RFP.pdf

CODE

(Hour)

PAGE(S)

until local time

X

A X B X C X D

EX

X

G F 100 - 114

115 - 172 X H 173 - 185

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-A7 1 183

(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)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 32

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

33 - 47 48 - 50

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

51 - 55 56 - 60

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 61 - 67 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 68 - 81 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 INITEM

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

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

82 - 98

PART II - CONTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2050

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.

N0002413NR92166

5. DATE ISSUED

04 Aug 2014

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00024-14-R-6203

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

Hours

Engineering Support Services and Studies

USN and RAN Shared (ACP)

(See Notes A, B, and G)

LABOR HOURS: 34,445

FOB: Origin

PURCHASE REQUEST NUMBER: N0002413NR92166

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

1 Lot

Material, Travel and Subsistence

COST

Support for Engineering Services of Item 0001

USN and RAN Shared (ACP)

(See Notes B, C, and G)

NTE: $421,000.00

FOB: Origin

RESERVED

TI16 APB17

CPIF

Development, Integration, Testing and Delivery of TI16 APB17

USN and RAN Shared (ACP)

(See Notes A, B, and I)

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

OPTION Cost and Software Data Reporting

CPIF

Cost and Software Date Reporting for TI16 APB17 - USN and RAN Shared (ACP) (See Notes A, B, F, and I)

TI16 APB17 Test Bay Hardware

CPIF

USN/RAN Shared (ACP)

NET AMT

PCS Architecture

CPIF

Design, development and prototype of new PCS Architecture

USN and RAN Shared (ACP)

Data

Data for Items 0001, 0005, 0007, and 0010 and (if Options are exercised) Items 0006, 0101, 0103, 0105, 0106, 0107, 0201, 0203, 0205, 0206, 0208, 0301, 0303, 0401, and 0403 (See DD Form 1423, Exhibits A, B, and C)

Not Separately Priced (NSP) - Included in the price of Items 0001, 0005, 0007, and 0010 and (if Options are exercised) Items 0006, 0101, 0103, 0105, 0106, 0107, 0201, 0203, 0205, 0206, 0208, 0301, 0303, 0401, and 0403 (See Note D)

FOB: Destination

ORDERS

FFP

(See Notes A, E, and J) NTE $2.5 Million

ORDERS

CPIF

(See Notes A, E, J, and I)

NTE $2.5 Million

Technical Data Rights

FFP

OPTION USN and RAN shared (ACP) (See Notes F and H)

OPTION Engineering Support Services and Studies

Engineering Support Services and Studies - USN and RAN Shared (ACP)

(See Notes A, B, F, and G), LABOR HOURS: 34,445

OPTION Material, Travel and Subsistence

COST

Support for Engineering Services of Item 0101 - USN and RAN Shared (ACP)

(See Notes B, C, F, and G)

NTE: $421,000.00

RAN Unique (ACP)

(See Notes A, B, F, and G)

LABOR HOURS: 8,182

OPTION Material, Travel, and Subsistence

COST

Support for Engineering Services for CLIN 0103

RAN Unique (ACP)

(See Notes B, C, and F)

NTE $10,000

OPTION TI18 APB17

CPIF

Development, Integration, Testing and Delivery of TI18 APB17

USN and RAN Shared (ACP)

(See Notes A, B, F, and I)

CPIF

Cost and Software Date Reporting for TI18 APB17 - USN and RAN Shared (ACP) (See Notes A, B, F, and I)

OPTION TI18 APB17 Test Bay Hardware

CPIF

USN and RAN Shared (ACP)

OPTION RESERVED

USN and RAN Shared (ACP)

(See Notes A, B, F, and G), LABOR HOURS: 40,582

COST

Support for Engineering Services of Item 0201

USN and RAN Shared (ACP)

(See Notes B, C, F, and G)

NTE: $496,000.00

RAN Unique (ACP)

(See Notes A, B, F, and G), LABOR HOURS: 29,045

COST

Support for Engineering Services of Item 0203

RAN Unique (ACP)

(See Notes B, C, F, and G)

NTE: $355,000.00

OPTION TI18 APB19

CPIF

Development, Integration, Testing and Delivery of TI18 APB19

USN AND RAN Shared (ACP)

CPIF

Cost and Software Date Reporting for TI18 APB19

USN and RAN Shared (ACP)

OPTION

USN and RAN Shared (ACP)

(See Notes A, B, F and G), LABOR HOURS: 40,582

COST

Support for Engineering Services of Item 0301

USN and RAN Shared (ACP)

(See Notes B, C, F and G)

NTE: $496,000.00

RAN Unique (ACP)

(See Notes A, B, F, and G), LABOR HOURS: 33,545

COST

Support for Engineering Services of Item 0303

RAN Unique (ACP)

(See Notes B, C, F and G)

NTE: $410,000.00

USN and RAN Shared (ACP)

(See Notes A, B, F and G), LABOR HOURS: 40,582

COST

Support for Engineering Services of Item 0401

USN and RAN Shared (ACP)

(See Notes B, C, F and G)

COST: $496,000.00

RAN Unique (ACP)

(See Notes A, B, F, and G), LABOR HOURS: 20,864

COST

Support for Engineering Services of Item 0403

RAN Unique (ACP)

(See Notes B, C, F and G)

COST: $255,000.00

NOTE A – Calculation and payment of fee shall be as follows:

a) ITEM 0001 and (if Options are exercised) ITEMS 0101, 0201, 0203, 0301, 0303, 0401, and 0403 (CPFF)

- Calculation and payment of Fixed Fee for ITEMS 0001 and (if Options are exercised) ITEMS 0101, 0201, 0203, 0301, 0303, 0401, and 0403 shall be determined in accordance with PAYMENTS OF FEE(S)

(LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA) (MAY 2010).

The average level of effort labor rates established for ITEMS 0001 and (if Options are exercised) ITEMS 0101, 0201, 0203, 0301, 0303, 0401, and 0403 are as follows:

Table B-1. FEE SCHEDULE FOR LEVEL OF EFFORT ITEMS

CLIN LABOR HOURS ESTIMATED

COST

FIXED FEE TOTAL

0001 34,445 $* Per Sect B $* Per Sect B $* Per Sect B

Rate/Hour $* Cost per Hour $* Fixed Fee per Hour

$*Rate per Hour

0003 0 $* Per Sect B $* Per Sect B $* Per Sect B

Rate/Hour $* Cost per Hour $* Fixed Fee per

0101 34,445 $* Per Sect B $* Per Sect B $* Per Sect B

0103 8,182 $* Per Sect B $* Per Sect B $* Per Sect B

0201 40,582 $* Per Sect B $* Per Sect B $* Per Sect B

0203 29,045 $* Per Sect B $* Per Sect B $* Per Sect B

0301 40,582 $* Per Sect B $* Per Sect B $* Per Sect B

0303 33,545 $* Per Sect B $* Per Sect B $* Per Sect B

0401 40,582 $* Per Sect B $* Per Sect B $* Per Sect B

0403 20,864 $* Per Sect B $* Per Sect B $* Per Sect B

b) ITEMS 0005, 0007, 0010 and (if Options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 (CPIF) - Calculation and payment of Incentive Fee for ITEMS 0005, 0007, 0010 and (if Options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 shall be in accordance with PAYMENTS OF

FEE (S) (COMPLETION) (NAVSEA) (MAY 1993).

TABLE B-2. FEE SCHEDULE FOR COMPLETION ITEMS

CLIN HOURS TARGET

COST

(TC)*

TC

HOURLY

RATE

TARGET

FEE

(TF)*

TF

HOURLY

RATE

TOTAL

TARGET

AMOUN

T ** Rate A ** Rate B

The Target Cost amount shown above includes Cost of Money; however, the Target Fee potential calculation excludes Cost of Money.

*The Offeror shall populate Tables B-1 and B-2 above with the labor hours provided in the Government Estimate for each SLIN or its proposed deviation, and the Offeror’s proposed cost and fees per hour. The maximum fee structure that may be proposed is summarized as follows:

Applicable to ITEM 0001 and (if Options are exercised) ITEMS 0101, 0103, 0201, 0203, 0301, 0303, 0401, and 0403 - Offeror shall fill in a fixed fee of no more than 8-percent (8.00%).

Applicable to ITEMs 0005, 0007, 0010 and (if Options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 - The minimum fee is zero-percent (0.00%) and the maximum fee is 12-percent (12.00%). Offeror shall apply a target fee of no more than eight-percent (8.00%). The share ratio for the CPIF portion of the fee structure is 50/50 (50% Government/50% Contractor) for both underruns and overruns.

Applicable to ITEM 0012 – The Offeror shall apply a profit no more than twelve-percent (12.00%) per the requirements of Section B. Not to Exceed (NTE) $2.5 Million.

Applicable to ITEM 0013- The minimum fee is zero-percent (0.00%) and the maximum fee is 10-percent (10.00%). Offeror shall apply a target fee of no more than eight-percent (8.00%). The share ratio for the CPIF portion of the fee structure is 50/50 (50% Government/50% Contractor) for both underruns and overruns. NTE $2.5 Million.

The minimum fee for all CLINs containing a Target Fee shall be 0% (see FAR 52.216-10 under Section I).

1. The target cost and target fee pool amounts of the contract are set forth in Table B-1 entitled, “Fee Schedule for Completion Items.” The final target cost and target fee pool amounts shall be based upon the actual level of effort the contractor provides as explained in paragraphs 2 through 5 of this Note A.

2. The final CPIF target cost for Items 0005, 0007, 0010 and (if options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by CLIN, ITEMS 0005, 0007, 0010 and (if options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 under by the rate in the Target Cost (TC), TC Hourly Rate column including cost of money, of Table B-1. The final CPIF target fee for each Item shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by TIs, under each Item by the rate in the Target Fee (TF), TF Hourly Rate column in Table B-1.

3. The share ratio for the CPIF portion of the fee structure is fifty/fifty (50% Government/50% Contractor) for both underruns and overruns. The fee earned under the CPIF portion of the fee structure will be based on the total allowable cost incurred by the contractor in comparison to the final target cost for each of the aforementioned CLINs. See paragraphs 4 and 5 of this Note A and the Incentive Fee clause (FAR 52.216-10) in Section I of this contract for further information on how the target cost and target fee are determined and the fee earned is calculated.

4. The following examples illustrate how the final target cost and target fee amounts for ITEMS 0005, 0007, 0010 and (if options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206 are determined and how the actual fee earned is calculated (all rates used in the following examples are from Table B-1):

Example 1 – Slight Underrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $31,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money)

Final Target Fee: 300,000 X $8 = $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000,000 - $31,000,000)) = $3,400,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by Government for CLIN 0005 $31,000,000 + 3,400,000 = $34,400,000

Example 2 – Slight Overrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $34,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money) Final Target Fee: 300,000 X $8 - $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000.000 – $34,000,000)) = $1,900,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by the Government for CLIN 0005:

$34,000,000 + $1,900,000 = $35,900,000

Example 3 – Big Overrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $37,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money) Final Target Fee: 300,000 X $8 - $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000.000 – $37,000,000)) = $400,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by the Government for CLIN 0005:

$37,000,000 + $400,000 = $37,400,000

5. Separate Target Fee pools have been established for ITEMS 0005, 0007, 0010 and (if options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206. Accordingly, the cost performance on one (or more) of the Items in the above table cannot be used by the Contractor to offset the cost performance on one or more of the other CLINs in the Table B-1. If, for example, the contractor underruns Item 0005, this underrun cannot be used by the Contractor to offset an overrun on Item 0105.

NOTE B - Subline Items identifying funding appropriation, FY designation, and Program Office customer will be assigned at the time of contract award, Option exercise, and/or allotment of funds.

NOTE C - The Offeror shall propose ODCs as prescribed in Section L, paragraph L 2.0.5.4.2.2; however, these items will be evaluated. The estimated amount is exclusive of any indirect costs. The Government will fund these items as needed during contract performance. Subsistence, travel and incidental material costs incurred by the Contractor during the performance of this contract will be reimbursed at cost only.

NOTE D – Data CLINs are not separately priced and will not be evaluated separately for cost reasonableness and cost realism.

NOTE E – The Contractor shall furnish the supplies and services when ordered by the Contracting Officer in accordance with the terms and conditions set forth in the Order.

NOTE F – Option item to which the clause in SECTION I entitled “OPTION TO EXTEND THE TERM OF THE CONTRACT” applies and which is to be supplied only if and to the extent said option is exercised.

NOTE G - The Government will issue Technical Instructions in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999) included in Section H of this contract. This is an total amount of labor hours, and does not indicate that the Government will necessarily require this amount or any at all. The Government will incrementally fund the CLINs that are Cost Plus Fixed Fee (CPFF) and Cost Only.

NOTE H - Offeror shall propose a firm fixed price for Option CLIN 0014 Technical Data Rights to be purchased and delivered under the contract. The Technical Data Rights includes the Government Purpose Rights (GPR) for noncommercial Technical Data (TD), Computer Software (CS) and Computer Software Documentation (CSD).

NOTE J – CLINs 0012 and 0013 for orders are NTE CLINs.

NOTE I - INCREMENTAL FUNDING FOR CPIF COMPLETION CLINS:

The Government will provide funds under this contract, on an incremental basis, and in accordance with the FAR Clause 52.232-22 LIMITATION OF FUNDS. The Government, at its discretion, may allot funds on an incremental basis within each FY segment based on funding availability.

The following is the Incremental Funding Schedule for CLIN 0005, TI16/APB17:

Time Period Task Description APPNs Increment 1

(FY2015)

Contract start up and WCS transition activities RDT&E, ACP

Increment 2

(FY2016)

Completion of design and development activities in support of System Requirements Review (SRR)

RDT&E, ACP

Increment 3

(FY2016)

Completion of design and development activities in support of Preliminary Design Review (PDR)

RDT&E, ACP

Increment 4

(FY2017)

Completion of design and development activities in support of Critical Design Review (CDR)

RDT&E, ACP

Increment 5

(FY2017)

Completion of documentation and conduct of test events in support of Test Readiness Review (TRR)

RDT&E, ACP

Increment 6

(FY2018)

Completion of documentation and verification of readiness in support of Software Delivery Verification Review (SVDR) and Delivery Readiness Review (DRR)

RDT&E, ACP

The Incremental Funding Schedules for PCS Architecture, TI-18 / APB-17 and TI-18/APB-19 will follow a similar approach.

RESERVED CLINs including 0003, 0004, 0008, 0009, and if exercised CLINs 0108, 0109, 0207, 0208, and 0209 are established to preserve the CLIN structure/numbering across option years.

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.

HQ B-2-0007 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 – ALTERNATE I (NAVSEA) (JAN 2008)

ITEMS 0001, and (if exercised ITEMS 0101, 0103, 0201, 0203, 0301, 0303, 0401, and 0403)

(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).

(d) Separate invoices shall be submitted for selected replacement repair parts subsequent to the establishment of prices therefor in accordance with SECTION C of this contract.

PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993)

(Applicable to ITEMS 0005, 0007, 0010 and (if Options are exercised) ITEMS 0006, 0105, 0106, 0107, 0205, and 0206)

(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 To Be Filled in at Award percent (To Be Filled in at Award) 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)

(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.

HQ B-2-0017 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.

HQ B-2-0020 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.

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(S) TYPE

0001, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403 Cost-Plus-Fixed-Fee 0002, 0102, 0104, 0202, 0204, 0302, 0304, 0402, 0404 Cost Only 0005, 0006, 0007, 0010, 0013, 0105, 0106, 0107, 0205, 0206 Cost-Plus-Incentive-Fee 0011 Not Separately Priced 0012, 0014 Firm-Fixed-Price

Section C - Descriptions and Specifications

ITEM 0005, 0007, 0010, and (if Options are exercised) ITEMS 0105, 0107, 0205 – The Contractor shall design, develop, test, and deliver the Payload Control System (PCS) portion of the AN/BYG-1 Submarine Combat Control System (SCCS) in accordance with “ATTACHMENT 2 – STATEMENT OF WORK FOR THE SUBMARINE PAYLOAD CONTROL SYSTEM” and “ATTACHMENT 6 - SYSTEM PERFORMANCE SPECIFICATION FOR THE AN/BYG-1 PAYLOAD CONTROL SYSTEM (PMS4253-PCS-001), DATED 9 MAY 2014”. Note:

The PCS System Performance Specification can be found in the E-TIC library for RFP purposes and will be delivered under separate cover at contract award.

(If Options are exercised) ITEMS 0006, 0106, and 0206 – In performance of this contract the Contractor shall use a documented standard cost and software data reporting (CSDR) process that satisfies the guidelines contained in the DoD 5000.04-1-1, CSDR Manual and “ATTACHMENT 2 – STATEMENT OF WORK FOR THE SUBMARINE

PAYLOAD CONTROL SYSTEM”.

ITEM 0011 - Data for Items 0001, 0005, 0007, 0010 and (if Options are exercised) ITEMS 0006, 0101, 0103, 0105, 0106, 0107, 0201, 0203, 0205, 0206, 0301, 0303, 0401, and 0403 (Not separately priced).

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

ITEMS 0012 and 0013 – ORDERS The Contractor shall furnish supplies under items specified in Section B of the Schedule in accordance with the detailed specifications or requirements set forth in orders issued by the Contracting Officer in accordance with the special contract requirement(s) of this contract entitled “ORDERS”. The Government reserves the right to order supplies which meet its requirement by means other than this contractual vehicle.

(IF OPTION IS EXERCISED) ITEM 0014 - TECHNICAL DATA RIGHTS

If the Contractor prices ITEM 0014, it shall deliver Government Purpose Rights or greater than Government Purpose Rights on all data identified in DFARS 252.227-7017, submitted with the proposal identified in clause

CONTRACTOR'S PROPOSAL (NAVSEA) (MAR 2001).

The Technical Data Rights includes the Government Purpose Rights (GPR) for noncommercial Technical Data (TD), Computer Software (CS) and Computer Software Documentation (CSD).

ITEM(S) 0001 and (if Options are exercised) ITEMS 0101, 0103, 0201, 0203, 0301, 0303, 0401, and 0403-

ENGINEERING SERVICES (NAVSEA) (APR 2004)

Upon receipt of Technical Instructions (TI) issued in accordance with the Special Contract Requirement entitled “Technical Instructions”, the Contractor shall provide engineering and technical services to support the requirements defined in the “ATTACHMENT 2 – STATEMENT OF WORK FOR THE SUBMARINE PAYLOAD CONTROL SYSTEM” and “ATTACHMENT 6 - SYSTEM PERFORMANCE SPECIFICATION FOR THE AN/BYG-1 PAYLOAD CONTROL SYSTEM (PMS4253-PCS-001), DATED 9 MAY 2014”. Note: The PCS System Performance Specification can be found in the E-TIC library for RFP purposes and will be delivered under separate cover at contract award.

(1) The scope of services includes engineering and technical services supporting the sustainment and maintenance of on-going legacy Technical Insertion efforts as well as other engineering and analysis tasks as requested by the Government and authorized under Technical Instructions.

(2) These efforts shall include Fleet and new construction problem assessment and adjudication; configuration control; software, hardware and logistics troubleshooting; and End of Life issue assessment.

(3) These efforts shall also include engineering support for other unique studies and analysis, not associated with the specific TI/APB development efforts defined in Appendices A through C and E.

(a) 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.

(b) The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified therefore, as authorized by as authorized by Technical Instructions issued by the COR in PMS425 or the PCO as identified in Section G.

(c) 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.

(d) 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.

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

(f) 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.

(g) 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.

(h) 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.

ITEMS 0002, and (if Options are exercised) ITEMS 0102, 0104, 0202, 0204, 0302, 0304, 0402, and 0404 -

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.

HQ C-2-0002 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN 1994)

(a) Performance under this contract may require that the Contractor have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Contractor shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, (1) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the work required by this contract, and (2) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall not impose any limitation upon the Government or its employees with respect to such data or software. A copy of the executed agreement shall be provided to the Contracting Officer. The Government may unilaterally modify the contract to list those third parties with which the Contractor has agreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; (2) not disclose the data or software to another party or other Contractor personnel except as authorized by the Contracting Officer; (3) not engage in any other action, venture, or employment wherein this information will be used, other than under this contract, in any manner inconsistent with the spirit and intent of this requirement; (4) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Contractor; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

(c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Government through any means to which the Contractor has access in the performance of this contract that contains proprietary or other restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt by an individual, company, or Government representative not directly involved in the effort to be performed under this contract to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Government representative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting "subcontractor" for "Contractor" where appropriate.

(f) Compliance with this requirement is a material requirement of this contract.

HQ C-2-0008 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, subassemblies or assemblies to be furnished under this contract, the Contractor shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards or Data item Descriptions of the contract or as required by orders for spare and repair parts. The cognizant Government Contract Administration Office shall be responsible for providing the Contractor such NSNs or preliminary NSNs which may be assigned and which are not already in possession of the Contractor.

HQ C-2-0009 ASSIGNMENT OF SERIAL NUMBER(S) (NAVSEA) (SEP 1990)

The Contractor shall request serial number assignment, in writing, from the Cognizant Technical Program Office, with a copy to the cognizant Contract Administration Office. The request for serial number assignment shall contain the following minimum information:

(a) Contract number;

(b) Assigned line item number and description;

(c) Assigned type designation;

(d) Assigned model number;

(e) Top drawing number and ID (List of Drawings) number;

(f) Exact quantity for which serial numbers are being requested, including preproduction samples required by the contract; and

(g) National Stock Number

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.

HQ C-2-0012 CONFIGURATION MANAGEMENT (NAVSEA) (APR 2004)

(a) Baseline Definition For configuration control purposes, all contractual documentation in effect at the time of contract award 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.

(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…