N00024-20-R-6405_RFP_20200501__.pdf

CODE

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PAGE(S)

until local t ime

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G F 98 - 115

116 - 164 X H 165 - 177 roy .williams@navy .mil

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

1 177

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00024 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and

SEE SECTION L

conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

ROY J WILLIAMS 202-781-3106

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 24

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

25 - 41 42 - 45

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

46 - 51

52 - 55 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 56 - 69 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 70 - 76 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

NOTE: Item 12 does not apply if the solicitation includes the provisions at 52.214-16, Minimum Bid Acceptance Period.

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

(X) SEC. DESCRIPTION (X) SEC. DESCRIPTION PAGE(S)

PART I - THE SCHEDULE

26. NAME OF CONTRACTING OFFICER (Type or print) 27. UNITED STATES OF AMERICA 28. AWARD DATE

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

77 - 95

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND, SEA 02

1333 ISAAC HULL AVE. S.E.

BLDG. 197

WASHINGTON DC 20376

FAX:

TEL:

FAX:

TEL:

NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "bidder".

SOLICITATION

96 - 97

6. REQUISITION/PURCHASE NO.

N0002420NR99504

5. DATE ISSUED

05 Jan 2021

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002420R6405

05:00PM 05 Feb 2021

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

5 Each

Hammerhead Prototype

CPFF

Articles and Containers For Government Testing NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002420NR99504

PSC CD: 1075

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

1 Each

Test Support Equipment

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

10 Each

Peculiar Support Equipment

CPFF

(See Notes A & B)

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

2 Each

Interface Test Asset

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

Hammerhead Mass Model - All Up Round

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

Hammerhead Mass Model Modules

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

Physical Fit Check Model

CPFF

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

1 Lot

Provisioning Item Order

FFP

NTE: $7,000,000 (See Note D) FOB: Destination

NET AMT

Provisioning Item Order

CPFF

NTE: $13,000,000 (See Note D) FOB: Destination

Data Data CDRL Exhibit A (NSP) FOB: Destination

Interactive Electronic Technical Manual Data CDRL Exhibit B (NSP)

Provisioning Technical Documentation Data CDRL Exhibit C (NSP)

Technical Data Package Data CDRL Exhibit D (NSP)

80 Each

OPTION Hammerhead Prototype

CPFF

Articles and Containers (See Note A & B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

OPTION Training Assets

FFP

(See Note B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

3,333 Labor Hours

OPTION Engineering Services

CPFF

(See Notes B & C) FOB: Origin (Shipping Point)

PSC CD: R425

(See Notes B & C) FOB: Origin (Shipping Point)

(See Notes B & C) FOB: Origin (Shipping Point)

OPTION Support for Engineering Services

COST

See Note B FOB: Destination

1 Each

OPTION Data Rights License Upgrade Option

FFP

See Notes B and E

PSC CD: 1351

OPTION Hammerhead System & Shipping Containers

FPI

(See Notes A and B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

OPTION Peculiar Support Equipment

FPI

(See Notes A and B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

TOTAL TARGET PRICE

CEILING PRICE

7,000 Labor

(See Note B & C) FOB: Origin (Shipping Point)

COST

See Note B FOB: Destination

OPTION Interface Test Asset

FFP

(See Note B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

OPTION Hammerhead System & Shipping Containers

FPI

(See Notes A and B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

TOTAL TARGET PRICE

CEILING PRICE

OPTION Peculiar Support Equipment

FPI

(See Notes A and B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

TOTAL TARGET PRICE

CEILING PRICE

7,000 Labor

(See Note B & C) FOB: Origin (Shipping Point)

COST

See Note B FOB: Destination

OPTION Interface Test Asset

FFP

(See Note B) NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination

NOTES

NOTE A - The Government may unilaterally exercise a given CLIN more than once, prior to the latest option exercise date, identified in clause 52.217-7 (Section I, herein) for that CLIN and up to the total quantity listed. If an option CLIN is exercised more than once within ninety (90) days, the unit price for that CLIN shall be unilaterally modified to reflect the appropriate stepladder unit price for the entire quantity purchased for that CLIN. Exercising options will only result in quantity increase for given CLINs. The following hypothetical example illustrates how pricing will be adjusted if a given CLIN is unilaterally exercised more than once:

CLIN 9999

Step-ladder Quantity

Unit Price

100 – 200 $150 201 – 300 $120 301 – 400 $100

First exercise of option CLIN 9999: quantity of 150 at a unit price of $150 each for an extended price of $22,500 (=150*$150) funded on CLIN 9999.

Second exercise of option CLIN 9999: quantity of 200. The second exercised quantity of 200 plus the first exercised quantity of 150 equates to 350 in total for CLIN 9999.

The unit price for 350 units is $100, thereby making the extended total price $35,000 (=350*$100). Therefore, the unit price for CLIN 9999 would be unilaterally adjusted in accordance with Note A to reflect a quantity of 350 at a unit price of $100 with an extended price of $35,000.

For quantity increases not occurring within a 90-day period of when other quantities are exercised under the line item, the Government will use unit pricing from the stepladder pricing applicable to the quantity of hardware being added and the pricing of previous quantities under said line item shall not change.

The Contractor shall complete the following tables:

STEPLADDER PRICING FOR COST-PLUS-FIXED-FEE ITEMS

ITEM 0003 STEP

NUMBER QTY BAND UNIT TARGET

COST

UNIT TARGET

FEE

UNIT TARGET

PRICE

Base Period 1 Qty 1-5 2 Qty 6-10

Hammerhead Prototype Articles and Containers

ITEM 0014 STEP

NUMBER

QTY

BAND UNIT TARGET COST UNIT TARGET FEE UNIT TARGET PRICE

Base Period

1 Qty 1-19

2 Qty 20-

3 Qty 41-

4 Qty 61-

STEPLADDER PRICING FOR FIXED-PRICE INCENTIVE ITEMS

Period CLIN STEP

NUMBER

QTY

BAND

UNIT

TARGET

COST

UNIT

TARGET

PROFIT

UNIT

TARGET

PRICE

UNIT CEILING PRICE

(120% OF TARGET

COST)

ABOVE /

BELOW

TARGET

SHARE

RATIO

Option Year 1 0101

1 Qty 1-19 50/50

2 Qty 20-40 50/50

3 Qty 41-60 50/50

4 Qty 61-80 50/50

Option Year 2 0201

1 Qty 1-19 50/50

2 Qty 20-40 50/50

3 Qty 41-60 50/50

4 Qty 61-80 50/50

Hammerhead System and Shipping Containers

Period CLIN STEP

NUMBER

QTY

BAND

UNIT

TARGET

COST

UNIT

TARGET

PROFIT

UNIT

TARGET

PRICE

UNIT CEILING PRICE

(120% OF TARGET

COST)

ABOVE /

BELOW

TARGET

SHARE

RATIO

Option Year 1 0100

1 Qty 1-19 50/50

2 Qty 20-40 50/50

Option Year 2 0200

1 Qty 1-19 50/50

2 Qty 20-40 50/50

NOTE B - Option item to which the option clause in SECTION I applies and which is to be supplied only if and to the extent said option is exercised.

NOTE C –Engineering Services The Contractor shall furnish Item (if Options are exercised) 0016, 0017, 0018, 0102, and 0202 in accordance with issued Technical Instructions (TI).

NOTE D – Provisioned Item Orders (PIO) (Applicable to CLINs 0008 and 0009) Orders may be placed under these PIO CLINs up to the maximum combined value of $20,000,000.00, and as identified in the CLIN descriptions. Periodically, Provisioned Items Orders (PIOs) may be placed against the PIO line item and the cost base thereof shall be negotiated by the parties to the contract prior to establishing Firm Fixed Price or Cost Plus Fixed Fee for each order. The profit percentage is hereby established to be ___% (to be filled in by Offeror) for FFP PIO CLINs and the fee percentage for CPFF PIO CLINs established to be ___% (to be filled in by Offeror), and shall be multiplied by the cost base (less FCCOM) at the establishment of each order.

NOTE E - CLIN 0020 – Data Rights License Upgrade Option If the Offeror so chooses, the Offeror shall fill this in with their proposed cumulative price for those license rights which the Offeror is willing to license in accordance with Section L. The cumulative Data Rights License Upgrade Option price is a summation of the Section J series of Attachments 9B, 10B and 11B.

CLAUSES INCORPORATED BY FULL TEXT

B-215-H002 REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA) (OCT 2018)

(a) In the event that the price of a spare part or item of support equipment delivered under this contract significantly exceeds its intrinsic value, the Contractor agrees to refund the difference. Refunds will not be made to recoup the amount of cost decreases that occur over time due to productivity gains (excluding economic purchase quantity considerations) or changes in market conditions.

(b) For purposes of this requirement, the intrinsic value of an item is defined as follows:

(1) If the item is one which is sold or is substantially similar or functionally equivalent to one that is sold in substantial quantities to the general public, intrinsic value is the established catalog or market price, plus the value of any unique requirements, including delivery terms, inspection, packaging, or labeling.

(2) If there is no comparable item sold in substantial quantities to the general public, intrinsic value is defined as the price an individual would expect to pay for the item based upon an economic purchase quantity as defined in FAR 52.207-4, plus the value of any unique requirements, including delivery terms, inspection, packaging or labeling.

(c) At any time up to two years after delivery of a spare part or item of support equipment, the Contracting Officer may notify the Contractor that based on all information available at the time of the notice, the price of the part or item apparently exceeds its intrinsic value.

(d) If notified in accordance with paragraph (c) above, the Contractor agrees to enter into good faith negotiations with the Government to determine if, and in what amount, the Government is entitled to a refund.

(e) If agreement pursuant to paragraph (d) above cannot be reached, and the Navy's return of the new or unused item to the Contractor is practical, the Navy, subject to the Contractor's agreement, may elect to return the item to the Contractor.

Upon return of the item to its original point of Government acceptance, the Contractor shall refund in full the price paid.

If no agreement pursuant to paragraph (d) above is reached, and return of the item by the Navy is impractical, the Contracting Officer may, with the approval of the Head of the Contracting Activity, issue a Contracting Officer's final decision on the matter, subject to Contractor appeal as provided in the "Disputes" clause (FAR 52.233-1).

(f) The Contractor shall make refunds, as required under this requirement, in accordance with instructions from the Contracting Officer.

(g) The Contractor shall not be liable for a refund if the Contractor advised the Contracting Officer in a timely manner that the price it would propose for a spare part or item of support equipment exceeded its intrinsic value, and with such advice, specified the estimated proposed price, the estimated intrinsic value and known alternative sources or item, if any, that can meet the requirement.

(h) This requirement does not apply to any spare parts or items of support equipment whose price is determined through adequate price competition. This requirement also does not apply to any spare part or item of support equipment if the Contractor submitted, and certified the currency, accuracy and completeness of, cost or pricing data applicable to the item.

(End of text)

B-216-H006 FEE TABLE (NAVSEA) (MAR 2019)

Labor CLIN Labor Hours Cost Per Hour*

Fee Rate Per Hour*

Loaded Hourly Rate

*The offeror shall divide the proposed fee for each CLIN by the quantity of labor hours indicated to complete the table. Fee is calculated based on cost less FCCOM; if FCCOM is proposed, necessary columns may be added.

In the event of any inconsistency between the above table and the CLIN pricing, the CLIN pricing shall take precedence.

B-227-H001 PROVISIONING TECHNICAL DOCUMENTATION – WITHHOLDING OF PAYMENT

(NAVSEA) (OCT 2018)

(a) For the purpose of paragraph (c) of the "Progress Payments" clause of this contract, if included, the requirement that the Contractor develop and deliver Provisioning Technical Documentation (PTD) is considered to be a "material requirement of this contract," and Contractor failure to make adequate progress in the development of PTD, or to deliver acceptable PTD on a timely basis, may result in reduction or suspension of Progress Payments as provided in said paragraph.

(b) The PTD is considered to be a part of the "Technical Data" specified to be delivered under this contract for the purposes of the "Technical Data--Withholding of Payment" (DFARS 252.227-7030) clause. The terms and conditions of the clause entitled "Limitation On Withholding of Payments (FAR 52.232-9), if included in this contract, shall not apply to withholding of payment for failure to make timely delivery of the PTD or delivery of deficient PTD.

B-231-H001 TRAVEL COSTS (NAVSEA) (OCT 2018)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its actual travel costs in accordance with FAR 31.205-46. The travel costs to be reimbursed shall be those costs for which the Contractor has maintained appropriate documentation and which have been determined to be allowable, allocable, and reasonable by the Procuring Contracting Officer, Administrative Contracting Officer, or their duly authorized representative.

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

(c) Relocation costs and travel costs incidental to relocation are allowable to the extent provided in FAR 31.205-35;

however, Procuring Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incidental to relocation.

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

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

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

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

B-232-H003 PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (OCT 2018)

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

(b) The Government shall make payments to the Contractor, subject to and per the clause in this contract entitled "Fixed Fee" (FAR 52.216-8) or "Incentive Fee", (FAR 52.216-10), as applicable. Such payments shall be equal to percent ( ) (Offeror to fill in) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled "Allowable Cost And Payment" (FAR 52.216-7), subject to the withholding terms and conditions of the "Fixed Fee" or "Incentive Fee" clause, as applicable (percentage of fee payable is based on fee dollars divided by estimated cost dollars including facilities capital cost of money). Fee shall not be applied on Facilities Capital Cost of Money per FAR 15.404-4(c)(3) and DFARS 215-404-71-4. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

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

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

Applicable CLINs: 0001, 0002, 0003, 0004, 0005, 0006, 0007, 0009, 0014

B-232-H005 PAYMENTS OF FEE(S) (LEVEL OF EFFORT)--ALTERNATE I (NAVSEA) (OCT 2018)

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

(b) The Government shall make payments to the Contractor, subject to and per the clause in this contract entitled "Fixed Fee" (FAR 52.216-8) or "Incentive Fee", (FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "Allowable Cost and Payment" (FAR 52.216-7), subject to the withholding terms and conditions of the "Fixed Fee" or "Incentive Fee" clause, as applicable. Fee paid per hour shall be based on total fee dollars divided by total hours to be provided. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

Applicable CLINs: 0016, 0017, 0018, 0102, 0202

B-232-H006 LIMITATION OF COST OR LIMITATION OF FUNDS CLARIFICATION (NAVSEA) (OCT 2018)

The clause entitled "Limitation of Cost" (FAR 52.232-20) or "Limitation of Funds" (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost.

Applicable CLINs: 0001, 0002, 0003, 0004, 0005, 0006, 0007, 0009, 0014, 0016, 0017, 0018, 0019, 0102, 0103, 0202, 0203

Section C - Descriptions and Specifications

Item 0001 – Hammerhead Prototype Articles for Government Testing – The Contractor shall develop, fabricate, assemble, test, and deliver the Hammerhead Prototype Articles, and associated shipping containers in accordance with Attachment J-1 Statement of Work (SOW), Attachment J-2 System Performance Specification (SPS), and Attachment J-3 Interface Requirements Specifications (IRS).

Item 0002 – Test Support Equipment (Communications) – The Contractor shall fabricate, assemble, check out, and deliver Test Support Equipment in accordance with Attachment J-1 Statement of Work (SOW), Attachment J-2 System Performance Specification (SPS), and Attachment J-3 Interface Requirements Specifications (IRS).

Item 0003, 0101 and 0201 – Peculiar Support Equipment – The Contractor shall fabricate, assemble, test, and deliver Peculiar Support Equipment in accordance with Attachment J-1 Statement of Work (SOW) and Attachment J-4 Peculiar Support Equipment List.

Item 0004, 0104 and 0204–Interface Test Asset – The Contractor shall fabricate, assemble, test, and deliver a "Hammerhead in a Box" to allow for electric interface checks with deployment platforms and effectors in accordance with Attachment J-1 Statement of Work (SOW).

Item 0005 – Hammerhead Mass Model – All Up Round – The Contractor shall provide a System Level Physical Representative Model including mass, moment, center of buoyancy, and center of gravity; non-functional in accordance with Attachment J-1 Statement of Work (SOW).

Item 0006 – Hammerhead Mass Model – Module – The Contractor shall provide an Module Level Physical Representative Model, including mass, moment, center of buoyancy, and center of gravity; non-functional in accordance with Attachment J-1 Statement of Work (SOW).

Item 0007 – Physical Fit Check Model – The Contractor shall provide a Physical Fit Check Model for use in payload integration module and PHS&T fit checks; representative of shape but not of mass, moment, center of buoyancy, or center of gravity; may not represent all features but only key physical interface features in accordance with Attachment J-1 Statement of Work (SOW).

Items 0008 and 0009 – Provisioning Item Order – If issued, orders under this line item shall be IAW the requirements of Section C clause HQ 217-C-H001 Provisioned Items Orders. Pricing will be set forth on each order as FFP (0008) or CPFF (0009) as determined by the government.

Item 0010 – Data for –All CLINs – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit A, attached hereto.

Item 0011 – Interactive Electronic Manual (IETM) – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit B, attached hereto.

Item 0012– Provisioning Technical Documentation – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit C, attached hereto.

Item 0013– Technical Data Package– The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit D, attached hereto.

Item 0014 – Hammerhead Prototype Articles – The Contractor shall, fabricate, assemble, test, and deliver the Hammerhead Prototype Articles, and associated shipping containers in accordance with Attachment J-1 Statement of Work (SOW), Attachment J-2 System Performance Specification (SPS), and Attachment J-3 the Interface Requirements Specifications (IRS).

Item 0015 – Training Assets – The Contractor shall provide Training Assets of initial shapes for load training, classroom training, and EOD training, in accordance with Attachment J-1 Statement of Work (SOW).

Items 0016-0018, 0102 and 0202 – Engineering Services –The Contractor shall perform engineering support services on a level-of-effort basis in accordance with the Statement of Work.

Items 0019, 0103 and 0203 – Support for Engineering Services – Travel and Material – The Contractor shall be reimbursed for its reasonable actual subsistence and transportation costs incurred in the performance of the related engineering services item(s) in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCMA.

Item 0020 – Data Rights License Upgrade Option If exercised, the Contractor shall grant the corresponding Data Rights license for each item of Technical Data (TD), Computer Software (CS), and Computer Software Documentation (CSD) identified on Attachments 9B, 10B and 11B. Following option exercise, the Contractor shall deliver all future data submittals with markings and legends consistent with the rights furnished hereunder.

The data to be furnished hereunder shall be prepared in accordance with C-227-H006 DATA REQUIREMENTS

(NAVSEA) (OCT 2018).

Items 0100 and 0200 –Hammerhead System and Shipping Containers – The Contractor shall fabricate, assemble, check out, and deliver the Hammerhead systems, including associated shipping containers ,in accordance with Attachment J-1 Statement of Work (SOW), Attachment J-2 System Performance Specification (SPS), and Attachment J-3 Interface Requirements Specifications (IRS) and the Government approved TDP delivered under

CLIN 0001.

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

(OCT 2018)

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

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

(1) The support contractor not disclose any information;

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

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

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

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

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

C-211-H016 SPECIFICATIONS AND STANDARDS (NAVSEA) (OCT 2018)

(a) Definitions.

(i) A "zero-tier reference" is a specification, standard, or drawing that is cited in the contract (including its attachments).

(ii) A "first-tier reference" is either: (1) a specification, standard, or drawing cited in a zero-tier reference, or (2) a specification cited in a first-tier drawing.

(b) Requirements. All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only unless specifically identified below.

None

C-211-H017 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (DEC 2018)

The contractor may request that this contract be updated to include the current version of the applicable specification or standard if the update does not affect the form, fit or function of any deliverable item or increase the cost/price of the item to the Government. The contractor should submit update requests to the Procuring Contracting Officer with copies to the Administrative Contracting Officer and cognizant program office representative for approval. The contractor shall perform the contract in accordance with the existing specifications and standards until notified of approval/disapproval of its request to update by the Procuring Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

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

Approval by the Government as required under this contract and applicable specifications shall not relieve the Contractor of its obligation to comply with the specifications and with all other requirements of the contract, nor shall it impose upon the Government any liability it would not have had in the absence of such approval.

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

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

N00024-20-R-6405.

(b) At the sole discretion of the Government, the technical volume(s) of the Contractor's proposal is(are) hereby incorporated, in whole or in part, by reference and made subject to the "Order of Precedence" (FAR 52.215-8) clause of this contract. Under the "Order of Precedence" clause, the technical volume(s) of the Contractor's proposal referenced herein is (are) hereby designated as item (f) of the clause, following "the specifications" in the order of precedence.

C-217-H001 PROVISIONED ITEMS ORDERS--BASIC (NAVSEA) (OCT 2018)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders will be placed by the Contracting Officer, Provisioning Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation of Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "Contract Definitization" (DFARS 252.217- 7027) shall be included in any undefinitized order.

(d) Rejection of Unilateral Orders. The Contractor may reject any unilateral order if the Contractor determines that it cannot feasibly perform the order, or if the Contractor does not concur with the maximum ceiling amount.

However, each unilateral order shall be deemed to have been accepted by the Contractor unless within fifteen days of issuance of the order, the Contractor notifies the Contracting Officer in writing of its rejection of the order.

(e) Definitization of Undefinitized Orders. (1) The Contractor agrees that following the issuance of an undefinitized order, it will promptly begin negotiating with the Contracting Officer the price and terms of a definitive order that will include: (A) all clauses required by regulation on the date of the order; (B) all clauses required by law on the date of execution of the definitive order; and, (C) any other mutually agreeable clauses, terms and conditions. No later than sixty (60) days after the undefinitized order is issued, the Contractor agrees to submit a cost proposal with sufficient data to support the accuracy and derivation of its price; and, when required by FAR, cost or pricing data. If additional cost information is available prior to the conclusion of negotiations, the Contractor shall provide that information to the Contracting Officer. The price agreed upon shall be set forth in a bilateral modification to the order. In no event shall the price exceed the maximum ceiling amount specified in the undefinitized order.

(2) Each undefinitized order shall contain a schedule for definitization which shall include a target date for definitization and dates for submission of a qualifying proposal, beginning of negotiations and, if appropriate, submission of make-or-buy and subcontracting plans and cost or pricing data. Submission of a qualifying proposal in accordance with the definitization schedule is a material element of the order. The schedule shall provide for definitization of the order by the earlier of:

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order.

However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

(ii) the date on which the amount of funds expended by the Contractor under the undefinitized order exceed fifty percent (50%) of the order's maximum ceiling amount, except as provided in subparagraph (f)(3) below.

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph (e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.4 and Part 31 of the FAR, and issue a unilateral order subject to Contractor appeal as provided in the "Disputes" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "Limitation of Government Liability" clause (FAR 52.216-24).

(f) Limitation of Government Liability. (1) Each undefinitized order shall set forth the limitation of Government liability, which shall be the maximum amount that the Government will be obligated to pay the Contractor for performance of the order until the order is definitized. The Contractor is not authorized to make expenditures or incur obligations exceeding the limitation of Government liability set forth in the order. If such expenditures are made, or if such obligations are incurred, they will be at the Contractor's sole risk and expense. Further, the limitation of Government liability shall be the maximum Government liability if the order is terminated. The "Limitation of Government Liability" clause shall be included in any undefinitized order.

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph (f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the Government has obligated fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

(g) Initial Spares. The limitations set forth in paragraph (c) and subparagraphs (e)(2), (f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of initial spares.

(h) Terminal Date for Placement of Orders. The Contractor shall not be obligated to accept any orders placed hereunder beyond 180 days after delivery of the last end item.

(i) Segregation of Costs. The Contractor shall segregate the costs of performance of each undefinitized order from the cost of any other work performed by the Contractor.

C-223-W001 ACCIDENT REPORTING (NAVSEA) (OCT 2018)

(a) In accordance with DFARS 252.223-7002 (d), the Contractor shall immediately notify the Administrative Contracting Officer (ACO) and Procuring Contracting Officer (PCO) following an accident or incident. Also, the Contractor shall provide a written report within (insert number of days) days of the accident or incident containing, at a minimum, the following:

(1) Location, date and local time of the occurrence;

(2) Category of accident (fire, explosion, natural disaster, etc.);

(3) Identification of equipment, material and type of activity involved;

(4) Contract number;

(5) Procuring activity (name of PCO and ACO);

(6) Narrative of occurrence, including cause(s), if known;

(7) Personnel involved and degree of injury, if any. Specify whether Contractor and/or Government personnel;

(8) Assessment of damage. Estimate in dollars for contractor and/or government owned material, property, equipment;

(9) Was a news release made? If so, by whom? If not, will a news release be made?

(10) Was a request made for any assistance?

(11) Will there be any effect on production? If so, explain in detail.

(12) Corrective action taken, if any.

(13) Name and title of person submitting this report.

(b) The Contractor shall forward weekly written reports to the ACO and PCO until the accident or incident no longer affects production or when contract deliveries are on schedule.

C-223-W002 ON-SITE SAFETY REQUIREMENTS (NAVSEA) (OCT 2018)

(a) The contractor shall ensure that each contractor employee reads any necessary safety documents within 30 days of commencing performance at any Government facility. Required safety documents can be obtained from the respective safety office. Contractors shall notify the Safety office points of contact below to report completion of the required training via email. The email shall include the contractor employee’s name, work site, and contract number.

(b) It is expected that contractor employees will have received training from their employer on hazards associated with the areas in which they will be working and know what to do in order to protect themselves. Contractors are required to adhere to the requirements of 29 CFR 1910, 29 CFR 1926 and applicable state and local requirements while in Government spaces. The contractor shall ensure that all on-site contractor work at the Government facility is in accordance with any local safety instructions as provided via the COR. The contractor shall report all work-related injuries/illnesses that occurred while working at the Government site to the COR.

(c) Contractors whose employees perform work within Government spaces in excess of 1000 hours per calendar quarter during a calendar year shall submit the data elements on OSHA Form 300A, Summary of Work Related Injuries and Illnesses, for those employees to the safety office, via the COR by 15 January for the previous calendar year, even if no work related injuries or illnesses occurred. If a contractor’s injury/illness rates are above the Bureau of Labor Statistics industry standards, a safety assessment may be performed by the Safety Office to determine if any administrative or engineering controls can be utilized to prevent further injuries/illnesses, or if any additional Personal Protective Equipment or training will be required.

(d) Any contractor employee exhibiting unsafe behavior may be removed from the Government site. Such removal shall not relieve the contractor from meeting its contractual obligations and shall not be considered an excusable delay as defined in FAR 52.249-14.

(e) The Safety Office points of contacts are as follows:

Jason Jones, PMS 495

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

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

(End of Text)

C-227-H007 SOFTWARE DEVELOPMENT REQUIREMENTS (NAVSEA) (OCT 2018)

(a) The contractor shall define a general Software Development Plan (SDP) appropriate for the computer software effort to be performed under this contract. The SDP shall be delivered to the Government for concurrence under CDRL A019 and shall not vary significantly from that proposed to the Government for evaluation for award. The contractor shall follow the Government concurred with SDP for all computer software to be developed or maintained under this effort. Any changes, modifications, additions or substitutions to the SDP also require prior Government concurrence.

(b) The SDP shall, at a minimum:

(1) Define the contractor's proposed life cycle model and the processes used as a part of that model. In this context, the term "life cycle model" is as defined in IEEE Std. 12207:2017;

(2) Contain the information defined by ISO/IEC/IEEE 15289:2017, section 7.3 “Plan - generic content” and Table 2 “Mapping of ISO/IEC 12207:2008 (IEEE Std. 12207:2008) Clauses to Information Items for Each Software Life Cycle Process.” In all cases, the level of detail shall be sufficient to define all software development processes, activities, and tasks to be conducted for this contract;

(3) Identify the specific standards, methods, tools, actions, strategies, and responsibilities associated with development and qualification;

(4) Document all processes applicable to the system to be acquired, including the Primary, Supporting, and Organizational life cycle processes as defined by IEEE Std. 12207:2017 as appropriate. Such processes shall be equivalent to those articulated by CMMI®;

(5) Adhere to the characteristics defined in ISO/IEC/IEEE 15289:2017 section 6.1 “Life-cycle data characteristics,” as appropriate;

(6) Be in accordance with the framework defined in IEEE Std. 12207:2017, including, but not limited to, defining the processes, the activities to be performed as a part of the processes, the tasks which support the activities, and the techniques and tools to be used to perform the tasks;

(7) Contain a level of information sufficient to allow the use of the SDP as the full guidance for the developers. In accordance with ISO/IEC/IEEE 15289:2017 Section 7.3, such information shall at a minimum contain, specific standards, methods, tools, actions, reuse strategy, and responsibility associated with the development and qualification of all requirements, including safety and security.

C-227-H008 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA) (DEC 2018)

(a) The contractor shall actively participate in the Government Industry Data Exchange Program in accordance with the GIDEP Operations Manual, S0300-BT-PRO-010. The contractor shall submit information concerning critical or major nonconformances, as defined in FAR 46.407/DFARS 246.407, to the GIDEP information system.

(b) The contractor shall insert paragraph (a) of this clause in any subcontract when deemed necessary. When so inserted, the word "contractor" shall be changed to "subcontractor."

(c) The contractor shall, when it elects not to insert paragraph (a) in a subcontract, provide the subcontractor any GIDEP data which may be pertinent to items of its manufacture and verify that the subcontractor utilizes any such data.

(d) The contractor shall, whether it elects to insert paragraph (a) in a subcontract or not, verify that the subcontractor utilizes and provides feedback on any GIDEP data that may be pertinent to items of its manufacture."

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

GIDEP Operations Center P.O. Box 8000 Corona, CA 92878-8000 Phone: (951) 898-3207

FAX: (951) 898-3250

Internet: http://www.gidep.org

C-227-H013 REPORTING THE…