Conformed_Copy_of_N00024-15-R-6406_Amendment_0001.doc

Section B - Supplies or Services and Prices

CLIN Number 0001

MK 54 LWT Common Parts Kits

FPI

Proof of Design (POD) (See Note A)

FOB: Origin

PURCHASE REQUEST NUMBER: 15NR94422

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

CLIN Number 0002

MK54 LWT Common Parts Kits

FPI

Proof of Manufacturing (POM) (See Note A)

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

CLIN Number 0003

MK54 LWT Common Parts Kits

FFP

Kit

CGA, IMU, Fuel Thank and Afterbody Kit

(See Note B)

NET AMT

CLIN Number 0004

MK 54 Mod 0 LWT

Kit

PGAs and W4 Cables (See Note B)

NET AMT

CLIN Number 0005

(See Note C, D and J)

FOB: Origin

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0006

COST

Associated with Engineering Services CLIN 0005 and Hardware Repair CLIN 0009, No Fee Authorization for Other Direct Cost, (See Note C and G)

ESTIMATED COST

CLIN Number 0007

Production Support Material

NET AMT

CLIN Number 0008

Spares

NET AMT

CLIN Number 0009

(See Note C, E and J)

FOB: Origin

CLIN Number 0010

MK54 LWT Exercise Fuel Tanks

(See Note B and C) Exhibit D - MK 54 Exercise Fuel Tank Parts List

Each

OPTION

FOB: Origin

FFP

CLIN Number 0011

Warranty on Supplies

Each

NET AMT

CLIN Number 0012

Small Business Subcontracting Incentive

NET AMT

CLIN Number 0013

MK 54 LWT Production Data

Not Separately Priced (NSP) - Price Included in CLINs 0001, 0002, 0003 0004 and (IF OPTIONS EXERCISED) 0005, 0006, 0007, 0008, 0009, 0010, 0012, 0103, 0104, 0105, 0106, 0107, 0108, 0109, 0110, 0203, 0204, 0205, 0206, 0207, 0208, 0209, 0210, 0303, 0304, 0305, 0306, 0307, 0308, 0309, 0310, 0403, 0404, 0405, 0406, 0407, 0408, 0409, and 0410.

CDRL Exhibit A and B.

NET AMT

CLIN Number 0014

Warranty on Supplies

Under CLIN 0004 (See Note C and F)

Each

OPTION

FOB: Destination

FFP

CLIN Number 0101

Reserved

FOB: Origin

NET AMT

CLIN Number 0102

Reserved

FOB: Origin

NET AMT

CLIN Number 0103

MK54 LWT Common Parts Kits

Kit

NET AMT

CLIN Number 0104

MK 54 Mod 0 LWT

Kit

NET AMT

CLIN Number 0105

(See Note C, D and J)

FOB: Origin

CLIN Number 0106

COST

Associated with Engineering Services CLIN 0105 and Hardware Repair CLIN 0109, No Fee Authorization for Other Direct Cost (See Note C and G)

ESTIMATED COST

CLIN Number 0107

Production Support Material

NET AMT

CLIN Number 0108

Spares

NET AMT

CLIN Number 0109

(See Note C, E and J)

FOB: Origin

CLIN Number 0110

MK54 LWT Exercise Fuel Tanks

Each

OPTION

FOB: Origin

FFP

CLIN Number 0111

Warranty on Supplies

Each

NET AMT

CLIN Number 0112

Small Business Subcontracting Incentive

NET AMT

CLIN Number 0114

Warranty on Supplies

Under CLIN 0104 (See Note C and F)

Each

OPTION

FOB: Destination

FFP

CLIN Number 0201

Reserved

FOB: Origin

NET AMT

CLIN Number 0202

Reserved

FOB: Origin

NET AMT

CLIN Number 0203

MK54 LWT Common Parts Kits

Kit

NET AMT

CLIN Number 0204

MK 54 Mod 0 LWT

Kit

NET AMT

CLIN Number 0205

(See Note C, D and J)

FOB: Origin

CLIN Number 0206

COST

Associated with Engineering Services CLIN 0205 and Hardware Repair CLIN 0209, No Fee Authorized for Other Direct Cost, (See Note C and G)

ESTIMATED COST

CLIN Number 0207

Production Support Material

NET AMT

CLIN Number 0208

Spares

NET AMT

CLIN Number 0209

(See Note C, E and J)

FOB: Origin

CLIN Number 0210

MK54 LWT Exercise Fuel Tanks

Each

OPTION

FOB: Origin

FFP

CLIN Number 0211

Warranty on Supplies

Each

NET AMT

CLIN Number 0212

Small Business Subcontracting Incentive

NET AMT

CLIN Number 0214

Warranty on Supplies

Under CLIN 0204, (See Note C and F)

Each

OPTION

FOB: Destination

FFP

CLIN Number 0301

Reserved

FOB: Origin

NET AMT

CLIN Number 0302

Reserved

FOB: Origin

NET AMT

CLIN Number 0303

MK54 LWT Common Parts Kits

Kit

NET AMT

CLIN Number 0304

MK 54 Mod 0 LWT

Kit

NET AMT

CLIN Number 0305

(See Note C, D and J)

FOB: Origin

CLIN Number 0306

COST

Associated with Engineering Services CLIN 0305 and Hardware Repair CLIN 0309, No Fee Authorized for Other Direct Cost, (See Note C and G)

ESTIMATED COST

CLIN Number 0307

Production Support Material

NET AMT

CLIN Number 0308

Spares

NET AMT

CLIN Number 0309

(See Note C, E and J)

FOB: Origin

CLIN Number 0310

MK54 LWT Exercise Fuel Tanks

Each

OPTION

FOB: Origin

FFP

CLIN Number 0311

Warranty on Supplies

Each

NET AMT

CLIN Number 0312

Small Business Subcontracting Incentive

NET AMT

CLIN Number 0314

Warranty on Supplies

Under CLIN 0304, (See Note C and F)

Each

OPTION

FOB: Destination

FFP

CLIN Number 0401

Reserved

FOB: Origin

NET AMT

CLIN Number 0402

Reserved

FOB: Origin

NET AMT

CLIN Number 0403

MK54 LWT Common Parts Kits

Kit

NET AMT

CLIN Number 0404

MK 54 Mod 0 LWT

Kit

NET AMT

CLIN Number 0405

(See Note C, D and J)

FOB: Origin

CLIN Number 0406

COST

Associated with Engineering Services CLIN 0405 and Hardware Repair CLIN 0409, No Fee Authorized for Other Direct Cost, (See Note C and G)

ESTIMATED COST

CLIN Number 0407

Production Support Material

NET AMT

CLIN Number 0408

Spares

NET AMT

CLIN Number 0409

(See Note C, E and J)

FOB: Origin

CLIN Number 0410

MK54 LWT Exercise Fuel Tanks

Each

OPTION

FOB: Origin

FFP

CLIN Number 0411

Warranty on Supplies

Each

NET AMT

CLIN Number 0412

Small Business Subcontracting Incentive

NET AMT

CLIN Number 0414

Warranty on Supplies

Under CLIN 0404, (See Note C and F)

Each

OPTION

FOB: Destination

FFP

SECTION B NOTES

NOTE A – The Contractor shall propose a Fixed-Price Incentive (FPI) structure for these item(s).

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

Ceiling Price – 120% of Target Cost.

NOTE B – These CLINs consist of stepladder quantities which may range from the stated minimum quantities through the stated maximum quantities for each respective CLIN. Maximum steps are provided for each respective CLIN and shall not be exceeded. Offerors shall provide stepladder pricing in the “Stepladder Pricing Table.”

STEPLADDER GUIDELINES

Stepladder guidelines for CLINs 0003, 0004, 0103, 0104, 0203, 0204, 0303, 0304, 0403 and 0404:

Stepladder guidelines for CLINs 0010, 0110, 0210, 0310 and 0410:

STEPLADDER PRICING TABLE (TO BE FILLED IN BY OFFEROR)

NOTE C – Option items 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 D – The Government may issue Technical Instructions (TI) in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999) included in SECTION H of this contract. The Government estimate is approximately 25,000 man-hours per year during the base year and each of the subsequent options years for Engineering Services. This is an estimated amount of labor hours and does not indicate that the Government will necessarily require this amount or any at all. These CLINs are Cost-Plus Fixed Fee (CPFF). The Government anticipates funding efforts under this CLIN using WPN, OM&N, RDT&E and FMS funding. Additional SLINs will be added as required. Any Other Direct Costs associated with the performance of TIs shall be reimbursed on associated CLINs 0006, 0106, 0206, 0306 and 0406 per NOTE G.

NOTE E – The Government may issue TIs in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999) included in SECTION H of this contract. The Government estimate is approximately 10,000 man-hours per year for hardware repair as described in SECTION C. This is an estimated amount of labor hours and does not indicate that the Government will necessarily require this amount or any at all. These CLINs are Cost-Plus Fixed Fee (CPFF). Any Other Direct Costs associated with the performance of TIs shall be reimbursed on associated CLINs 0006, 0106, 0206, 0306 and 0406 per NOTE G.

NOTE F – If options are exercised, the Contractor shall warranty items delivered under CLINs 0003, 0004, 0103, 0104, 0203, 0204, 0303, 0304, 0403, and 0404 in accordance with the warranty provisions of this contract as specified in SECTION I. The Government has the unilateral right to exercise per unit quantities up to the stepladder quantity ordered under CLINs 0003, 0004, 0103, 0104, 0203, 0204, 0303, 0304, 0403, and 0404.

NOTE G – These CLINs are Cost Only. No fee shall be associated with contract’s Other Direct Costs.

NOTE H – SMALL BUSINESS SUBCONTRACTING INCENTIVE: CLINs 0012, 0112, 0212, 0312, and 0412

(a) Objective:

PEO Submarine is committed to increasing small business participation in submarine system and subsystem development, production and support efforts consistent with cost/benefit considerations and attainment of acquisition objectives. Therefore, the Contractor may earn a Small Business Subcontracting Incentive Fee (SBSIF) under this contract for exceeding the subcontracting goals identified in the table below. The specifics for evaluation of the SBSIF are set forth in paragraphs that follow.

(b) Subcontracting Goals:

*Base for measurement is total subcontract dollars.

(c) Periods and SBSIF Available:

The SBSIF is available for each annual MK 54 LWT production effort. The evaluation will be based on the value of small business subcontracting under each annual production up through delivery of the last system in each option. The SBSIF pools for each category in each year will be calculated by applying the percentages specified in the table below to the total amount obligated on the specified Contract Line Item Number (CLIN). *Percentages Apply to Each Separate Column as defined below.

CLINs 0003 & 0004 *Option 1

CLINs 0103 & 0104 *Option 2

CLINs 0203 & 0204 *Option 3

CLINs 0303 & 0304 *Option 4

CLINs 0403 & 0404

*If and to the extent exercised in accordance with FAR 52.217-7, "OPTION FOR INCREASED QUANTITY—SEPARATELY PRICED LINE ITEM."

(i) The Contractor may earn the amount available under each category if its subcontracting percentage meets or exceeds the goal for each category established in paragraph (b) above.

(ii) The Contractor will not earn any of the amounts available if its subcontracting percentage is below the goal for the applicable category established in paragraph (b) above.

(iii) The incentive categories under this clause will be earned or not earned on an individual basis.

Failure to earn the amount available under one or more of the categories does not preclude the

Contractor from earning the amount available under the remaining category/categories.

(d) SF294 Subcontracting Reports:

The Contractor, unless a small business itself, shall submit semi-annual SF294s, "Subcontracting Report for Individual Contracts," even if under a comprehensive plan that does not normally require SF294s.

(e) Procedures:

1. Within thirty (30) working days of completion of delivery of the last MK 54 LWT Common Parts Kits and MK 54 MOD 0 PGAs and W4 Cables associated with CLIN 0003 or 0004 (whichever is later) or including options CLINs 0103, 0104, 0203, 0204, 0303, 0304, 0403, and 0404 in options years under each separate effort identified in paragraph (c), the Contractor shall submit to the Contracting Officer in writing a self-evaluation of its performance under this clause. This self-evaluation will include, at a minimum, the SF294s for the period and any other data used by the Contractor in determining its self-evaluation.

2. Within fifteen (15) working days of receipt of the Contractor's self-evaluation, the Contracting Officer's Representative (COR) will review and evaluate the Contractor's self-evaluation to determine if all required data was provided and if any SBSIF was earned.

3. Within thirty (30) working days of receipt of the Contractor's self-evaluation or revised self-evaluation, the COR will meet with the PCO to make a final determination of whether any such SBSIF has been earned. The PCO will issue a unilateral modification providing earned SBSIF. Determinations made under this paragraph are unilateral decisions made solely at the discretion of the Government.

4. No SBSIF will be earned unless the Contractor is making timely deliveries and is in compliance with the specifications for the hardware being acquired. The PCO will make the determination of whether the Contractor has met this prerequisite to be considered for the SBSIF. In the event that the PCO determines that the Contractor's performance is not satisfactory, the Contractor will not be eligible for the SBSIF.

(f) Finality of PCO's Determination:

The parties agree that determinations of the PCO with respect to the amount of SBSIF to be paid to the Contractor are unilateral decisions made solely at the discretion of the Government. Notwithstanding anything else in this incentive or contract, a payment under this incentive is not incurred or earned until the effective date of a written contract modification.

Payment of SBSIF:

The Contractor will be paid the SBSIF amount(s) earned upon submittal of proper invoices to the cognizant Payment Office. The Contractor's invoice shall show the amount of SBSIF payable by contract line item. The Contractor's invoice must cite the appropriate accounting data in order for payment to be effected.

Single Point of Contact:

The Contractor shall establish a single point of contact to deal with the Government on its small business subcontracting activities relating to this contract. The Government encourages the Contractor to pursue activities that will support increasing the level of small business subcontracting participation under this contract including, but not limited to, internal education and training, participation in matchmaking conferences and other outreach efforts, and the use of SUB-Net to post subcontracting opportunities.

NOTE I – Reserved NOTE J - For purposes of the “Payment of Fee(s) (Level of Effort – Alternate I)” clauses the hourly fee rate is as follows:

*To be filled in by Offeror

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0004 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(APPLICABLE TO ALL CLINS)

(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.

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0007 LIMITATION OF COST/LIMITATION OF FUNDS (NAVSEA) (SEP 1990)

(APPLICABLE TO CLINs 0005, 0006, 0009, 0105, 0106, 0109, 0205, 0206, 0209, 0305, 0306, 0309, 0405, 0406, and 0409)

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.

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0012 PAYMENT FOR ENGINEERING SERVICES AND SUPPORT (NAVSEA) (JAN 2008)

(APPLICABLE TO CLINs 0005, 0009, 0105, 0109, 0205, 0209, 0305, 0309, 0405, and 0409)PRIVATE

(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).

HQ B-2-0015 PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010)

(APPLICABLE TO CLINs 0005, 0009, 0105, 0109, 0205, 0209, 0305, 0309, 0405, and 0409)

(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)

(APPLICABLE TO CLINs 0007, 0008, 0107, 0108, 0207, 0208, 0307, 0308, 0407, and 0408)

(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) (APR 2015)

(APPLICABLE TO CLINs 0006, 0106, 0206, 0306, and 0406)PRIVATE

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

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

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

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

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

HQ B-2-0023 CONTRACT SUMMARY FOR PAYMENT OFFICE (COST/FIXED PRICE) (FEB 1997)

(APPLICABLE TO ALL CLINs)

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

0003, 0103, 0203, 0303, 0403

0004, 0104, 0204, 0304, 0404, 0007, 0107, 0207, 0307, 0407, 0008, 0108, 0208, 0308, 0408, 0010, 0110, 0210, 0310, 0410, 0011, 0111, 0211, 0311, 0411, 0012, 0112, 0212, 0312, 0412 0014, 0114, 0214, 0314, 0414

FFP

0005, 0105, 0205, 0305, 0405

0009, 0109, 0209, 0309, 0409

CPFF

0101, 0201, 0301, 0401

0102, 0202, 0302, 0402

RESERVED

Section C - Descriptions and Specifications

PART 1 CLIN DESCRIPTIONS

CLIN 0001 – MK 54 LWT PROOF OF DESIGN (POD) KITS

The POD kits shall consist of a MK 54 MOD 0 Processor Group Assembly (PGA) and a Control Group Assembly (CGA).

The Contractor shall perform Non-Recurring Engineering (NRE) design and redesign due to obsolescence, fabricate and/or procure, assemble, test and deliver MK 54 LWT POD kits in accordance with Attachment 1 – Contract Baseline.

The Contractor shall design, fabricate and/or procure, assemble, test, and deliver a MK 54 MOD 0 PGA to the requirements (excluding environmental and HASS requirements) of 8595285 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Subsystem Specification (SSS), 8595286 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Test Requirements Description (TRD), 8595290 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Software Interface Specification (SIS), and 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS).

The Contractor shall design, fabricate and/or procure, assemble, test and deliver a MK 54 LWT CGA to the requirements (excluding environmental and HASS requirements) of 8595283 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Subsystem Specification (SSS), 8595284 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Test Requirements Description (TRD), 8595305 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Software Interface Specification (SIS), and 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS).

All POD kits shall meet the requirements (excluding environmental and HASS requirements) of the 8210771 – Torpedo MK 54 MOD 0 Mechanical Interface Control Drawing (M-ICD), and 8595289 – Torpedo MK 54 MOD 0 Internal Electrical Interface Control Drawing (E-ICD). POD kits shall be compatible with cables manufactured in accordance with 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS), and 8243232 – Torpedo MK 54 MOD 0 Torpedo Downloader System (TDS) Interface Requirements Specification (IRS).

CLIN 0002 – MK 54 LWT PROOF OF MANUFACTURE (POM) KITS

The MK 54 LWT POM Kits shall consist of a MK 54 MOD 0 PGA and W4 Cable, a MK 54 LWT CGA, an Inertial Measurement Unit (IMU), a warshot fuel tank, afterbody upgrade items and associated mounting hardware. The POM and environmental qualification test units shall be equivalent to the MK 54 LWT Kit production units procured under CLINs 0003 and 0004 and if Options exercised CLINS 0103, 0104, 0203, 0204, 0303, 0304, 0403 and 0404.

The Contractor shall perform Non-Recurring Engineering (NRE) design and redesign due to obsolescence, fabricate and/or procure, assemble, test and deliver MK 54 LWT POM kits in accordance with Attachment 1 – Contract Baseline.

For purposes of this contract, the MK 54 LWT POM Kits are first articles.

The Contractor shall design, fabricate and/or procure, assemble, test and deliver a MK 54 MOD 0 PGA to the requirements of 8595285 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Subsystem Specification (SSS), 8595286 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Test Requirements Description (TRD), 8595290 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Software Interface Specification (SIS), and 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS).

The Contractor shall fabricate and/or procure, assemble, test and deliver the MK 54 MOD 0 LWT W4 Cables, part number 8325557, to the requirements of 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS).

The Contractor shall design, fabricate and/or procure, assemble, test and deliver a MK 54 LWT CGA to the requirements of 8595283 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Subsystem Specification (SSS), and 8595284 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Test Requirements Description (TRD), 8595305 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Software Interface Specification (SIS), and 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS).

The Contractor shall design, fabricate and/or procure, assemble, test, and deliver a MK 54 LWT IMU to the requirements of 8595287 – Torpedo MK 54 MOD 0 Inertial Measurement Unit (IMU) Subsystem Specification (SSS), 8595288 – Torpedo MK 54 MOD 0 Inertial Measurement Unit (IMU) Test Requirements Description (TRD) and 8595304 – Torpedo MK 54 MOD 0 Internal Interface Requirements Specification (IRS).

The Contractor shall fabricate and/or procure, assemble, test and deliver the warshot fuel tank, afterbody upgrade items and mounting hardware identified in Exhibit F – Build-to-Print Items and Assemblies, to the requirements as identified in Attachment 1 – Contract Baseline. The Contractor shall utilize the GFE provided in Attachment 4 – Government Furnished Equipment to support the integration, physical interfaces fitment, and test effort for the POM kits.

All POM kits shall meet the requirements of 8210771 – Torpedo MK 54 MOD 0 Mechanical Interface Control Drawing (E-ICD), and 8595289 – Torpedo MK 54 MOD 0 Internal Electrical Interface Control Drawing (E-ICD). POM kits shall be compatible with cables manufactured in accordance with 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS) and 8243232 – Torpedo MK 54 MOD 0 Torpedo Downloader System (TDS) Interface Requirements Specification.

CLIN 0003 AND (IF OPTIONS ARE EXERCISED) CLINs 0103, 0203, 0303 and 0403 – MK 54 LWT COMMON PARTS KITS

The MK 54 LWT Common Parts Kits shall consist of a MK 54 LWT CGA, an IMU, a warshot fuel tank, afterbody upgrade items and associated mounting hardware.

The Contractor shall fabricate and/or procure, assemble, test and deliver a MK 54 LWT CGA to the requirements of 8595283 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Subsystem Specification (SSS), 8595284 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Test Requirements Description (TRD), 8595305 – Torpedo MK 54 MOD 0 Control Group Assembly (CGA) Software Interface Specification (SIS), 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS), and in accordance with Attachment 1 – Contract Baseline.

The Contractor shall fabricate and/or procure, assemble, test and deliver the MK 54 LWT IMU to the requirements of 8595287 – Torpedo MK 54 MOD 0 Inertial Measurement Unit (IMU) Subsystem Specification (SSS) and 8595288 – Torpedo MK 54 MOD 0 Inertial Measurement Unit (IMU) Test Requirements Description (TRD), 8595304 – Torpedo MK 54 MOD 0 Internal Interface Requirements Specification (IRS), and in accordance with Attachment 1 – Contract Baseline.

The Contractor shall fabricate and/or procure, assemble, test and deliver the warshot fuel tank, afterbody upgrade items and mounting hardware identified in Exhibit F – Build-to-Print Items and Assemblies, to the requirements of the build-to-print items as identified in Attachment 1 – Contract Baseline. The Contractor shall use the GFE provided in accordance with Attachment 4 – Government Furnished Equipment, to support the integration, physical interfaces fitment, and test effort for the MK54 LWT units.

All MK 54 LWT Common Parts Kits shall meet the requirements of 8210771 – Torpedo MK 54 MOD 0 Mechanical Interface Control Drawing (E-ICD) and 8595289 – Torpedo MK 54 MOD 0 Internal Electrical Interface Control Drawing (E-ICD). MK 54 LWT Common Parts Kits shall be compatible with cables manufactured in accordance with 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS) and 8243232 – Torpedo MK 54 MOD 0 Torpedo Downloader System (TDS) Interface Requirements Specification.

Applicable to FMS units: The Contractor may, in accordance with DFARS 225.7303-2, submit their negotiated offset agreement to the PCO at the time of Letter of Offer and Acceptance (LOA) approval after contract award. With concurrence from PMS 404, the Contracting Officer will review and may approve adjustments to CLIN/SLIN FMS pricing in accordance with DFARS 225.7303-2 for which the offset agreement has been negotiated between the Country and the Contractor.

CLIN 0004 AND (IF OPTIONS ARE EXERCISED) CLINs 0104, 0204, 0304 and 0404 – MK 54 MOD 0 LWT PGAS AND W4 CABLE

The Contractor shall fabricate and/or procure, assemble, test and deliver a MK 54 LWT MOD 0 PGA to the requirements of 8595285 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Subsystem Specification (SSS), 8595286 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Test Requirements Description (TRD), 8595290 – Torpedo MK 54 MOD 0 Processor Group Assembly (PGA) Software Interface Specification (SIS), 8595304 – Torpedo MK 54 MOD 0 Interface Requirements Specification (IRS), and in accordance with Attachment 1 – Contract Baseline.

The Contractor shall fabricate and/or procure, assemble, test and deliver the MK 54 MOD 0 LWT W4 Cables, part number 8325557, to the requirements of 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS), and in accordance with Attachment 1 – Contract Baseline.

All MK 54 MOD 0 LWT PGAs and W4 Cable units shall meet the requirements of 8210771 – Torpedo MK 54 MOD 0 Mechanical Interface Control Drawing (M-ICD) and 8595289 – Torpedo MK 54 MOD 0 Internal Electrical Interface Control Drawing (E-ICD). MK 54 LWT MOD 0 PGAs and W4 Cables shall be compatible with cables manufactured in accordance with 8595307 – Torpedo MK 54 Cable Assemblies Critical Item Performance Specification (CIPS), 8243232 – Torpedo MK 54 MOD 0 Torpedo Downloader System (TDS) Interface Requirements Specification, and in accordance with Attachment 1 – Contract Baseline.

Applicable to FMS units: The Contractor may, in accordance with DFARS 225.7303-2, submit their negotiated offset agreement to the PCO at the time of Letter of Offer and Acceptance (LOA) approval after contract award. With concurrence from PMS 404, the Contracting Officer will review and may approve adjustments to CLIN/SLIN FMS pricing in accordance with DFARS 225.7303-2 for which the offset agreement has been negotiated between the Government and the Contractor.

(IF OPTIONS ARE EXERCISED) CLINs 0005, 0105, 0205, 0305 and 0405 – ENGINEERING SERVICES

The Contractor shall, subject to TIs issued in accordance with Section H clause NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999), furnish qualified engineers to conduct studies, prototype hardware solutions, provide services, testing and/or analyses of design and/or production related issues for the hardware CLINs.

The maximum liability of the Government for each engineering services order shall not exceed the amount set forth in the individual TIs. If, at any time, the Contractor has reason to believe that the amount it expects to incur in the performance of each engineering services task in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the amount set forth in the order; or if, at any time, the Contractor has reason to believe that the amount for the full performance of each engineering services task will be greater than or substantially less than that set forth in the order, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the hours and/or amount for the performance of said task. The Contractor shall not exceed the obligated amount for each engineering services task, unless and until such amount has been increased in writing by the Contracting Officer. 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 therefore prior to the increase shall be paid or reimbursed to the same extent as if expended or incurred after increase. The Contractor is not required to report earned value management for engineering services orders unless specifically required by the TI.

(IF OPTIONS ARE EXERCISED) CLINs 0006, 0106, 0206, 0306 and 0406 – OTHER DIRECT COSTS

The Contractor shall invoice the costs of supplies, material, subsistence, transportation and overtime incurred, as authorized by Technical Instruction (TI) in accordance with (IAW) Section H clause 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999), for Engineering Services and Hardware Repair and Maintenance that are provided under the applicable option under CLINs 0005, 0009, 0105, 0109, 0205, 0209, 0305, 0309, 0405, and 0409 in accordance with HQ C-1-0008 Support for Engineering Services (NAVSEA )(JUN 1992).

(IF OPTIONS ARE EXERCISED) CLINs 0007, 0107, 0207, 0307 and 0407 – PRODUCTION SUPPORT MATERIAL

The Contractor shall fabricate and/or procure, assemble, test, and deliver the material identified in Exhibit E – Production Support Material. If Options exercised, for each part listed in Exhibit E the Contractor shall deliver the quantities specified by the Government for each individual part. The quantities specified by the Government will be less than or equal to thirty (30).

(IF OPTIONS ARE EXERCISED) CLINs 0008, 0108, 0208, 0308 and 0408 – SPARES

The Contractor shall fabricate and/or procure, assemble, test, and deliver the material identified in Exhibit C – Spares. If Options exercised, for each part listed in Exhibit C the Contractor shall deliver the quantities specified by the Government for each individual part. The quantities specified by the Government will be less than or equal to thirty (30).

(IF OPTIONS ARE EXERCISED) CLINs 0009, 0109, 0209, 0309 and 0409 – HARDWARE REPAIR

The Contractor shall provide cost-reimbursable hardware repair services for Government-owned hardware delivered under this contract that is not covered under the manufacturer's or a third-party warranty. The Government will provide Government Furnished Equipment (GFE) in need of rework or repair to the Contractor. The Contractor shall provide to the Government a cost estimate and schedule for rework or repair and retest within fifteen (15) days of receipt of GFE needing rework or repair. The Contractor shall not proceed with the repair unless a written notification is provided by the Contracting Officer Representative (COR).

The Contractor shall provide cost-reimbursable hardware repair services for Contractor-owned hardware that has been damaged by the Government due to no fault of the Contractor. The Government will provide the damaged equipment in need of rework or repair to the Contractor. The Contractor shall provide a cost estimate and schedule for rework or repair and retest to the Government within fifteen (15) working days of receipt of equipment needing rework or repair. The Contractor shall not proceed with the repair without written notification from the Contract Officer Representative (COR).

The Contractor shall, subject to TIs issued in accordance with Section H clause NAVSEA 5252.242 9115 TECHNICAL INSTRUCTIONS (APR 1999), repair the Government and/or Contractor hardware under this contract as hereby specified. Prior to the Contractor performing any hardware repair services, the Contracting Officer's designated Contracting Officer's Representative (COR) (See Section G) will authorize all repairs.

The maximum liability of the Government for each hardware repair order shall not exceed the amount set forth in the individual TIs. If, at any time, the Contractor has reason to believe that the amount it expects to incur in the performance of each hardware repair task in the next succeeding sixty (60) days, when added to all costs previously incurred, will exceed seventy-five percent (75%) of the amount set forth in the order; or if, at any time, the Contractor has reason to believe that the amount for the full performance of each engineering services task will be greater than or substantially less than that set forth in the order, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the hours and/or amount for the performance of said task. The Contractor shall not exceed the obligated amount for each engineering services task, unless and until such amount has been increased in writing by the Contracting Officer. 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 therefore prior to the increase shall be paid or reimbursed to the same extent as if expended or incurred after increase. The Contractor is not required to report earned value management for engineering services orders unless specifically required by the TI.

(IF OPTIONS ARE EXERCISED) CLINs 0010, 0110, 0210, 0310 and 0410 – MK 54 LWT EXERCISE FUEL TANKS

The Contractor shall fabricate and/or procure, assemble, test, and deliver all items in accordance with the drawings, specifications, requirements and quantities identified in Exhibit D.

(IF OPTIONS ARE EXERCISED) CLINs 0011, 0014, 0111, 0114, 0211, 0214, 0311, 0314, 0411 and 0414 – WARRANTY ON SUPPLIES

The Contractor shall provide a warranty for items designated USN only (non-FMS) delivered under CLINs 0003, 0004, 0103, 0104, 0203, 0204, 0303, 0304, 0403, and 0404 in accordance with the warranty provisions of this contract as specified in Section I, Contract Clauses.

(IF OPTIONS ARE EXERCISED) CLINs 0012, 0112, 0212, 0312 and 0412 – SMALL BUSINESS SUBCONTRACTING INCENTIVE

Refer to Small Business Incentive clause in Note H in Section B.

CLIN 0013 – PRODUCTION DATA

The Contractor shall provide data to the Government in accordance with:

HQ C-1-0001 Data Requirements (NAVSEA) (SEP 1992):

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

PART 2 SPECIFIC REQUIREMENTS

2.1 ACCESS TO GOVERNMENT FACILITIES

The Contractor will have access to the Government-owned facilities located at Naval Undersea Warfare Center (NUWC) Division, Newport, Rhode Island; NUWC Division, Keyport, Washington; and NUWC Division, Keyport facilities located at Naval Submarine Base Bangor, Washington as required in support of the life cycle of this procurement including production, testing efforts, troubleshooting, failure analysis, meetings, etc. on a not to interfere basis.

For utilization of and access to Government facilities, the Contractor shall establish a Government Approved Test Availability Plan…