UISS_RFP_9JUL2013.pdf

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105 - 143 X H 144 - 157 paij iun.belcher@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)

DO-A3 1 157

(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 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 conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

PEGGY BELCHER 202-781-1592

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 31

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

32 - 48 49 - 51

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

52 - 55

56 - 63 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 64 - 69 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 70 - 74 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

75 - 88

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2060

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

89 - 90

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

09 Jul 2013

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00024-13-R-6312

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Each Unmanned Influence Sweep System (UISS)

CPIF

Engineering Development Model (EDM) Unit (See Note J) FOB: Origin

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

0002 Provisioned Item Order (PIO)

FFP

OPTION (See Note E)

NET AMT

0003 100,000 Hours OPTION Engineering Services

(See Notes B, E, L)

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0004 1 Lot OPTION Support for Engineering Services

COST

For Item 0003 (See Notes B, E)

0005 1 Lot OPTION UISS EDM Spares for Item 0001

FFP

(See Note E)

0006 UISS Tools and Test Equipment

1 Lot

OPTION For Item 0001

0007 Data

(DD Form 1423 Exhibits A through F, H, and J) (See Notes C, G) NSP-Price included in the price of Items 0001, and (if options are exercised) 0002, 0003, 0004, 0005, 0006, 0008, 0009, 0010, 0100, 0101, 0102, 0200, 0201, 0202, 0203, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0211, 0213, 0214, 0215, 0300, 0301, 0302, 0303, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0311, 0312, 0313, 0400, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0409, 0410, 0411, 0412

0008 Technical Manuals - EDM

(DD Form 1423 Exhibit G) (See Notes C,G) NSP-Price included in the price of Items 0001 and (if options are exercised) 0005, 0006

Performance Incentive Fee for Item 0001

COST

(See Note D)

0010 Data Rights

Option for the purchase of Data Rights

0100 70,000 Hours OPTION Engineering Services

(See Notes B, E, L)

0101 1 Lot OPTION Support for Engineering Services

COST

For Item 0100

0102 1 Lot OPTION Training

FFP

0200 1 Each OPTION UISS Production Unit

FPI

(See Notes E, K)

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

0201 1 Each OPTION UISS Production Unit

FPI

TOTAL TARGET PRICE

CEILING PRICE

0202 100,000 Hours OPTION Engineering Services

(See Notes B, E)

0203 1 Lot OPTION Support for Engineering Services

COST

For Item 0202

0204 Training

0205 1 Each OPTION UISS Training System

(See Notes E, L)

0206 1 Each OPTION UISS Training System

(See Notes E, L)

0207 UISS Production Spares for Item 0200

OPTION (See Notes A, E)

0208 UISS Production Spares for Item 0201

0209 UISS Tools and Test Equipment

OPTION For Item 0200

0210 UISS Tools and Test Equipment

OPTION For Item 0201

0211 Data

OPTION (DD Form 1423 Exhibit K) (See Notes C, E, G) NSP-Price included in the price of Items 0001, and (if options are exercised) 0002, 0003, 0004, 0005, 0006, 0008, 0009, 0010, 0100, 0101, 0102, 0200, 0201, 0202, 0203, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0211, 0213, 0214, 0215, 0300, 0301, 0302, 0303, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0311, 0312, 0313, 0400, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0409, 0410, 0411, 0412

0212 RESERVED

0213 Interactive Electronic Technical Manual

OPTION (DD Form 1423 Exhibit L) (See Notes C, E, G) NSP-Price included in the price of Items (if options are exercised) 0200, 0201, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0300, 0301, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0400, 0401, 0404, 0405, 0406, 0407, 0408, 0409, 0410

OPTION Performance Incentive Fee for Item 0200

COST

(See Notes D, E)

OPTION Performance Incentive Fee for Item 0201

COST

0300 1 Each OPTION UISS Production Unit

FPI

TOTAL TARGET PRICE

CEILING PRICE

0301 1 Each OPTION UISS Production Unit

FPI

TOTAL TARGET PRICE

CEILING PRICE

0302 100,000 Hours OPTION Engineering Services

(See Notes B, E, L)

0303 1 Lot Support for Engineering Services

COST

For Item 0302

0304 Training

0305 1 Each OPTION UISS Training System

(See Notes E, L)

0306 1 Each OPTION UISS Training System

(See Notes E, L)

0307 UISS Production Spares for Item 0300

0308 UISS Production Spares for Item 0301

0309 UISS Tools and Test Equipment

OPTION For Item 0300

0310 UISS Tools and Test Equipment

OPTION For Item 0301

0311 Technical Data Package (TDP)

OPTION NSP-For Item 0200 (DD Form 1423 Exhibit M) (See Notes C, E)

OPTION Performance Incentive Fee for Item 0300

COST

OPTION Performance Incentive Fee for Item 0301

COST

0400 1 Each OPTION UISS Production Unit

FPI

TOTAL TARGET PRICE

CEILING PRICE

0401 1 Each OPTION UISS Production Unit

FPI

TOTAL TARGET PRICE

CEILING PRICE

0402 100,000 Hours OPTION Engineering Services

(See Notes B, E, L)

0403 1 Lot OPTION Support for Engineering Services

COST

For Item 0402

0404 Training

0405 1 Each OPTION UISS Training System

(See Notes E, L)

0406 1 Each OPTION UISS Training System

(See Notes E, L)

0407 UISS Production Spares for Item 0400

0408 UISS Production Spares for Item 0401

0409 UISS Tools and Test Equipment

OPTION For Item 0400

0410 UISS Tools and Test Equipment

OPTION For Item 0401

OPTION Performance Incentive Fee for Item 0400

COST

OPTION Performance Incentive Fee for Item 0401

COST

Note A: The vendor shall notify the Government within 10 days of identification of spares that are to be ordered if option is exercised whose availability will be negatively affected by Diminishing Manufacturing Sources and Material Shortages (DMSMS) (CDRL D008).

Note B: The Contractor shall furnish (if options are exercised) Item(s) 0003, 0100, 0202, 0302, and 0402 in accordance with NAVSEA clause entitled ENGINEERING SERVICES (NAVSEA)(APR 2004) in Section C. The Man/Hours are estimated amounts of labor hours only, and do not indicate that the Government will necessarily require these amounts or any at all. The Contractor shall furnish an estimated amount for each support Item(s) 0004 and (if options are exercised) 0101, 0203, 0303, and 0403 in accordance with NAVSEA clause entitled SUPPORT FOR ENGINEERING SERVICES (NAVSEA)(JUN 1992) in Section C.

Note C: Offeror shall complete the “Price Group” and “Estimated Total Price” blocks of each data item (DD 1423) on the Contract Data Requirements List(s), attached hereto. (Exhibits A-H and J-M)

Note D: Performance Incentives are detailed in Attachment J- 8, Incentive Fee Plan. Determinations of the Government with respect to the amount of the incentive fee to be paid to the Contractor are final, unilateral decisions made solely at the discretion of the Government. This CLIN is for payment purposes only.

Note E: Option Item to which the option clause in Section I apply and which is to be supplied only if and to the extent said option is exercised. Exercise of Production Options is detailed in Attachment J-13, Selection Criteria for Exercise of Production Options.

Note G: Not Separately Priced Items, no cost and fee included in Items 0007, 0008, and (if options are exercised) 0211, 0213.

Note H: Reserved.

Note J: The Contractor shall propose a Cost Plus Incentive Fee (CPIF) structure for these item(s).

The Contractor shall propose within the following Government/Contractor shareline boundaries:

ITEM UNDERRUN OVERRUN

0001 40/60 60/40 Minimum Fee - 0% of Target Cost. Maximum Fee – Up to 8% of Target Cost.

Note K: The Contractor shall propose a Fixed Price Incentive Firm Target (FPIF) structure for these item(s), if option is exercised.

The Contractor shall propose within the following Government/Contractor shareline boundaries:

ITEM UNDERRUN OVERRUN

0200, 0201, 0300, 0301, 0400, and

50/50 50/50

Ceiling Price is 120% of Target Cost inclusive of Facilities Capital Cost of Money (FCCOM.)

Note L: The Offeror shall propose a fee rate of up to 6% for the following CPFF CLINs (0003, 0100, 0202, 0302, and 0402).

The Offeror shall propose a fee rate of up to 8% for the following CPFF CLINs (0205, 0206, 0305, 0306, 0405 and 0406).

CONTRACT TYPE SUMMARY FOR PAYMENT OFFICE (COST/FIXED PRICE) (NAVSEA) (FEB 1997)

This contract includes the following mixture of cost and fixed price line CLINs:

ITEM TYPE

CPIF CLINs 0001

CPIF

FFP CLINs (if options are exercised) 0002, 0005, 0006, 0010, 0102, 0204, 0207, 0208, 0209, 0210, 0304, 0307, 0308, 0309, 0310, 0404, 0407, 0408, 0409, 0410

CPFF CLINs (if options are exercised) 0205, 0206, 0305, 0306, 0405, 0406

CPFF – Completion Effort

CPFF CLINs (if options are exercised) 0003, 0100, 0202, 0302, 0402

CPFF – Level of Effort

COST CLINs 0009, and (if options are exercised) 0004, 0101, 0203, 0214, 0215, 0303, 0312, 0313, 0403, 0411, Cost

CLINs 0007, 0008, and (if options are exercised) 0211, 0213, 0311

NSP

FPIF CLINs (if options are exercised) 0200, 0201, 0300, 0301, 0400, 0401

FPIF

CLAUSES INCORPORATED BY FULL TEXT

EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

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

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

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

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

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

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

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

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

(FAR 52.233-1).

PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993) – Applicable to CPFF CLINs (if options are exercised) 0205, 0206, 0305, 0306, 0405, and 0406

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

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

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

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

PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993) – Applicable to CLIN 0001

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

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

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

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

PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010) – Applicable to CLINs (if options are exercised) 0003, 0100, 0202, 0302, and 0402

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be 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, and shall be paid at the hourly rate(s) specified above per man-hour performed and invoiced. 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.

CLIN Hours/QTY Section B Fixed Fee Section B Fixed Fee

Amount/Hours 0003 100,000 up to 6% Offeror to fill in 0100 70,000 up to 6% Offeror to fill in 0202 100,000 up to 6% Offeror to fill in 0302 100,000 up to 6% Offeror to fill in 0402 100,000 up to 6% Offeror to fill in

* The Offeror shall divide the proposed fixed fee amount by the associated hours and insert the result rounded to the nearest penny in the appropriate column in the table above. The Government reserved the right to unilaterally correct any mathematical errors.

PROVISIONING TECHNICAL DOCUMENTATION – WITHHOLDING OF PAYMENT (NAVSEA) (SEP 1990)

– Applicable to CLINs 0001, and (if options are exercised) 0002, 0003, 0004, 0005, 0006, 0008, 0009, 0010, 0100, 0101, 0102, 0200, 0201, 0202, 0203, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0211, 0213, 0214, 0215, 0300, 0301, 0302, 0303, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0311, 0312, 0313, 0400, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0409, 0410, 0411, 0412

(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.

REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA) (SEP 1990)

(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 only be made for the difference between the intrinsic value of the item at the time an agreement on price was reached and the contract price. Refunds will not be made to recoup the amount of cost decreases that occur over time due to productivity gains (beyond 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 will 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 with a unit price in excess of $100,000; or in excess of $25,000 if the Contractor submitted, and certified the currency, accuracy and completeness of, cost or pricing data applicable to the item.

DETERMINATION OF PERFORMANCE INCENTIVE

See Attachment J- 8 Incentive Fee Plan.

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

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

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

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

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

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

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

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

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

Section C - Descriptions and Specifications

CLIN 0001 – Unmanned Influence Sweep System (UISS) Engineering Development Model (EDM) The Contractor shall provide all labor, materials, and facilities to design, fabricate, procure, assemble, integrate, test and deliver a fully functional UISS, meeting the contractual requirements as defined in Attachment J-1, SOW, Attachment J-2, UISS SRD, dated March 15, 2013, and Attachment J-3, Contractor Developed System Specification including all appendices thereto. The integration shall include GFP provided for incorporation, Attachment J-7, in accordance with (IAW) SRD 3.9.14. The Government will also provide all GFP listed in Attachment J-6.

Government approved and accepted EDMs will serve as a manufacturing standard for production units, if option(s) are exercised.

(If option is exercised) CLIN 0002 - Provisioned Items Orders (PIO) The Contractor shall deliver components as ordered by the Government IAW Naval Sea Systems Command Clause

PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999).

(If options are exercised) CLINs 0003, 0100, 0202, 0302, and 0402 – Engineering Services The Contractor shall deliver Engineering Services in accordance with NAVSEA Clause “ENGINEERING SERVICES (NAVSEA) (APR 2004)” and Attachment J-1, SOW, including all appendices thereto.

(If options are exercised) CLINs 0004, 0101, 0203, 0303, and 0403 - Support For Engineering Services The Contractor shall provide Support for Engineering Services (CLIN 0003, 0100, 0202, 0302, and 0402) in accordance with NAVSEA Clause “SUPPORT FOR ENGINEERING SERVICES (NAVSEA)(JUN1992)” and Attachment J-1, SOW as required during performance of Technical Instruction (TIs) for the related studies, analysis, and services item(s).

(If option is exercised) CLIN 0005 – UISS EDM Spares The Contractor shall fabricate and/or procure, assemble, test, and deliver the UISS Spares specified in Exhibit N IAW Attachment J-1, SOW, Section 2.13.7.

(If options are exercised) CLINs 0006, 0209, 0210, 0309, 0310, 0409, and 0410 - UISS Tools and Test Equipment The Contractor shall fabricate and/or procure, assemble, test, and deliver the UISS Tools and Test Equipment specified in Exhibit P IAW Attachment J-1, SOW, Section 2.13.4.

CLIN 0007– Data for CLINs 0001, and (if options are exercised) 0002, 0005, 0006, 0102, 0200, 0201, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0300, 0301, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0400, 0401, 0404, 0405, 0406, 0407, 0408, 0409, 0410 - DATA REQUIREMENTS (NAVSEA) (SEP 1992)

Data deliverables shall be produced and submitted IAW the applicable Contract Data Requirements Lists (CDRL) in Exhibits A, B, C, D, E, F, H, and J listed under Section J for both EDM and Production Units.

CLIN 0008 – Technical Manual for CLINs 0001, and (if options are exercised) 0005, 0006 - DATA

REQUIREMENTS (NAVSEA) (SEP 1992)

The Contractor shall provide Technical Manuals (TM) IAW the applicable Contract Data Requirements Lists (CDRL) in Exhibit G under Section J for both EDM and Production Units as defined in Attachment J-1, SOW, Section 2.13.11.

CLINs 0009 and (if options are exercised) 0214, 0215, 0312, 0313, 0411, 0412 – Performance Incentive Fee Technical and Schedule Performance Incentive Fee shall be governed in accordance with Attachment J- 8, Incentive Fee Plan.

(If option is exercised) CLIN 0010 – Data Rights CLIN 0010 includes Technical Data (TD), Computer Software (CS), and Computer Software Documentation (CSD) including source code for all software. The TD, CS, and CSD shall be in sufficient detail to allow Government to meet the UISS life cycle requirements including independent construction, upgrade, repair, installation, operation, training, and maintenance. The Government may purchase Government Purpose Rights (GPR) for all of the TD, CS, and CSD that the Contractor uses in the UISS Program but intends to deliver with less than GPR. The TD, CS, and CSD shall include all CDRLs and data required for independent construction, upgrade, repair, installation, operation, training, and maintenance.

(If options are exercised) CLINs 0102, 0204, 0304, and 0404– Training The Contractor shall provide operation training and organizational and intermediate level maintenance training as defined in Attachment J-1, SOW, Section 2.13.2.

(If options are exercised) CLINs 0200, 0201, 0300, 0301, 0400, and 0401 – Unmanned Influence Sweep System (UISS) Production Units The Contractor shall provide all labor, materials, and facilities to design, fabricate, procure, assemble, integrate, test and deliver a fully functional UISS, meeting the contractual requirements as defined in Attachment J-1, SOW, including all appendices thereto; and Attachment J-2, UISS SRD, dated March 15, 2013, and Attachment J-3, Contractor Developed System Specification. The integration shall include GFP provided for incorporation, Attachment J-7, IAW SRD Section 3.9.14. The Government will also provide all GFP listed in Attachment J-6.

(If options are exercised) CLINs 0205, 0206, 0305, 0306, 0405, and 0406 – UISS Training Systems The Contractor shall provide UISS Training Systems, meeting all of the training requirements as defined in Attachment J-1, SOW, including all appendices thereto; and Section 3.27.8 of Attachment J- 2, UISS SRD, dated March 15, 2013.

(If options are exercised) CLINs 0207, 0208, 0307, 0308, 0407, and 0408 – UISS Production Spares The Contractor shall fabricate and/or procure, assemble, test, and deliver the UISS Spares specified in Exhibit N IAW Attachment J-1, SOW, Section 2.13.7.

(If option is exercised) CLIN 0211 – Data for CLINs 0200, 0201, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0300, 0301, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0400, 0401, 0404, 0405, 0406, 0407, 0408, 0409, and 0410 - DATA

REQUIREMENTS (NAVSEA) (SEP 1992)

Data deliverables shall be produced and submitted IAW the applicable CDRLs in Exhibit K listed under Section J for the Production Units.

(If option is exercised) CLIN 0212 – Reserved.

(If option is exercised) CLIN 0213 – Interactive Electronic Technical Manual (IETM) for CLINs (if options are exercised) 0200, 0201, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0300, 0301, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0400, 0401, 0404, 0405, 0406, 0407, 0408, 0409, and 0410 - DATA REQUIREMENTS (NAVSEA) (SEP 1992) The Contractor shall develop an Interactive Electronic Technical Manual (IETM) for the UISS and its tools and test equipment as defined in Attachment J-1, SOW, Section 2.13.12. IETM deliverables shall be produced and submitted IAW the applicable CDRLs in Exhibit L listed under Section J.

(If option is exercised) CLIN 0311 – Technical Data Package (TDP) - DATA REQUIREMENTS (NAVSEA) (SEP 1992) The Contractor shall provide a complete Technical Data Package (TDP) that allows the Government to fabricate and manufacture all the assemblies and subassemblies of the UISS as defined in Attachment J-1, SOW, Section 2.13.15.

TDP deliverables shall be produced and submitted IAW the applicable CDRLs in Exhibit M listed under Section J.

ELECTRONIC TRANSFER OF INFORMATION

The Contractor shall submit and receive information electronically to satisfy, at a minimum, the requirements for Contract Data Requirements List, DD Form 1423, Exhibits A through M attached hereto, via Internet (e-mail/FTP), IDE, compact disk, or equivalent media.

(If options are exercised) ITEM(S) 0003, 0100, 0202, 0302, and 0402- ENGINEERING SERVICES (NAVSEA)

(APR 2004)

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

(1) Assist in planning, installation, testing, checkout, adjustment, operation, disassembly, and repair of UISS ; and

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

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

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

(2) "Foreign services" means services other than domestic.

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

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

(5) "Holidays" means all Federally recognized holidays.

(c) The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified therefor, as authorized by PCO and PMS406.

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

(e) Travel time necessary for performance of such services shall be included in computing the man days of service.

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

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

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

(h) The maximum liability of the Government for each engineering services item shall not exceed the amount set forth in the Schedule, or the amount obligated whichever is less. If, at any time, the Contractor has reason to believe that the amounts it expects to incur in the performance of each engineering services item in the next succeeding sixty

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

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

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

ITEM(S) 0002 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999)

(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 15.8 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.

HQ C-1-0007 Item 0007 - PROVISIONING TECHNICAL DOCUMENTATION (NAVSEA) (FEB 1994)

The Provisioning Technical Documentation (PTD) shall be in accordance with the Provisioning Requirements Statement (PRS), including NAVSEA Addendum for PTD Requirements dated January 1993, the Provisioning Performance Schedule and the Contract Data Requirements List, DD Form 1423, Exhibit D016, H023, and K005, attached hereto.

(If options are exercised) ITEM(S) 0004, 0101, 0203, 0303, and 0403 - SUPPORT FOR ENGINEERING

SERVICES (NAVSEA) (JUN 1992)

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

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

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

APPROVAL BY THE GOVERNMENT (AT) (NAVSEA) (JAN 1983)

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.

ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (MAY 1993)

To the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the Government for the identification of parts, pieces, items,…