ALMDS_Solicitation_N00024-13-R-6318.pdf

1. THIS CONTRACT IS A RATED ORDER RATING PAGE OF PAGES

SOLICITATION, OFFER AND AWARD UNDER DPAS (15 CFR 700) DO-A7 1 | 160

2. CONTRACT NO. 3. SOLICITATION NO. 4. TYPE OF SOLICITATION 5. DATE ISSUED 6. REQ/PURCHASE

( ) SEALED BID (IFB)

( X ) NEGOTIATED (RFP)

7. ISSUED BY N00024 8. ADDRESS OFFER TO (If other than Item 7)

COMMANDER

NAVAL SEA SYSTEMS COMMAND NAVAL SEA SYSTEMS COMMAND

ATTN: Sonja Truehart-McKinney, 02631 ATTN: Sonja Truehart-McKinney, 02631 1333 Isaac Hull Ave, SE STOP 2050 1333 Isaac Hull Ave, SE STOP 2050 Washington, DC 20376 Washington, DC 20376 NOTE: In sealed bid solicitations "offer" and "offeror" mean "bid" and "Bidder".

SOLICITATION

9. Sealed offers in original and 2 signed copy 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 Block 8 until 2:00 P.M . Local time 01/06/2013.

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 51.215-10. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION A. NAME C. E-MAIL ADDRESS

Kathryn Scanlan, 02631S (202) 781-0621 kathryn.scanlan@navy.mil

11. TABLE OF CONTENTS

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

PART I - THE SCHEDULE PART II - CONTRACT CLAUSES

X A SOLICITATION/CONTRACT FORM 1 X I CONTRACT CLAUSES 82 - 97

X B SUPPLIES OR SERVICES AND PRICES/COSTS 2 - 43 PART III - LIST OF DOCMTS, EXHIBITS AND OTHER ATTACH.

X C DESCRIPTION/SPECS./WORK STATEMENT 44 - 60 X J LIST OF ATTACHMENTS 98

X D PACKAGING AND MARKING 61 - 63 PART IV - REPRESENTATIONS AND INSTRUCTIONS

X E INSPECTION AND ACCEPTANCE 64 - 66 K REPRESENTATIONS, CERTIFICATIONS

X F DELIVERIES OR PERFORMANCE 67 - 69 X AND OTHER STATEMENTS OF OFFERORS 99 - 111 X G CONTRACT ADMINISTRATION DATA 70 - 76 X L INSTRS., CONDS., AND NOTICES TO OFFERORS 112 - 151 X H SPECIAL CONTRACT REQUIREMENTS 77 - 81 X M EVALUATION FACTORS FOR AWARD 152 - 160

OFFER (Must be fully completed by offeror)

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

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calander days (280 calendar days unless a different 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. ACKNOWLEDGEMENT OF AMENDMENTS AMENDMENT NO. DATE AMENDMENT NO. DATE

15A. NAME CAGE CODE FACILITY 16.. NAME AND TITLE OF PERSON AUTHORIZED TO

AND SIGN OFFER (Type or print)

ADDRESS

OF

OFFEROR

15B. TELEPHONE NO. (Include 15C. CHECK IF REMITTANCE ADDRESS 17. SIGNATURE 18. OFFER DATE area code) ( ) IS DIFFERENT FROM ABOVE. ENTER

SUCH ADDRESS IN SCHEDULE.

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: 23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM (4 copies unless otherwise specified)

( ) 10 U.S.C. 2304(c) ( ) ( ) 41 U.S.C. 253(c) ( )

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

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

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

PREVIOUS EDITION UNUSABLE 33- STANDARD FORM 33 (REV. 9-97)

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

CALL

(The offeror acknowledges receipt of amendments to the SOLICITATION for offers and related documents numbered and dated):

(Signature of Contracting Officer)

B. TELEPHONE NO. (Include area code) (NO COLLECT CALLS)

N00024-13-R-6318 24-Oct-13 N0002412NR99501

(Hour) (Date)

N00024-13-R-6318

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 Airborne Laser Mine Detection System

FFP

Airborne Laser Mine Detection System (ALMDS) Stepladder pricing up to a quantity of

5. (See Note A) FOB: Origin

PURCHASE REQUEST NUMBER: N00012NR99501

NET AMT

0001AA ALMDS

1 Each

0001AB ALMDS

2 Each

0001AC ALMDS

3 Each

0001AD ALMDS

4 Each

0001AE ALMDS

5 Each

0002 10,000 Man

Hours

Engineering Services

(Note B)

FOB: Origin

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0003 1 Lot Support for Item 0002

COST

Subsistence and Lodging, Transportation, and Incidental Material (See Note C).

Estimated Cost: $50,000.

0004 Data associated with FFP line items

1 Lot

Data for Items 0001, 0005,and if Options are exercised 0100, 0200, 0205, 0300, 0305, 0400, 0405, 0500, 0505, and/or 0600; Not Separately Priced (NSP) (See Note D)

See Exhibit A

0005 Provisioned Item Order

Ceiling: $20,000,000 (See Note E)

Provisioned Item Order

Ceiling: $10,000,000 (See Note E)

FOB: Origin

0007 Data associated with CPFF line items

1 Lot

Data for Items 0002, 0006, and if option(s) are exercised 0202, 0203, 0302, 0303, 0402, 0403, 0502, and/or 0503; Not Separately Priced (NSP) (See Note D)

See Exhibit B

0100 Peculiar Support Equipment

OPTION Stepladder pricing up to a quantity of 5. (See Notes A and F)

0100AA Peculiar Support Equipment

1 Set

OPTION FOB: Origin

0100AB Peculiar Support Equipment

2 Set

0100AC Peculiar Support Equipment

3 Set

0100AD Peculiar Support Equipment

4 Set

0100AE Peculiar Support Equipment

5 Set

0200 ALMDS

OPTION Stepladder pricing up to a quantity of 4. (See Notes A, F and G)

0200AA ALMDS

0200AB ALMDS

0200AC ALMDS

0200AD ALMDS

0201 10,000 Man

OPTION Engineering Services

(See Notes B and F)

FOB: Origin

0202 10,000 Man

OPTION Depot Services/Software Support

FOB: Origin

0203 1 Lot OPTION Support for Engineering Services

COST

(See Notes C and F) - Estimated Cost: $50,000

0204 1 Lot OPTION Support for Depot Services/Software Supp

COST

(See Notes C and F), Estimated Cost: $50,000

0205 Peculiar Support Equipment

OPTION Stepladder pricing up to a quantity of 4. (See Notes A and F)

0205AA Peculiar Support Equipment

0205AB Peculiar Support Equipment

0205AC Peculiar Support Equipment

0205AD Peculiar Support Equipment

0300 ALMDS

0300AA ALMDS

0300AB ALMDS

0300AC ALMDS

0300AD ALMDS

0301 10,000 Man

FOB: Origin

0302 10,000 Man

FOB: Origin

0303 1 Lot OPTION Support for Engineering Services

COST

(See Notes C and F), Estimated Cost: $50,000

0304 1 Lot OPTION Support for DepotServices/SoftwareSuppor

COST

(See Notes C and F), Estimated Cost: $50,000

OPTION Peculiar Support Equipment

Stepladder pricing up to a quantity of 4. (See Notes A and F) FOB: Origin

0305AA Peculiar Support Equipment

0305AB Peculiar Support Equipment

0305AC Peculiar Support Equipment

0305AD Peculiar Support Equipment

0400 ALMDS

0400AA ALMDS

0400AB ALMDS

0400AC ALMDS

0400AD ALMDS

0401 10,000 Man

FOB: Origin

0402 10,000 Man

FOB: Origin

0403 1 Lot OPTION Support for Engineering Services

COST

(See Notes C and F), Estimated Cost: $50,000

0404 1 Lot OPTION Support for DepotServices/SoftwareSuppor

COST

(See Notes C and F), Estimated Cost: $50,000

0405 Peculiar Support Equipment

0405AA Peculiar Support Equipment

0405AB Peculiar Support Equipment

0405AC Peculiar Support Equipment

0405AD Peculiar Support Equipment

0500 ALMDS

0500AA ALMDS

0500AB ALMDS

0500AC ALMDS

0500AD ALMDS

0501 10,000 Man

FOB: Origin

0502 20,000 Man

FOB: Origin

0503 1 Lot OPTION Support for Engineering Services

COST

(See Notes C and F), Estimated Cost: $50,000

0504 1 Lot OPTION Support for DepotServices/SoftwareSuppor

COST

(See Notes C and F), Estimated Cost: $50,000

0505 Peculiar Support Equipment

0505AA Peculiar Support Equipment

0505AB Peculiar Support Equipment

0505AC Peculiar Support Equipment

0505AD Peculiar Support Equipment

0600 ALMDS

0600AA ALMDS

0600AB ALMDS

0600AC ALMDS

0600AD ALMDS

CLAUSES INCORPORATED BY FULL TEXT

NOTE A – These items consist of alternative stepladder quantities as separate Sub- Contract Line Item Numbers (SLINS). The Government intends to procure one of these quantities. However, should the Government request additional quantities, via contract modification, under the base or option CLINs within 60 days after the base award date or option exercise date, whichever is applicable, it will pay the price that reflects the cumulative quantity. In no event will the quantity procured under any CLIN exceed the maximum quantity stated in Section B.

NOTE B - The Government will issue Technical Instructions (TIs) in accordance with Section H clause, NAVSEA 5252.242-9115 “TECHNICAL INSTRUCTIONS” (APR 1999) and Attachment 8 “NAVSEA TI Template”. The Government Estimate is approximately 10,000 man-hours for the Base (CLIN 0002), (10,000 man-hours for CLINs 0201, 0202, 301, 0302, 0401, 0402, and 0501 and 20,000 man-hours for CLIN 0502, if options are exercised). This is an estimated amount of labor hours, and does not indicate that the Government will require this amount.

NOTE C - These CLINs are Cost Only. The cost has been estimated at $50,000 for CLIN 0003, (and if options are exercised, $50,000 for CLIN 0203, 0204, 0303, 0304, 0403, 0404, 0503, and 0504 respectively). This is an estimated amount of support and does not indicate that the Government will necessarily require this amount.

NOTE D - Offeror shall complete the "Price Group" and "Estimated Total Price" blocks of each data item on the Contract Data Requirements List(s), attached hereto as Exhibits A and B.

NOTE E – If the Government has a requirement under the Provision Item Order (PIO) CLINS, quantity, unit, price/cost will be established in each order. The PIO CLINS (0005 and 0006) have a cumulative ceiling of $30,000,000.

NOTE F - 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 G - Up to four (4) of the five (5) ALMDs Option Items (0200, 0300, 0400, 0500, and/or 0600) may be exercised under this contract. Option Item 0600 has been established to allow the Government flexibility. For example, if the Government did not exercise Option Item 0200 but had 4 years of ALMDS requirements, Option Items 0300, 0400, 0500, and 0600 may be exercised.

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

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

Item Type

0001, 0005, AND IF OPTION EXERCISED 0100, Firm Fixed Price (FFP)

0200, 0205, 0300, 0305, 0400, 0405, 0500, 0505, 0600

0002, 0006, AND IF OPTION EXERCISED 0201, Cost Plus Fixed Fee (CPFF) 0202, 0301, 0302, 0401, 0402, 0501, 0502

0003, AND IF OPTION EXERCISED 0203, 0204, 0303, Cost 0304, 0403, 0404, 0503, 0504

0004, 0007 Not Separately Priced (NSP)

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.

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.

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).

PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010) (APPLICABLE TO ITEM 0002 AND IF EXERCISED OPTION ITEMS 0201, 0202, 0301, 0302, 0401, 0402, 0501, AND 0502)

(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.

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.

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

SECTION C – DESCRIPTIONS/SPECIFICATIONS/WORK STATEMENT

Item 0001 and (if options are exercised) 0200, 0300, 0400, 0500, and/or 0600 – Airborne Laser Mine Detection System (ALMDS) – The Contractor shall fabricate, assemble, test, and deliver ALMDS, including the ALMDS POD with Shipping Container, in accordance with the Statement of Work (SOW) (provided as Attachment

1) and the Technical Data Package (TDP) (provided as Attachment 2).

Item 0002, and (if options are exercised) 0201, 0301, 0401 and 0501 – The Contractor shall deliver Engineering Services accordance with Attachment 1, SOW, and the NAVSEA Clause “ENGINEERING SERVICES (NAVSEA) (APR 2004)” below:

ENGINEERING SERVICES (NAVSEA) (APR 2004)

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

1) Support additional events as requested by the Government;

2) Perform on-the-job instruction and training and technical support of Navy personnel (military and/or civilian);

3) Conduct studies and analyses and provide reports as required to resolve obsolescence issues, provide cost reduction, improve or maintain produceability and/or streamline production processes, and ensure continued system supportability;

4) Provide design changes and ECPs as required;

(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 therefore, as authorized by the PEO LCS Contracting Officer’s Representative (COR) via Technical Instructions (TI). Each TI issued shall be in accordance with the Section H Special Contracts Requirement 5252.242-9115 “Technical Instruction” and Attachment 7 “NAVSEA Technical Instruction Template”.

(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 0003 and (if options are exercised) 0203, 0204, 0303, 0304, 0403, 0404, 0503, and 0504 – The Contractor shall deliver support for Engineering Services, Software Support, and/or Depot Services in accordance with Attachment 1, SOW, and the NAVSEA Clause “SUPPORT FOR ENGINEERING SERVICES (NAVSEA) (JUN 1992)” below:

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.

Item 0004– Data for Item 0001, 0005, and (if options are exercised) 0100, 0200, 0205, 0300, 0305, 0400, 0405, 0500, 0505, and/or 0600 – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List (CDRL), DD Form 1423, Exhibit A, attached hereto.

Item 0007 – Data for Items 0002, 0006, and (if options are exercised) 0201, 0202, 0301, 0302, 0401, 0402, 0501, and/or 0502 – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List (CDRL), DD Form 1423, Exhibit B, attached hereto.

Items 0005 and 0006 – Provisioned Items Orders – The Contractor shall deliver the Provisioned Item Orders in accordance with Attachment 1, SOW, and the NAVSEA Clause “PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999)” below:

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.

Item 0100 and (if options are exercised) 0205, 0305, 0405 and 0505 – Peculiar Support Equipment – The Contractor shall fabricate, assemble, test, and deliver Peculiar Support Equipment in accordance with the SOW, provided as Attachment 1, and the Peculiar Support Equipment Parts List, provided as Attachment 5.

Items (if options are exercised) 0202, 0302, 0402, and 0502 – Depot Services/Software Support Engineering Services – The Contractor shall deliver Depot Services/Software Support Engineering Services in accordance with Attachment 1, SOW, and the NAVSEA Clause “ENGINEERING SERVICES (NAVSEA) (APR 2004)” below:

ENGINEERING SERVICES (NAVSEA) (APR 2004)

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

1) Assist in planning, testing, checkout, adjustment, operation, disassembly, reassembly, modification, refurbishment, and repair of the ALMDS pod subsystem and support equipment;

2) Provide services to support repair parts as required;

3) Perform routine, on-going maintenance, including Contractor depot maintenance;

4) Provide feedback to current production and continuing engineering programs;

5) Provide services to support necessary hardware and software upgrades in fielded units;

6) Provide maintenance and repair personnel to conduct ALMDS D-level maintenance actions and modernization at the Mission Package Support Facility (MPSF)/Mission Module Readiness Center (MMRC) and Training Squadrons.

7) Provide Depot repair services for the MPSF and Training Squadrons for the maintenance, repair, overhaul, modernization and test of the ALMDS.

8) Track reliability, maintainability, and availability (RMA) data. The Depot shall conduct closed loop Failure Reporting, Analysis, and Corrective Action System (FRACAS) for all ALMDS components for all failures occurring during operational use.

9) The Contractor shall use FRACAS to record, categorize, and analyze failures of the ALMDS system and PSE during the production phase to identify any trends that may jeopardize the availability of the system.

10) The Contractor shall provide failure summaries monthly.

11) Collect supportability data such as Inherent Availability, Operational Availability, Mean Time

Between Operational Mission Failure (MTBOMF), Mean Time to Repair (MTTR), and Mean Logistics Delay Time (MLDT).

12) Track and report reliability trends and shall provide recommendations to improve the reliability of the ALMDS hardware, software, and PSE.

13) Continue the ALMDS reliability growth program.

14) The Contractor shall maintain a Software Support Activity (SSA) for all ALMDS Pod Subsystems

(APSs).

15) The Contractor shall define a software maintenance approach appropriate for the computer software effort under depot services.

16) The Contractor shall provide logistical and technical subject matter expert (SME) support to the

MPSF for the disposition/resolution of technical and logistical issues identified during operations and maintenance of the ALMDS in support of LCS Mission Module maintenance managed by the

MPSF.

17) Provide maintenance and repair personnel on-site at the MPSF/MMRC to assist the MPSF in the conduct of ALMDS O level maintenance and test.

18) Provide repair parts as required in support of repair actions.

(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 therefore, as authorized by the PEO LCS Contracting Officer’s Representative (COR) via Technical Instructions (TI). Each TI issued shall be in accordance with the Section H Special Contracts Requirement 5252.242-9115 “Technical Instruction” and Attachment 7 “NAVSEA Technical Instruction Template”.

(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 therefore, 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.

COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR RECEIVED

FROM THE GOVERNMENT (NAVSEA) (APR 2004)

(a) The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered. The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

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

(c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

(d) No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the Government will be licensed to use that digital-form with exactly the same rights and limitations as if the data had been delivered as hard copy.

(f) Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible.

Such legends shall also be placed in human readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

CONFIGURATION MANAGEMENT (NAVSEA) (APR 2004) (MODIFIED JANUARY 2013)

(a) Baseline Definition For configuration control purposes, the Technical Data Package (TDP) and Attachment 1 - Statement of Work (SOW) in effect as of 24 October 2013 shall constitute the Contract Baseline, which shall be considered incorporated in the baseline documentation.

(b) General Requirement (1) The Contractor shall maintain a Configuration Control Program to assure that all detail level work being performed under this contract is in compliance with appropriate baseline documentation.

The Contractor shall prepare a Configuration Management Plan in accordance with the requirements of the contract for approval by the Government. The Configuration Management Plan for PMS 495 Systems and Equipment is provided as Government Furnished Information (GFI) under Attachment 2. In the event that the CONFIGURATION MANAGEMENT (NAVSEA) (APR 2004) (MODIFIED JANUARY 2013) and the Configuration Management Plan for PMS 495 Systems and Equipment do not align, the Configuration Management Plan for PMS 495 Systems and Equipment shall take precedence.

(2) Whenever a situation arises wherein the Contractor cannot comply with a baseline document, or whenever intent of such documentation is significantly changed by detail level documentation, the Contractor shall submit change documents to modify baseline documents to resolve the conflict or to allow non compliance.

Whenever the cost of implementing a proposed change is less than the threshold requiring certified cost or pricing data, the Contractor shall provide documentation explaining the nature of related costs as shown on the change document. Whenever the contract cost changes by an amount greater than the threshold requiring certified cost or pricing data, the Contractor shall complete such cost and pricing data as the Contracting Officer shall require detailing all related costs, and attach it to the change document. Requirements for cost and pricing data shall be determined by the gross amount of the change unless otherwise directed by the contracting officer. Change documentation shall be submitted to the Contracting Officer in accordance with the Contract Data Requirements List (CDRL), and as described in paragraphs (c) through (f) below.

(c) Engineering Change Proposals (ECPs) ECPs shall be prepared in accordance with the approved configuration management plan and the requirements of the contract. DI-CMAN-80639C approved 30 Sep 2000 and MIL- HDBK-61A of 7 Feb 2001 apply. An ECP should be submitted whenever the detail level physical configuration, material quality, operational or functional performance of equipment or installed systems will not be in compliance with baseline design related documents (Specifications, Contract Drawings, etc.), and a change to the baseline document is considered an appropriate means of resolving a design related issue. Documentation shall be developed in sufficient detail to enable Government review and evaluation of the merits of the proposed change, including cost and scheduling impact, ship class impact, and consequences if disapproved. All existing drawings and technical manuals impacted by the change shall be listed along with a brief narrative explanation of needed changes to incorporate the ECP if approved. Weight and moment data incidental to the change shall be provided.

The Contractor shall also prepare applicable baseline document insert sheets, with specific word changes or proposed re write, to facilitate baseline documentation changes.

(d) Non Engineering Change Proposals (NECPs) – An NECP should be submitted whenever necessary to document administrative, procedural, scheduling, or documentation changes that do not directly impact the physical configuration of the equipment.