercial Computer Software DocumentationJUN 1995

252.227-7015 Technical Data--Commercial Items NOV 1995252.227-7016 Rights in Bid or Proposal Information JUN 1995252.227-7071 IDENTIFICATION AND ASSERTION OF USE, RELEASE,

OR DISCLOSURE RESTRICTIONS JUN 1995

252.227-7019 Validation of Asserted Restrictions--Computer Software JUN 1995252.227-7025 Limitations on the Use or Disclosure of Government-Furnished

Information Marked with Restrictive LegendsJUN 1995


252.227-7027 Deferred Ordering Of Technical Data Or Computer Software APR 19882252.227-7028Technical Data or Computer Software Previously Delivered to

the GovernmentJUN 1995

252.227-7030 Technical Data--Withholding Of Payment MAR 2000252.227-7034 Patents – Subcontract APR 1984252.227-7037 Validation of Restrictive Markings on Technical Data SEP 1999252.227-7039 Patents--Reporting Of Subject Inventions APR 1990252.232-7003 Electronic Submission of Payment Requests MAR 2003252.232-7010 Levies on Contract Payments SEP 2005252.243-7001 Pricing Of Contract Modifications DEC 1991252.243-7002 Requests for Equitable Adjustment MAR 1998252.243-7010 Levies on Contract Payments SEP 2005252.245-7001 Reports Of Government Property MAY 1994252.246-7001 Warranty Of Data DEC 1991252.247-7023 Transportation of Supplies by Sea MAY 2002252.247-7024 Notification Of Transportation Of Supplies By Sea MAR 2000


Section J–List of Attachments

This section lists the attachments that accompany this Subcontract; they appear after Section K.

Attachment A Labor Rates

Attachment B Labor Categories and Descriptions

Attachment C Sample Formats for Time-and-Materials, Unit-Price, and Fixed-Price Task Orders

Attachment D Standard Monthly Status

Exhibits List of Acronyms


Attachment A, Section J–Labor Rates

Click here to enter text. (i.e., Sr. Engineer)


Attachment B, Section J–Labor Categories and Descriptions

Click here to enter text. (i.e., Sr. Engineer- At least ten years of broad and responsible experience in the conduct and direction of ship, boat and craft and subsystem engineering. Must demonstrate qualities of leadership and responsibility in project management and must be capable of conducting independent activities. Must have a BS degree in a major field related to naval engineering.)


Attachment C, Section J–Sample Task Order

SUBCONTRACT NO.: TASK ORDER NO.:

BETWEENICI SERVICES CORPORATION

ANDClick here to enter text.

THIS TASK ORDER NO. xxx is issued by and between ICI Services. (hereinafter referred to as the “Contractor” or “ICI”) and Click here to enter text. (hereinafter referred to as the “Subcontractor” or “Click here to enter text.

The purpose of this Task Order is to establish funding, Statement of Work, and period of performance. All other terms and conditions of the Subcontract remain unchanged.

TASK ORDER TITLE: TBDTASK ORDER TYPE: TBD

TASK ORDER PERIOD OF PERFORMANCE BY SLIN:

TBD

TASK ORDER LEVEL OF EFFORT, ESTIMATED COST. AND FEE CEILING BY SLIN:

Base Period SLIN 1001: Hours: TBD Est. Cost: $TBD Fee: $TBD CPFF: $TBD SLIN 3001: Est. Cost: $TBD

Option 1 SLIN 1101: Hours: TBD Est. Cost: $TBD Fee: $TBD CPFF: $TBDSLIN 3101: Est. Cost: $TBD

Option 2 SLIN 1201: Hours: TBD Est. Cost: $TBD Fee: $TBD CPFF: $TBDSLIN 3201: Est. Cost: $TBD

Option 3 SLIN 4001: Hours: TBD Est. Cost: $TBD Fee: $TBD CPFF: $TBDSLIN 6001:

Option 4 SLIN 4101: Hours: TBD Est. Cost: $TBD Fee: $TBD CPFF: $TBDSLIN 6101:

STATEMENT OF WORK: See Attachment 1.

DD254: To be provided under separate cover.

MONTHLY STATUS REPORT (MSR) FORMAT: See Attachment E of the Basic Subcontract referenced above. MSRs are due not later than the 8th calendar day of each month.

LIST OF GOVERNMENT FURNISHED EQUIPMENT: TBD

SPECIAL CONTRACT REQUIREMENTS: Attachment 2.

ORGANIZATIONAL CONFLICT OF INTEREST: See Attachment 3


CERTIFICATION REGARDING “RELEASE OF PLANNING, PROGRAMMING, AND BUDGETING SYSTEM (PPBS) DATA”: See Attachment 4.

INVOICING INSTRUCTIONS: Invoices are to be submitted monthly not later than the 8th day of the month following the month in which costs were incurred to [email protected]. SPECIFIC INSTRUCTIONS FOR TYPE OF CONTRACT NEED TO BE ENTERED. .TASK ORDER FUNDED AMOUNT:

LABOR DOLLARSDescription Charge Number From By ToLabor Funds $0.00 $0.00 $0.00

SUBTOTAL $0.00 $0.00 $0.00

FEEDescription Charge Number From By To

Fee $0.00 $0.00 $0.00SUBTOTAL $0.00 $0.00 $0.00

TRAVELDescription Charge Number From By ToTravel Funds $0.00 $0.00 $0.00

SUBTOTAL $0.00 $0.00 $0.00

MATERIALDescription Charge Number From By To

Material Funds $0.00 $0.00 $0.00SUBTOTAL $0.00 $0.00 $0.00

TOTAL $0.00 $0.00 $0.00

INDIVIDUAL RESPONSIBLE FOR INSPECTION/ACCEPTANCE: ICI Task Order Manager: TBD

ICI SERVICES CORPORATION SUBCONTRACTOR

Signed: Signed:

Name: Name:

Title: Title:

Date: Date:


mailto:[email protected]

Attachment D, Section J–Standard Monthly Status Report

The Subcontractor shall electronically submit a Monthly Status Report (MSR) covering all awarded Task Orders (TO). Submissions are due monthly by the 8th calendar day of the month, addressing activity during the previous month. If the Subcontractor’s accounting period does not adhere to the calendar month, address activity as of the accounting period ending closest to the end of the month.

MSR”s shall be submitted using the template provided. A separate MSR shall be submitted for each Task Order, and shall address each SOW area separately.

The MSR shall include, but not be limited to, the following information:

Task Order Number Task Name/Title Period of Performance Period Covered by Report Subcontractor Name Subcontract Number SLIN SOW Subparagraph Incurred Labor for Period (Dollars and Hours), segregated by SOW paragraph Incurred Labor Inception to Date (Dollars and Hours), segregated by SOW paragraph Incurred Travel Cost for Period, segregated by SOW paragraph Incurred Travel Inception to Date, segregated by SOW paragraph Incurred ODC’s for Period, segregated by SOW paragraph Incurred ODC’s Inception to Date, segregated by SOW paragraph Fixed Fee for Period, segregated by SOW paragraph Fixed Fee Inception to Date, segregated by SOW paragraph Total Incurred for Period Total Incurred Inception to Date Awarded Value (Estimated Cost, Fixed Fee, Total CPFF, and LOE)

Funded Value (Estimated Cost, Fixed Fee, Total CPFF, and LOE) Cost to Complete (Cost, Fee, Total, and LOE)

Estimate at Completion (this column automatically populates based on Incurred + Cost to Complete)

In addition to the formatted information above, a brief narrative shall be included in the MSR to address:

Significant Accomplishments – description of the technical progress made during that period Significant Issues Schedule Status – indicate if efforts are on schedule. If not, indicate the reason for the delay and the

projected completion or delivery date, if applicable. Travel Activity


Section K–Representations, Certifications, and Other Statements of Offeror

Click here to enter text. (i.e., Incorporated by Reference dated 09/14/2006)


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