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A. General. One or more task orders (TOs) may be issued during the performance period of this contract. The Contractor agrees to accept and perform orders issued by the Contracting Officer within the scope of this agreement. It is understood and agreed that the Government has no obligation to issue any orders except the minimum order. In the event of any inconsistency between any TO and the contract, the contract shall control. In accordance with the Federal Acquisition Streamlining Act (FASA) and FAR 16.505(b), the Procuring Contracting Officer (PCO) will give all awardees a "fair opportunity" to be considered for each order in excess of $25,000 unless one of the conditions in paragraph B below applies.

B. Exceptions to Fair Opportunity Consideration. Awardees will not be given a fair opportunity to be considered for requirements which are expected to exceed $25,000 when the Contracting Officer determines one of the following conditions apply:

(1) The agency need for such services is of such urgency that providing such opportunity would result in unacceptable delays;

(2) Only one such awardee is capable of providing such services required at the level of quality required because the services ordered are unique or highly specialized;

(3) The order should be issued on a sole-source basis in the interest of economy and efficiency as a logical follow-on to a task order already issued under this contract, provided that all multi-awardees were given fair opportunity to be considered for the original order; or

(4) It is necessary to place an order to satisfy a minimum guarantee.

In accordance with FAR 16.5, when an exception to the fair opportunity to be considered exists, the task order will be processed as a sole source procurement, including a sole source justification, posting of the TO to the website, a request to the sole source provider for a proposal, cost and pricing data where applicable, negotiation and award. Unaffected IDIQ holders will not be notified of the exception.

C. Competitive Ordering Process.

(1) Pre solicitation and solicitation All IDIQ holders will receive notification of the posting of each proposed TO at the time a proposed TO is posted to the website. All proposed TOs incorporate all terms of the IDIQ contract unless otherwise specified in the proposed TO. In addition, the proposed TO will include:

    1. All known information including Sections B through H of the task order (Line Items, statement of work or objectives, packaging and marking information, data rights, inspection and acceptance of the services, period of performance, security, government property/information to be provided and other relevant information.
    2. The means and time for the IDIQ holders to respond expressing interest and providing appropriate information.
    3. Specific instructions for the means of responding to the TO request, including but not limited to, oral interviews, reverse auctions, written responses summarizing technical and price approaches, submission of proposals, the selection criteria factors, the factors’ order of importance and other information deemed appropriate.

It is the intent of the government to maximize the use of electronic submission of all proposals in response to TO request(s) in accordance with Section H7F.

(2) Responses Awardees will be provided an adequate time to prepare and submit responses based on the estimated dollar value and complexity of the proposed TO. The due date shall be set forth in each proposed TO. Responses will be streamlined and succinct to the extent practical based on the dollar value and complexity of the work. Responses will not be a proposal as defined in FAR 15, but only sufficient information to be considered in accordance with FAR 16. At a minimum the responses will include:

    1. Price/Cost For Item 0001, Option Item 0004 and Option Item 0007 orders, the proposal may include a detailed cost per hour and the applicable fixed fee per hour of all resources required to accomplish the task as set forth in the TO. For Item 0002, Option Item 0005 and Option Item 0008 orders, only the firm fixed price and positive and negative incentives need to be submitted, unless otherwise specified in the TO.
    2. Conflict of interest information if applicable

However, the responses may also include the following information

    1. Technical information e.g., technical approach, including team partners and experience as required by the TO,
    2. Technical data, computer software, computer software documentation and background invention restriction information if applicable, as required in Section C of the contract.
    3. Past Performance information
    4. Proposed Key Personnel
    5. Proposed Performance Based Statement of Work
    6. Proposed Savings
    7. Proposed Incentives and Disincentives

(3) Evaluation. The Government will evaluate responses against selection criteria contained in the proposed TO. The Government’s award decision will be based upon, as a minimum, price/cost and past performance. Evaluation of past performance will be based on each IDIQ holder’s past performance data on work performed under this IDIQ contract, as well as other information available to the Government. As work proceeds under this contract, it is probable that current past performance information on recent task orders will be more important in evaluation of future task orders. In addition, individual task order selection criteria may include other factor(s) relevant to the particular task order. The factors will be of equal weight unless otherwise identified in a task order. If necessary, during the evaluation of proposals the Government may contact any or all or a limited number of awardees with questions concerning their responses as permitted under FAR Part 16. Upon completion of evaluations, the PCO will issue a TO to the awardee whose proposal is most advantageous to the Government under the selection criteria set forth in the TO. The PCO will notify the IDIQ holders of the selection decision.

D. Task Orders. Each individual TO may be cost plus fixed fee (CPFF), fixed price (FP), or any combination of the two. For example, a TO may request a CPFF proposal for the first year of the TO, with any subsequent years to be offered as FP. TOs, or parts of TOs, may include positive and negative financial incentives, award term provisions, or any other legal incentive the IDIQ holder proposes. The FP TOs shall include specific metrics, quality assurance plans and incentives. IDIQ holders must review each TO upon issuance to prepare its response to reflect any appropriate incentive provisions. Orders and revisions thereto shall be made in writing and be signed by any authorized Contracting Officer. Each order shall, as appropriate:

    1. Refer to the appropriate line item or line items under Section B of the IDIQ contract,
    2. Set forth the specific level of effort and/or performance outcomes desired to be fulfilled under the task order
    3. Set forth delivery or performance dates,
    4. Designate the task monitor who will perform inspection and acceptance and past performance evaluation.
    5. Set forth the credit card number or long line of accounting with ACRNs,
    6. Set forth any payment options such as progress or performance-based payments,
    7. Be dated,
    8. Be identified by number in accordance with DFARS 204.7004,
    9. Set forth the property, if any, to be furnished by the Government and the date(s) such property is to be delivered to the Contractor,
    10. Set forth the disbursing office where payment is to be made,
    11. Set forth administrationdata,
    12. Include a DD Form 1449 or DD Form 1155,
    13. Include a DD Form 254 and specify security requirements if applicable,data, and
    14. Set forth any other pertinent information.

E. Task Order Issuance. TOs will be issued electronically on DD Form 1155 Order for Supplies and Services or DD Form 1449 Order for Commercial Item via electronic commerce. Initially, TOs will be posted to the NAVSEA or Navy website and may be provided via electronic mail.via electronic processes in accordance with Section H-7F.

F. Electronic Processes.

    1. Generally: The Naval Sea Systems Command (NAVSEA) e-business portal (SeaPort) is accessible through the NAVSEA professional support services web site (www.seaport.navy.mil). SeaPort establishes a system in which electronic signatures, transactions, contracts, and records have the same legal effect as their paper-based counterparts, in accordance with the "Electronic Signatures in Global and National Commerce Act" (ESIGN) (Pub.L. 106-229; codified at 15 USC 7001-7006) and the "Government Paperwork Elimination Act" (GPEA) (Pub.L. 105-277; codified at 44 USC 3504 Note):
      1. Only authorized persons are permitted to engage in legally binding electronic activities, such as signing/submitting a proposal, and signing/awarding the Task Order. The SeaPort system requires user accounts having predetermined authority requirements (i.e., authority to legally bind the user's organization), and having username and password controls. The Contractor shall identify one employee, and two alternate employees, having the authority to sign legally binding documents, including proposals, on behalf of the Contractor. NAVSEA shall identify Procuring Contracting Officers (PCOs) authorized to sign and award legally binding TO
      2. The authorized user is required to confirm the intention to engage in any legally binding electronic action. The SeaPort system will display a notice that the user has requested a legally binding activity and shall require an affirmative/confirming response before the system will permit the requested action. The affirmative/confirming response serves as the electronic signature event.
      3. When an authorized user requests and confirms a binding action, the system automatically and securely records that event and stores the legally binding content related to that action, including (i) the authorized user (account) that requested/confirmed the binding action; (ii) the date and time the binding event occurred; and (iii) a final or "locked down" copy of the information, documents, or other materials associated with the binding event (e.g., a copy of the proposal or task order).
      4. Once the information related to a legally binding event is stored by the system, that information (i) can not be altered or modified in any way by any user--including the authorized user who initiated and confirmed the action; and (ii) remains accessible and retrievable by the parties throughout the records retention period required by law.
    2. Task Order (TO) Solicitations: The NAVSEA-designated PCO for the TO logs in to the SeaPort system and electronically generates and releases the TO Solicitation. The binding version of the TO Solicitation is posted to the SeaPort system in Portable Document Format (PDF)
    3. Electronic Offers/Proposals:
      1. For each Task Order (TO) Solicitation that the Contractor chooses to submit a proposal, and before the closing date and time specified in the TO Solicitation, an authorized, Contractor-designated, officer or employee with authority to bind the company logs on to the SeaPort system and generates/uploads the proposal materials.
      2. When the authorized user indicates that the proposal is ready for submission, the system prompts the user to confirm the intent to electronically sign and submit the proposal materials. Entering an affirmative/confirmatory response to this prompt is an electronic signature on the proposal materials, and constitutes the electronic submission of a legally binding offer by the Contractor.
      3. Once electronically signed/submitted, the proposal materials can not be modified except by submitting a new, amended proposal using the same signing/submission process (prior to the closing date/time).
      4. In the event the SeaPort system is not operational, experiences technical difficulties, or a contractor is temporarily unable to access or use the system, the Contractor shall immediately notify the PCO. The PCO shall allow manual submission of written proposals in these circumstances. Absent technical difficulties, all proposals shall be submitted electronically in accordance with the procedures set forth in this clause.
    1. Task Order Execution/Award:
      1. Upon receipt of the offers, NAVSEA will evaluate the proposals in accordance with the evaluation criteria set forth in the TO solicitation. When NAVSEA has completed its evaluation and has selected a contractor for award of the TO, the NAVSEA-designated PCO for that TO logs on to the SeaPort system and generates/uploads the TO materials, including information provided by the successful offeror (e.g., price/cost information) as well as all other terms and conditions of the binding TO.
      2. When the PCO indicates the TO is ready for award, the system issues the prompt to confirm the intent to electronically sign and award the TO. Entering an affirmative/confirmatory response to this prompt is the PCO's electronic signature on the TO; constitutes the electronic award of the TO; and generates a final PDF version of the TO. This PDF version is treated as the legally binding, bilaterally executed, version of the TO, and a copy of the awarded TO will be forwarded electronically to the successful contractor.
      3. Once awarded, the TO can not be modified except by electronically signing/awarding a TO amendment using these processes.

G. Unauthorized Work. The Contractor is not authorized to commence task performance prior to issuance of a signed TO.

H. Task Funding Restrictions. No unfunded tasks are allowed.

I. Ordering Period. Orders for services specified in Section B of the Schedule may be issued by any Contracting Officer from NAVSEA or its field activities from contract award through three months before the end of the contract period of performance.

J. Ombudsman Description. In accordance with FAR 16.505(a)(7), no protest under FAR Subpart 33.1 is authorized in connection with PCO decisions regarding fair opportunity or the issuance of a TO under this contract, except for a protest on the grounds that a TO increases the scope, period, or maximum value of the contract. The Executive Director for Contracts, or his designee, has been designated as the NAVSEA and related Program Executive Offices Ombudsman for this contract. The NAVSEA Ombudsman will review complaints from the contractors and ensure that all contractors are afforded a fair opportunity to be considered, consistent with the procedures in the contract. Complaints to the NAVSEA Ombudsman must be forwarded to:

Captain Lynn Simon

Naval Sea Systems Command, Code SEA 026

2531 South Jefferson Davis Highway

Arlington, Virginia 22202

J. Ordering Authority and Tracking AllNAVSEA shall identify all Procuring Contracting Officers from NAVSEA and its field activities that are authorized to place orders under this IDIQ contract. Only a PCO expressly identified by NAVSEA to sign legally binding documents shall be authorized to place orders.