N00024-22-R-5104.docx

N0002422R5104

Section B - Supplies or Services and Prices

CLIN Number 0001

VTB Modules

FFP

NOTES: A, B, D

FOB: Destination

PSC CD: 6940

NET AMT

CLIN Number 0002

Voice Matrix

NOTES: A, B, D

NET AMT

CLIN Number 0003

T-junctions

NOTES: A, B, D

NET AMT

CLIN Number 0004

Engineering & Technical Support

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0005

COST

NOTES: B, C

CLIN Number 0006

COST

NOTES: B, C

CLIN Number 0007

Data CDRLs

DATA is Not Separately Priced (NSP)

NET AMT

CLIN Number 0008

First Article Units

VTB, Voice Matrix and T-junction

NOTE: D

NET AMT

CLIN Number 0009

VTB Modules Test Fixtures

1 VTB, 1 Voice Matrix, 1 T-junction Test Fixtures

NOTE: B

FOB: Origin (Shipping Point)

NET AMT

CLIN Number 1001

FFP

NOTES: A, B, D

NET AMT

CLIN Number 1002

FFP

NOTES: A, B, D

NET AMT

CLIN Number 1003

FFP

NOTES: A, B, D

NET AMT

CLIN Number 1004

CPFF

NOTE: B

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 1005

COST

NOTES: B, C

CLIN Number 1006

CLIN Number 2001

FFP

NOTES: A, B, D

NET AMT

CLIN Number 2002

FFP

NOTES: A, B, D

NET AMT

CLIN Number 2003

FFP

NOTES: A, B, D

NET AMT

CLIN Number 2004

CPFF

NOTES: B

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 2005

CLIN Number 2006

COST

NOTES: B, C

CLIN Number 3001

FFP

NOTES: A, B, D

NET AMT

CLIN Number 3002

FFP

NOTES: A, B, D

NET AMT

CLIN Number 3003

FFP

NOTES: A, B, D

NET AMT

CLIN Number 3004

CPFF

NOTE: B

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 3005

COST

NOTES: B, C

CLIN Number 3006

COST

NOTES: B, C

CLIN Number 4001

FFP

NOTES: A, B, D

NET AMT

CLIN Number 4002

FFP

NOTES: A, B, D

NET AMT

CLIN Number 4003

FFP

NOTES: A, B, D

NET AMT

CLIN Number 4004

CPFF

NOTE: B

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 4005

COST

NOTES: B, C

CLIN Number 4006

COST

NOTES: B, C

SECTION B NOTES

NOTE A

Tables 1, 2 and 3 below establish stepladder pricing for Option CLINs 0001, 0002, 0003, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, and 4003. The Section B amounts will be established through unilateral modification in accordance with Section I clause 52.217-7 and the stepladder pricing in the tables below. The Government may procure a selection of the items identified in the tables below. Furthermore, the Government has the right to unilaterally increase the quantity procured for each of the specific hardware items identified in the tables (Option CLINs 0001, 0002, 0003, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003) as long as it occurs before the latest option exercise date stated under Section I clause 52.217-7. If a quantity increase for a specific hardware item occurs within a 60-day period of other quantities procured for that item, then pricing for the total quantity procured for that specific hardware item within this 60-day period shall be adjusted to the unit price from the stepladder pricing tables below for the total quantity procured of that item. Conversely, for quantity increases of a specific hardware item not occurring within a 60-day period, the Government will utilize the unit pricing from the stepladder pricing tables below applicable to the quantity of each specific hardware item and the pricing of previous quantities procured of each hardware item shall not change. For funding and administrative purposes, at the time of option exercise and quantity purchase increases, the Contracting Officer may unilaterally establish separately priced contract line items (CLINs) or subcontract line items (SLINs). The Section B firm-fixed-price (FFP) amount and the funding provided in each modification will be unilaterally established based on the stepladder pricing in the tables below. Therefore, the final unit price of any specific item will be based on the total number of units procured for that item within that 60-day timeframe. The Government will retain the unilateral right to amend issued modifications at the final unit price.

Table 1 - VTB

QTY

CLIN

1 - 60

1 - 60

1 - 60

1 - 60

1 - 60

61 - 120

61 - 120

61 - 120

61 - 120

61 - 120

121-180

121-180

121-180

121-180

121-180

181-240

181-240

181-240

181-240

181-240

241-300

241-300

241-300

241-300

241-300

301-360

301-360

301-360

301-360

301-360

361-420

361-420

361-420

421-480

421-480

421-480

Table 2 - VOICE MATRIX

QTY

CLIN

1 - 60

1 - 60

1 - 60

1 - 60

1 - 60

61 - 120

61 - 120

61 - 120

61 - 120

61 - 120

121-180

121-180

121-180

121-180

121-180

181-240

181-240

181-240

181-240

181-240

241-300

241-300

241-300

241-300

241-300

301-360

301-360

301-360

301-360

301-360

361-420

361-420

361-420

421-480

421-480

421-480

Table 3 - T-JUNCTION

QTY

CLIN

1 - 60

1 - 60

1 - 60

1 - 60

1 - 60

61 - 120

61 - 120

61 - 120

61 - 120

61 - 120

121-180

121-180

121-180

121-180

121-180

181-240

181-240

181-240

181-240

181-240

241-300

241-300

241-300

241-300

241-300

301-360

301-360

301-360

301-360

301-360

361-420

361-420

361-420

421-480

421-480

421-480

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

Other direct costs (ODCs) and Travel associated with CLINs 0004, 1004, 2004, 3004, and 4004 are to be included on a cost-only basis (non-fee-bearing), allocable to CLINs 0005, 0006, 1005, 1006, 2005, 2006, 3005, 3006, 4005, 4006 respectively. See FAR 16.302 for a description of this cost-only contract type.

NOTE D

In the event of a Contractor First Article Unit Test (FAUT) failure, the Government shall retain the unilateral right to extend the Option Exercise dates extending beyond the time of a successful FAUT.

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-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-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.

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.

1.0 SCOPE/BACKGROUND

This Statement of Work (SOW) defines the requirements for VTB/VOICE MATRIX/T-JUNCTION components production, engineering and other services in support of Program Executive Office Integrated Warfare Systems (PEO) IWS 1IT and Combat Direction Support Activity Dam Neck (CDSA DN). The VTB, J-Junction, and Voice Matrix modules are components of the VTBeSR communications system. The Contractor shall provide integrated training systems production, systems engineering, hardware procurement, software installation, testing, maintenance, warehousing, repair, logistics and documentation as required for US Navy Ships and Shore Sites and FMS Ships and Shore Sites. The US Navy has a requirement to conduct high fidelity Combat System Element (CSE) training, in various environments, encompassing individual watch-station training, within the lifelines unit-level training, integrated warfare commander training, strike group training and coalition/joint training. PEO IWS 1IT has been tasked to provide production units to support these training requirements. The VTB, Voice Matrix and T-junction modules will be provided to the Government for final production and acceptance testing prior to installation on naval vessels and at selected shore sites. See Section F for delivery details.

2.0 APPLICABLE DOCUMENTS FOR INCORPORATION AND REFERENCE

The following documents are applicable to the tasks described herein and are for use by the Contractor as required in the fulfillment of the Statement of Work. Those documents identified as Mandatory take precedence over those documents identified as Guidance should there be a conflict between the two (2).

* Offerors are advised that the latest effective date of the documents and references below are to be used.

C.2.1 Department of Defense Documents

X

X

X

X

X

X

C.2.2 Commercial Specifications

X

MIL-PRF-55110

X

31032 GI 8-layer

X

AS9100D with ISO 9001:2015

X

Availability of Documents

Copies of military handbooks, instructions, standards and specifications and DoD adopted non-Government standards may be obtained in accordance with Federal Acquisition Regulation (FAR) Subpart 52.211-2. Copies of specifications, standards, and data item descriptions cited in this solicitation, if listed in the DoD Index of Specifications and Standards (DoDISS) or the Acquisition Management Systems and Data Requirements Control List, DoD 5010.12-L (Dec 2003) may be obtained from:

(a) ASSIST database (https://assist.dla.mil/online/start/)

(b) DoD issuances (http://www.dtic.mil/whs/directives/)

(c) DON issuances (http://doni.daps.dla.mil/default.aspx)

(d) PEO IWS documents (Please email the COR)

(e) By submitting a request to the Department of Defense Single Stock Point (DoDSSP) Building 4, Section D 700 Robbins Avenue Philadelphia, PA 19111-5094

(f) Naval Systems Data Support Activity (NSDSA) website at: https://nsdsa2.phdnswc.navy.mil/

(g) DoD Information Technology Standards Registry; https://disronline.disa.mil

Copies of non-Government publications not listed in the DoDISS may be obtained from the respective industry association.

Note: Document Precedence In the event of conflict between the Incorporation and Guidance documents in the preceding paragraphs, the order of precedence shall be the Incorporation documents and then any other reference document(s).

Section C - Descriptions and Specifications

C.3.0 REQUIREMENTS

C.3.1 General Requirements- Program Management - Applicable to all CLINs and if exercised option CLINs.

The Contractor shall perform program management functions to ensure all the contract requirements are met. Program management functions include, but are not limited to, manage and maintain DD Form 1423 to ensure compliance with development and delivery requirements; maintain information liaison with all stakeholders; track and maintain records of direction and authorization from Contracting Officers Representative (COR), Alternate Contracting Officers Representative (ACOR), Program Management Office (PMO), Procuring Contracting Officer (PCO) and Administrative Contracting Officer (ACO); development and tracking of cost data as a management element of the program; produce and deliver inspection and test records; provide and maintain a quality management system; maintain auditable records of all costs charged to this contract; manage production flow to ensure delivery requirements are met; manage execution of the Technical Instructions; manage contract funding to ensure that appropriations are expended in an allowable manner and Limitation of Funds and Cost Clauses are followed; manage data call responses; maintain and keep account of all GFP and GFI to ensure records and disposition are accurate; and ensure management practices as necessary to execute this contract in a cost effective and professional manner.

The Contractor shall provide and maintain a Quality Management System (QMS) that meets or exceeds those standards identified by MIL-PRF-31032 GF Hybrid 18 Layer standards, MIL-PRF-55110 standards, 31032 GI 8-layer standards, AS9100D with ISO 9001:2015 standards, and PCB Board UL - USA standards.

The Contractor shall provide and maintain a Contractor Counterfeit Electronic Part Detection and Avoidance System that meets or exceeds those standards identified in DFARS 246.870-3, DFARS 231.205-71, DFARS 252.246-7007, DFARS 252.246-7008, and DFARS 252.244-7001.

The Government reserves the right to attend meetings between the prime and any of its subcontractors or vendors.

The Contractor shall plan to host a one-day Post Award Kickoff Meeting. The Contractor shall participate in semi-annual program reviews.

Deliverables In Accordance With (IAW) CDRLs A001, A002, A003, A004, A007, A012, A014, A015, A017, and A018.

C.3.2 First Article Unit – Applicable to CLIN 0008 Deliverables IAW CDRLs A014, A015 and A017.

The First Article Unit is not considered a production unit in accordance with C-209-H001. The first article units shall be built in accordance with Attachment J-01, VTB Technical Data Package (TDP) with test instruction, Attachment J-02, Voice Matrix TDP with test instructions and Attachment J-03 T-junction TDP with test instructions. The Contractor shall procure required parts, assemble, integrate, test, and deliver to the location identified in Section F.

The Contractor shall ensure all VTB and Voice Matrix modules maintain Grade B Shock, Power Qualification, and Electro Magnetic Interference (EMI) certification in accordance with MIL-S-901D, Medium Weight Shock Machine (MWSM), Grade B, Type A, Class I equipment; MIL-STD-1399, Section 300B; and MIL-STD-461 F (Surface Ships).

The Contractor shall ensure all T-junction modules maintain Grade A Shock, Power Qualification, and Electro Magnetic Interference (EMI) certified in accordance with MIL-S-901D, Medium Weight Shock Machine (MWSM), Grade A, Type A, Class I equipment; MIL-STD-1399, Section 300B; and MIL-STD-461 F (Surface Ships).

C.3.2.1 First Article Testing The Contractor shall perform First Article Unit Testing utilizing the test procedures identified in the module TDP Attachment J-01, VTB Technical Data Package (TDP) with test instruction, Attachment J-02, Voice Matrix TDP with test instructions and Attachment J-03 T-junction TDP with test instructions. The contractor shall ensure compliance with the module test instructions, Attachment J-01, VTB TDP, Attachment J-02, Voice Matrix TDP and Attachment J-03 T-junction TDP and Federal Acquisition Regulation (FAR) 52.209-3. The Contractor shall develop and deliver First Article Unit Test (FAUT) reports in accordance with CDRL A006.

C.3.3 VTB, Voice Matrix, and T-junction modules PRODUCTION – Applicable to CLINs 0001, 0002, 0003, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003 The Contractor shall ensure all VTB and Voice Matrix modules maintain Grade B Shock, Power Qualification, and Electro Magnetic Interference (EMI) certification in accordance with MIL-S-901D, Medium Weight Shock Machine (MWSM), Grade B, Type A, Class I equipment; MIL-STD-1399, Section 300B; and MIL-STD-461 F (Surface Ships).

The Contractor shall ensure all T-junction modules maintain Grade A Shock, Power Qualification, and Electro Magnetic Interference (EMI) certified in accordance with MIL-S-901D, Medium Weight Shock Machine (MWSM), Grade A, Type A, Class I equipment; MIL-STD-1399, Section 300B; and MIL-STD-461 F (Surface Ships).

Early and partial delivery of completed and tested production systems is permitted.

C.3.3.1 VTB Modules - CLINs 0001, 1001, 2001, 3001, 4001 (if exercised) The Contractor shall procure parts and components, assemble, integrate, test, and label production modules to meet the requirements as defined in Attachment J-01 VTB TDP. All assembled and tested modules shall be stored until shipment. The storage space shall be dry and climate controlled (Air conditioning and Heat) and secured with access control. All allowable and allocable storage costs shall be included in the production unit price and are not allowable or allocable to any other CLIN on this contract. The Contractor shall make no changes to the module, parts and components without Government Technical Point of Contact (TPOC) and the Contracting Officers Representative (COR) Approval. The Contractor shall present all proposed changes to the Government Configuration Control Board (CCB) for approval.

In the event that production is impacted due to Diminishing Manufacturing Sources and Material Shortages (DMSMS) or other matters related to parts issues, the Contractor shall notify the Government TPOC and COR, via email, within five (5) working days of receipt of notification. Upon notification of DMSMS, the Government Technical Point of Contact (TPOC) and Contracting Officers Representative (COR) will review the Contractor recommendation and provide direction to the Contractor.

Deliverables IAW CDRLs A010, A012, A013, A017, B001, B002, B003, B004, B005, and B006.

C.3.3.2 Voice Matrix Modules –CLINs 0002, 1002, 2002, 3002, 4002 (if exercised) The Contractor shall procure parts and components, assemble, integrate, test, and label production modules to meet the requirements as defined in Attachment J-02 Voice Matrix TDP. All assembled and tested modules shall be stored until shipment. All allowable and allocable storage costs shall be included in the production unit price and are not allowable or allocable to any other CLIN on this contract. The Contractor shall make no changes to the module, parts and components without Government Approval. The Contractor shall present all proposed changes to the Government Configuration Control Board (CCB) for approval.

In the event that production is impacted due to DMSMS or other matters related to parts issues, the Contractor shall notify the Government TPOC and COR within 5 working days of receipt of notification. Upon notification of DMSMS, the Government TPOC and COR will review the Contractor recommendation and provide direction to the Contractor.

Deliverables IAW CDRLs A010, A012, A013, A017, B001, B002, B003, B004, B005, and B006.

C.3.3.3 T-junction Module – CLINs 0003,1003, 2003, 3003, 4003 (if exercised) The Contractor shall procure parts and components, assemble, integrate, test, and label production modules to meet the requirements as defined in Attachment J-03 T-junction TDP. All assembled and tested modules shall be stored until shipment. All allowable and allocable storage costs shall be included in the production unit price and are not allowable or allocable to any other CLIN on this contract. The Contractor shall make no changes to the module, parts and components without Government Approval. The Contractor shall present all proposed changes to the Government Configuration Control Board (CCB) for approval.

In the event that production is impacted due to DMSMS or other matters related to parts issues, the Contractor shall notify the Government TPOC and COR within 5 working days of receipt of notification. Upon notification of DMSMS, the Government TPOC and COR will review the Contractor recommendation and provide direction to the Contractor.

Deliverables IAW CDRLs A010, A012, A013, A017, B001, B002, B003, B004, B005, and B006.

C.3.3.4 Production Facilities – Applicable to CLINs 0001, 0002, 0003, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003

The Contractor shall provide the following Production Facility Capabilities:

a. 120VAC 60Hz, 1-phase electrical power available in the facility.

b. A production area to support production preparation as necessary to meet the estimated annual production requirement of 3 to 1440 modules.

c. Access to secured storage sufficient in size to support the estimated annual production requirement and pre-acceptance storage of 3 to 1440 modules.

d. Facility to support the integration of equipment, hardware and components for limited production runs.

e. Fabricate, assemble, test and perform continuity checks on modules, connectors, cables, wire and cable harnesses.

C.3.4 VTB, Voice Matrix, and T-junction modules PRODUCTION ACCEPTANCE TESTING - CLINs 0001, 0002, 0003, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003 (if exercised).

The Contractor shall perform Production Acceptance testing in accordance with the TI and modules test instruction included in Attachments J-01, J-02 and J-03. The Contractor shall develop and deliver all results of the acceptance tests in accordance with CDRL A006 Test and Inspection Report. The Contractor shall notify the Government, at least 30 days prior to performing the acceptance tests. The Government reserves the right to witness any and all testing.

Deliverables IAW CDRLs A006, A009 and A017

C.3.5 ENGINEERING & TECHNICAL SUPPORT- CLIN 0004, and if exercised, CLINs 1004, 2004, 3004, 4004.

The Contractor shall provide engineering and technical support as directed and in accordance with Technical Instructions (TI) provided by the Contracting Officer, COR and Government TPOC, C-242-H003 “TECHNICAL INSTRUCTIONS.” The TI will specify tasks to be performed, period of performance, and required deliverables in accordance with Exhibits A and B. The Contractor is hereby notified that no Engineering & Technical Support labor hours are to support Firm Fixed Price system production (CLINs 0001, 0002, 0003, 0008, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003).

The Contractor requirements for engineering and technical support are as follows:

a. Develop, review, analyze, update, deliver technical documents provided as GFI for production related impacts and potential material obsolescence implications that affect integrated training system components, interface equipment, systems and subsystems, and design changes.

b. Review, assess and report material obsolescence issues. When production related impacts or material obsolescence issues are identified, the Contractor shall provide a recommendation for a form, fit and function replacement or new configuration to best satisfy the system specification via the established Engineering Change Proposal (ECP) process.

c. Develop, review, assess and deliver ECPs associated with the modules and related changes proposed by Government or Contractor.

d. Develop, review, assess and deliver Hardware Trouble Reports (H/WTRs).

e. Prepare and deliver deficiency / discrepancy reports in all circumstances where the build-to configuration is unattainable or requires modification.

f. Provide labor, as required, for environmental and functional qualification testing.

g. Participate as the VTBeSR Module Production Representative in VTBeSR hardware design and development meetings.

h. Provide qualified labor for drawing creation and drawing modifications using industry standard AutoCad 2D/3D or SolidWorks 3D. All drawings and drawing modifications are the property of the U. S. Government and shall be marked in accordance with industry standard, as per the applicable CDRL and as directed in the TI.

Deliverables IAW CDRLs A005, A008, A010, A011, A014, A016, B001, B002, B003, B004, B005, B006.

C.3.6 OTHER DIRECT COSTS (ODCs) – CLIN 0005, and if exercised, 1005, 2005, 3005, 4005.

The Contractor shall, as directed via TI, provide allowable ODC. ODCs may include but are not limited to shipping of parts; post acceptance shipping of modules; parts and component procurement related to DMSMS for testing purposes; and parts and component procurement related to post acceptance system customization, prototypes, and other components as required. The Contractor shall execute tasks as directed in the TI. All parts, pieces, and components may be procured as Contractor Acquired Property (CAP) and may be utilized in Environmental Qualification Test (EQT), critical studies, and other tasking as approved by the Government TPOC and the COR.

ODC’s shall not to be used for parts or components required for Firm Fixed Price (FFP) production CLINs 0001, 0002, 0003, 0008, 1001, 1002, 1003, 2001, 2002, 2003, 3001, 3002, 3003, 4001, 4002, 4003.

Deliverables IAW CDRL A001

C.3.7 TRAVEL – CLIN 0006, and if exercised 1006, 2006, 3006, 4006.

The Contractor shall travel as required to accomplish tasking provided by the Government via TIs. In addition to local travel, the Contractor may be required to travel throughout the Continental United States (CONUS) and Outside Continental United States (OCONUS). The program desires to keep these costs to the minimum necessary to accomplish the project requirements. The Contractor and its subcontractors at all tiers shall comply with DOD Joint Travel Regulations (JTR) in conducting travel of employees.

Deliverable IAW CDRLs A001

C.3.8 DATA – CLIN 0007

The data to be furnished hereunder shall be prepared in accordance with Exhibits A and B, Contract Data Requirements List, DD Form 1423.

C.3.9 VTB Modules Test Fixtures – if Option is exercised CLIN 0009

The Contractor shall procure parts and components, assemble, test, integrate software and label module test fixtures to meet the test fixture requirements defined in Attachment J-01 VTB, J-02 Voice Matrix, and J-03 T-junction TDP.

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-209-H001 FIRST ARTICLE (CONTRACTOR TESTING) (NAVSEA) (OCT 2018)

(a) The First Article shall conform in every respect to the requirements of this contract. The First Article shall be manufactured with tools, materials, and methods which are the same as the tools, material and methods which will be used to manufacture the production units. All items delivered under the contract shall be manufactured under the same conditions and quality established by the First Article. Any changes to tools, material, or methods after the first article approval shall be documented by the contractor and approved by the Contracting Officer before they are used.

(b) The Contractor shall make a record of all data obtained during such tests in a form similar to the guidance provided in MIL-HDBK-831A.

(c) Pursuant to paragraph (e) of the clause entitled "First Article Approval--Contractor Testing" (FAR 52.209-3), the First Article shall not be delivered as part of the production quantity.

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-212-W001 CONTRACT TERMS AND CONDITIONS—COMMERCIAL ITEMS ADDENDUM TO 52.212-4 (NAVSEA) (OCT 2018)

(o) Warranty -- append the following to paragraph (o):

The contractor shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar commercial sale at no additional cost to the Government. Acceptance of the standard commercial warranty does not waive the Government's rights under the "Inspection" clause nor does it limit the Government's rights with regard to the other terms and conditions of this contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty. The standard commercial warranty period shall begin upon final acceptance of the applicable material and/or services listed in the Schedule.

The contractor shall provide a copy of its standard commercial warranty (if applicable) with its offer. The warranty covers a period of months. (Offeror is to insert number.)

The following information is hereby appended to the clause:

(w) Data Rights. The Government shall have data rights to all data generated under this contract or order in accordance with DFARS 252.227-7015.

(x) Ordering. The agency authorized to place delivery orders against this contract is: [Add ordering activity name]. Delivery orders will be placed against this contract, by the Government, using the SF 1449.

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

(a) Commercial Supplier Agreement means End User License Agreement (EULA), Terms of Service (TOS), or similar legal instrument or agreement.

(b) Any Commercial Supplier Agreement must be provided in full text as part of a quote or offer without hyperlinks.

(c) The contract/order Schedule and Federal Acquisition Regulation (FAR) 52.212-4, Contract Terms and Conditions—Commercial Items, shall take precedence over any conflicting provisions in a Commercial Supplier Agreement.

(d) If any requirement in the Commercial Supplier Agreement conflicts with Federal law or regulations (see FAR 12.212(a)), the following shall apply:

(i) Any such requirement is unenforceable against the Government.

(ii) Neither the Government nor any Government authorized end user shall be deemed to have agreed to such requirement by virtue of it appearing in the Commercial Supplier Agreement. If the Commercial Supplier Agreement is invoked through an “I agree” click box or other comparable mechanism (e.g., “click-wrap” or “browse-wrap” agreements), execution does not bind the Government or any Government authorized end user to such requirement.

(iii) Any such requirement is deemed to be stricken from the Commercial Supplier Agreement.

(e) Automatic renewals. License Agreements will expire at end of the term identified in the Purchase Order/Contract. Automatic renewals are not permitted and any such provision is void.

(f) Changes to the Commercial Supplier Agreement. Unilateral changes of the Commercial Supplier Agreement are impermissible and any requirement authorizing such changes is unenforceable. Changes must be in writing and executed by both parties to be effective.

(g) Third Part License (Embedded Software).

(i) The Contractor agrees that it has obtained all necessary licenses for the Government for any third party materials (including without limitation all Open Source licenses) provided within the product.

(ii) Contractor agrees that it complies with and shall continue to comply with all of its obligations under Third Party Licenses (including without limitation all Open Source licenses) associated with any third party materials provided within each product.

(iii) To the extent that the Government’s use of the software products licensed herein is in compliance with the Contractor’s Commercial Supplier Agreement, the Government’s use will also be in compliance with any Third Party Licenses.

(h) Audits. In lieu of any audit provisions in the Commercial Supplier Agreement, the Government agrees that, no more than once every twelve (12) months or within a reasonable time after a transfer, the Contractor shall, upon reasonable notice, have the right to require that the Government conduct an internal audit to ascertain and verify the number of licenses in use and to verify that the Government’s use of the product is in conformity with this Agreement. The Government is not required to use any tools provided by the Contractor to conduct the audit and shall not be required to pay for any tools provided by the Contractor to conduct the audit. The results of any such audit shall be kept confidential.

If verification discloses that the Government’s use is not in conformity with this Agreement, the Government agrees to resolve any noncompliance by either removing or correcting the unlicensed installation and use of the software identified by the audit as not in conformity with this Agreement.

(i) Confidentiality. Commercial Supplier Agreements’ terms and the final contract pricing may not be deemed confidential. Other marked confidential information will be appropriately guarded.

(j) Assignment. The Government shall have the right, without the prior written consent of the Contractor or its authorized resellers, to assign, reassign, or transfer software licenses among Government employees or the Government’s rights in the Contractor’s product to any governmental organization that is managed, operated, or controlled by the Government.

Such authorization includes sublicensing, and assignment or transfer among or between authorized users. In the event authorized users are reorganized or restructured such that their responsibilities and operations are transferred to another government agency, the agency shall have the right to assign the affected program licenses to a successor agency. The licensed agency and the successor agency agree to be bound to the Commercial Supplier Agreement as modified. The transferee shall be bound by the license metrics and limitations in this license. Government shall complete any documentation required by the Contractor to facilitate the transfer of this license, and continuation of support shall be the responsibility of the transferee.

For the avoidance of doubt, any assignment or transfer of licenses of the Contractor’s products is also subject to all other terms of the Commercial Supplier Agreement, as well as the Contractor’s policies governing product dependencies and version compatibility. Reassignment does not require that the license be under maintenance or support in order to execute a transfer.

(k) Litigation. Any requirement insisting that the commercial supplier or licensor control any litigation arising from the government’s use of the contractor’s supplies or services is deleted and unenforceable.

(l) Equitable Remedies. Equitable remedies, injunctive relief, and binding arbitration requirements shall not be enforced unless explicitly authorized by agency guidance or statute.

(m) Venue. Any claim or dispute shall be resolved under the Contract Disputes Act and FAR 52.233-1. The forum for resolution of disputes and applicable statutes of limitation shall be governed by federal law.

(n) Applicable law. In accordance with FAR 52.233-4, United States law shall apply to resolve any claim of breach of this contract and such actions shall be handled in the applicable Federal court of jurisdiction.

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. .

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

C-223-H003 EXCLUSION OF MERCURY (NAVSEA) (MAR 2019)

(a) Definitions. As used in this text:

Article means a manufactured item other than a fluid or particle: (i) which is formed to a specific shape or design during manufacture; (ii) which has end use function(s) dependent in whole or in part upon its shape or design during end use; and (iii) which under normal conditions of use does not release more than very small quantities, e.g., minute or trace amounts of a hazardous chemical, and does not pose a physical hazard or health risk to employees.

Boundary of containment means a continuous tight seal (barrier) to prevent the release of functional mercury during normal operation and maintenance. Examples include the exterior of a fluorescent lamp, glass capsule of a mercury switch, and container for mercury reagents. A double boundary of containment consists of two independent seals.

Functional mercury means mercury or mercury compound(s) contained in equipment that is required for the equipment to operate properly, such as that found in mercury switches, fluorescent lamps, flat-panel monitors, thermostats, thermostat probes, small coin type batteries, barometers, and dental amalgams.

Hardware means any article, container, piece of material, individual part, subassembly, assembly, component, or system to which mercury control requirements apply.

Mercury-free means hardware that does not contain functional mercury and is not contaminated by mercury or mercury compounds.

Portable means items that are frequently transported during normal operation. Desk lamps, shop lights, and hand-held instruments are considered portable, while bulbs in stationary light fixtures are not. In general, items that require transport only during maintenance, installation, and removal of the items are not considered portable.

(b) The Contractor, and all subcontractors and vendors, shall ensure that mercury or mercury containing compounds are not intentionally added to, or come in direct contact with, hardware or supplies furnished under this contract.

(1) The Contractor shall ensure that mercury and mercury compounds are not taken onboard naval vessels by Contractor, subcontractor, or vendor personnel except for functional mercury used in batteries, dental amalgams, fluorescent lamps, flat-panel monitors, required instruments, sensors or controls, weapon systems, and chemical analysis reagents specified by the Naval Sea Systems Command (NAVSEA).

(2) Portable fluorescent lamps and portable instruments containing elemental mercury must be shock-proof in accordance with MIL-DTL-901E entitled Requirements for Shock Tests, H.I.