N00024-15-R-5201_16_OCT_2014.doc

Section B - Supplies or Services and Prices

CLIN Number 0001

Base - Water Cooled CCS BTP with GFE

FFP

Notes A, C, D, H

FOB: Origin

PURCHASE REQUEST NUMBER: N0002414NR05201

NET AMT

CLIN Number 0002

Base - Water Cooled CCS BTP

NET AMT

CLIN Number 0003

Base - Water Cooled ASAN BTP with GFE

Notes A, C, D, H

NET AMT

CLIN Number 0004

Base - Water Cooled ASAN BTP

NET AMT

CLIN Number 0005

Base - Water Cooled PS2 BTP with GFE

Notes A, C, D, H

NET AMT

CLIN Number 0006

Base - Water Cooled PS2 BTP

NET AMT

CLIN Number 0007

Base - Reserved

NET AMT

CLIN Number 0008

Base - Reserved

NET AMT

CLIN Number 0009

Base - Engineering Services

Note A, C, F, H

FOB: Origin

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0010

Base - PIO in support of CLIN 0009

Provisioned Items Orders

Notes A, C

NET AMT

CLIN Number 0011

Base - INCO, Spares, & Repair

Notes A, C, E, H

NET AMT

CLIN Number 1001

Water Cooled CCS BTP with GFE

NET AMT

CLIN Number 1002

Water Cooled CCS BTP

NET AMT

CLIN Number 1003

Water Cooled ASAN BTP with GFE

NET AMT

CLIN Number 1004

Water Cooled ASAN BTP

NET AMT

CLIN Number 1005

Water Cooled PS2 with GFE

NET AMT

CLIN Number 1006

Water Cooled PS2

NET AMT

CLIN Number 1007

Reserved

NET AMT

CLIN Number 1008

Reserved

NET AMT

CLIN Number 1009

Note A, B, C, F, H

FOB: Origin

CLIN Number 1010

PIO in support of CLIN 1009

Notes A, B, C

NET AMT

CLIN Number 1011

INCO, Spares, & Repair

NET AMT

CLIN Number 2001

Water Cooled CCS BTP with GFE

NET AMT

CLIN Number 2002

Water Cooled CCS BTP

NET AMT

CLIN Number 2003

Water Cooled ASAN BTP with GFE

NET AMT

CLIN Number 2004

Water Cooled ASAN BTP

NET AMT

CLIN Number 2005

Water Cooled PS2 with GFE

NET AMT

CLIN Number 2006

Water Cooled PS2 BTP

NET AMT

CLIN Number 2007

Reserved

NET AMT

CLIN Number 2008

Reserved

NET AMT

CLIN Number 2009

Note A, B, C, F, H

FOB: Origin

CLIN Number 2010

PIO in support of CLIN 2009

Notes A, B, C

NET AMT

CLIN Number 2011

INCO, Spares, & Repair

NET AMT

CLIN Number 3001

Water Cooled CCS BTP with GFE

NET AMT

CLIN Number 3002

Water Cooled CCS BTP

NET AMT

CLIN Number 3003

Water Cooled ASAN BTP with GFE

NET AMT

CLIN Number 3004

Water Cooled ASAN BTP

NET AMT

CLIN Number 3005

Water Cooled PS2 BTP with GFE

NET AMT

CLIN Number 3006

Water Cooled PS2 BTP

NET AMT

CLIN Number 3007

Reserved

NET AMT

CLIN Number 3008

Reserved

NET AMT

CLIN Number 3009

Note A, B, C, F, H

FOB: Origin

CLIN Number 3010

PIO in support of CLIN 3009

Notes A, B, C

NET AMT

CLIN Number 3011

INCO, Spares, & Repair

NET AMT

CLIN Number 4001

Water Cooled CCS BTP with GFE

NET AMT

CLIN Number 4002

Water Cooled CCS BTP

NET AMT

CLIN Number 4003

Water Cooled ASAN BTP with GFE

NET AMT

CLIN Number 4004

Water Cooled ASAN BTP

NET AMT

CLIN Number 4005

Water Cooled PS2 BTP with GFE

NET AMT

CLIN Number 4006

Water Cooled PS2 BTP

NET AMT

CLIN Number 4007

Reserved

NET AMT

CLIN Number 4008

Reserved

NET AMT

CLIN Number 4009

Note A, B, C, F, H

FOB: Origin

CLIN Number 4010

PIO in support of CLIN 4009

Notes A, B, C

NET AMT

CLIN Number 4011

INCO, Spares, & Repair

NET AMT

CLIN Number 5001

First Article Requirements

For Water Cooled CCS CLINs 0001 and 2002.

Notes A, C, G, H

NET AMT

CLIN Number 5002

Reserved

FOB: Destination

NET AMT

CLIN Number 5003

First Article Requirements

For Water Cooled ASAN CLINs 0003 and 2004.

Notes A, C, G, H

NET AMT

CLIN Number 5004

Reserved

NET AMT

CLIN Number 5005

First Article Requirements

Notes A, C, G, H

NET AMT

CLIN Number 5006

Reserved

NET AMT

CLIN Number 5007

Reserved

NET AMT

CLIN Number 5008

Addtional Provisioned Items Orders

NET AMT

CLIN Number 5009

Reserved

NET AMT

CLIN Number 5010

Water Cooled MCE Vendor Qualification

NET AMT

CLIN Number 5011

Reserved

NET AMT

CLIN Number 5012

Data

NSP

Notes A, C

NET AMT

CLIN Number 5013

Reserved

NET AMT

CLIN Number 5014

Production Readiness Review (PRR)

Notes A, C

NET AMT

CLIN Number 5015

Reserved

NET AMT

NOTE A - The minimum quantity that shall be ordered under this Indefinite Delivery Indefinite Quantity (IDIQ) contract is four (4) units of CLIN 0001 “Water Cooled CCS BTP Production with GFE” and two (2) units of CLIN 0003 “Water Cooled ASAN BTP Production with GFE” as well as the associated First Article CLINs 5001 and 5003 and Production Readiness Review CLIN 5012.

NOTE B – Option item to which the option clause in Section I applies and which is to be supplied only if, and to the extent, said option is exercised.

NOTE C – Under this IDIQ type contract (see FAR Clause 52.216-22), equipment and services, if any and as required, shall be ordered (see FAR Clause 52.216-18) by the issuance of Delivery Orders (DD Form 1155). The agency authorized to place delivery orders against this contract is the Naval Sea Systems Command, Washington, D.C. 20376.

NOTE D – The table below establishes stepladder pricing for CLINs 0001 through 0008, 1001 through 1008, 2001 through 2008, 3001 through 3008, 4001 through 4008. The Section B Firm Fixed Price (FFP) amount and the funding provided in each delivery order shall be unilaterally established based on the stepladder pricing in the table below. Every thirty (30) days beginning upon contract award, the Government shall review all orders placed within that timeframe to determine the final unit price. The final unit price will be based on the total number of CPS units, regardless of configuration, ordered within that 30 day timeframe. The Government will retain the unilateral right to amend issued delivery orders at the final unit price.

Note D - Table 1 (BASE YEAR)

CPS TI 16 Step-Ladder Line Items

Unit Price

Note D - Table 2 (OPTION YEAR 1)

CPS TI 16 Step-Ladder Line Items

Unit Price

Note D - Table 3 (OPTION YEAR 2)

CPS TI 16 Step-Ladder Line Items

Unit Price

Note D - Table 4 (OPTION YEAR 3)

CPS TI 16 Step-Ladder Line Items

Unit Price

Note D - Table 5 (OPTION YEAR 4)

CPS TI 16 Step-Ladder Line Items

Unit Price

NOTE E – Stepladder pricing for CLINs 0011, 1011, 2011, 3011 and 4011 is as established in table below. The Section B Firm Fixed Price (FFP) amount and the funding provided in each delivery order shall be unilaterally established based on the stepladder pricing in the table below. Every thirty (30) days beginning upon contract award, the Government shall review all orders placed within that timeframe to determine the final unit price. The final unit price shall be based on the total number of parts required for spares/INCO and CPS production orders placed within that 30 day timeframe. The Government will retain the unilateral right to amend issued delivery orders at the final unit price.

Note E: CPS TI 16 Step-Ladder Line Items - Unit Price

Water-Cooled Core Computing System (CCS)

Water-Cooled Advanced Storage Area Network (ASAN)

Water-Cooled Processing and Storage Subsystem (PS2)

INCO/Spares and Repair Parts

Option Year 1

CLIN 1011

Water-Cooled Core Computing System (CCS)

Water-Cooled Advanced Storage Area Network (ASAN)

Water-Cooled Processing and Storage Subsystem (PS2)

INCO/Spares and Repair Parts

Option Year 2

CLIN 2011

Water-Cooled Core Computing System (CCS)

Water-Cooled Advanced Storage Area Network (ASAN)

Water-Cooled Processing and Storage Subsystem (PS2)

INCO/Spares and Repair Parts

Option Year 3

CLIN 3011

Water-Cooled Core Computing System (CCS)

Water-Cooled Advanced Storage Area Network (ASAN)

Water-Cooled Processing and Storage Subsystem (PS2)

INCO/Spares and Repair Parts

Option Year 4

CLIN 4011

Water-Cooled Core Computing System (CCS)

Water-Cooled Advanced Storage Area Network (ASAN)

Water-Cooled Processing and Storage Subsystem (PS2)

NOTE F – The quantity of labor hours is the maximum order quantity. Labor hours for each task shall be established through negotiation in each delivery order via a Government-provided Statement of Work (SOW). Total hour ceilings shall be the only variable negotiated with each delivery order. The Estimated Cost Plus Fixed Fee (CPFF) amount provided in each delivery order shall be established unilaterally using the composite Rate per Hour proposed in the table below. (Offeror to fill in)

The quantity of hours does not indicate that the Government will necessarily require this amount or any at all. Any travel, incidental material consumed, other direct costs (ODCs) and/or subcontractor effort associated with the performance of this effort shall be included in the proposed man-hour rate.

NOTE G – The Government may waive first article requirements in accordance with NAVSEA HQ Clause HQ-C-2-0062 “Waiver of First Article Requirements.”

NOTE H – PERIOD OF PRICING AVAILABILITY

The Government shall place orders against the listed CLINs for 12 months periods of performance. Periods established in this table are not to be confused with the delivery schedule, the individual ordering periods (12 months), option exercise periods, or the contract’s total potential ordering period (60 months).

0001, 0003, 0005, 0009, 0010, 5001 and 5003

0002, 0004, 0006, 0007, 0008, 0011

Date of Contract Award to 12 months after Award Date of Option Exercise to 12 months after Option Exercise

1001-1011

Date of Option Exercise to 12 months after Option Exercise

2001-2011

Date of Option Exercise to 12 months after Option Exercise

3001-3011

Date of Option Exercise to 12 months after Option Exercise

4001-4011

5002, 5004-5011, 5013, and 5015 Date of Option Exercise to 12 months after Option Exercise Date of Option Exercise to 12 months after Option Exercise

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0004 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-2-0013 PAYMENT FOR ENGINEERING SERVICES AND SUPPORT – ALTERNATE I (NAVSEA) (JAN 2008) (Applicable to CLINs 0009, 1009, 2009, 3009, 4009)

(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.

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0007 LIMITATION OF COST/LIMITATION OF FUNDS (NAVSEA) (SEP 1990) (Applicable to CLINs 0009, 1009, 2009, 3009, 4009) 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-2-0015 PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010) (Applicable to CLINs 0009, 1009, 2009, 3009, 4009)

(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) (Applicable to CLINs 0009, 1009, 2009, 3009, 4009)

(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.

CLAUSES INCORPORATED BY REFERENCE

Section C - Descriptions and Specifications

CONTRACT LINE ITEM DESCRIPTION

WATER COOLED CPS CLINs 0001, 0003, 0005 (if exercised, 0002, 0004, 0006, 1001-1006, 2001-2006, 3001-3006 and 4001-4006) – If ordered, the Contractor shall manufacture, test, and deliver the following Technology Insertion (TI) 16 Water-Cooled Common Processing System (CPS) cabinets in accordance with the applicable Technical Data Package (Attachment J-2) and the requirements of this contract:

· Water Cooled Core Computing System (CCS) - Processing Subsystem: Top Level Drawing - 8479759

· Water Cooled Advanced Storage Area Network (ASAN) - Storage/Extraction Subsystem: Top Level Drawing - 8479760

· Water Cooled Processing and Storage Subsystem (PS2) - I/O Subsystem: Top Level Drawing – 8479942 If required, Government furnished Property for incorporation will be provided (Section H clause 5252.245-9109) for CLINs 0001, 0003, 0005, 1001, 1003, 1005, 2001, 2003, 2005, 3001, 3003, 3005, 4001, 4003, and 4005 CLINs 0007, 0008, 1007, 1008, 2007, 2008, 3007, 3008, 4007, 4008, 5007, 5009, 5011, and 5015 - RESERVED

ENGINEERING SERVICES CLINs 0009 (if exercised, 1009, 2009, 3009, and 4009) - If ordered, the Contractor shall provide engineering services (ES), conduct engineering studies, provide engineering analysis and trade-off studies, and/or support engineering changes as directed by the Government. Contractor shall provide any travel, incidental material consumed, and/or subcontractor effort necessary in the performance of the required ES. The specific tasks shall be defined in each Delivery Order.

PROVISIONED ITEMS ORDERS CLINs 0010 (if exercised, 1010, 1010, 3010, 4010 and 5008) - Provisioned Items Orders will be placed in accordance with the Section C clause PROVISIONED ITEMS ORDERS. The supplies or services shall be identified in each Delivery Order

INCO, SPARES, REPAIR CLINs 0011 (if exercised, 1011, 2011, 3011, 4011) – If ordered, the Contractor shall test and deliver INCO/spares and repair parts. The INCO/spare and repair part descriptions and quantities shall be as established in each delivery order.

FIRST ARTICLE CLINs 5001, and 5003 (if exercised 5002, 5004, 5005 and 5006) – The Contractor shall support and complete first article requirements as defined in the Statement of Work.

DATA CLINs 5012 (if exercised 5013) - The data to be furnished hereunder shall be prepared in accordance with the requirements of this contract and the Contract Data Requirements List (CDRL), DD Form 1423, Exhibit A. The item is Not Separately Priced (NSP).

PRR CLIN 5014 – The Contractor shall successfully support and complete a Production Readiness Review (PRR) as defined in the Statement of Work.

MCE QUALIFICATION if exercised, CLIN 5010 – In the event that the Contractor selects a Mission Critical Enclosure (MCE) vendor not listed as a qualified source, the Contractor shall successfully qualify the MCE as defined in the Statement of Work.

THE FOLLOWING STATEMENT OF WORK (SOW) IS APPLICABLE TO ALL LINE ITEMS UNLESS OTHERWISE SPECIFIED

1.0 SCOPE

This Statement of Work (SOW) defines the efforts required for the manufacture, assembly, and test of the Common Processing System (CPS) equipment, spares, and associated technical services. The CPS is designed to support the Program Executive Office for Integrated Warfare Systems’ (PEO IWS) implementation of an Open Architecture (OA) for Navy combat systems. The CPS maximizes flexibility and modularity by incorporating commercial hardware and software compliant with Open Architecture Computing Environment (OACE) technologies and standards, when available. The CPS provides the computer processing and memory, data storage and extraction, and Input/Output (I/O) interfaces to support host software applications of Navy combat systems.

The CPS contract will produce three variants of populated cabinets – a Core Computing System (CCS) Cabinet, an Advanced Storage Area Network (ASAN) Cabinet, and a Processing and Storage Subsystem (PS2) Cabinet. The CCS provides core computing resources for Navy Combat System application programs. The ASAN Cabinet provides storage for load files, program data storage, video files, data extraction files, database management, and other mass storage and archive requirements for the Combat System. The PS2 cabinet combines processing and storage into a single cabinet with reduced processing and storage capacities.

1.1 BACKGROUND

The Common Processing System (CPS) equipment procurement provides a processing and storage system that supports the Navy’s planned implementation of Open Architecture (OA) for Navy combat systems. Technical requirements were originally driven by the AEGIS Modernization (AMOD) program of record but have been expanded to include the requirements of AEGIS new ship construction, Ship Self Defense System (SSDS), Aircraft Carrier – Tactical Support Center (CV-TSC), and the Surface Electronic Warfare Improvement Program (SEWIP). CPS provides computer processing and memory, data storage and extraction, and I/O interfaces to support host software applications of Navy combat systems.

CPS consists of the CPS Enclosure Assembly and three variants: CCS, a processing and I/O subsystem; ASAN, a storage/extraction Subsystem; and PS2, consisting of Processing, I/O, and Storage subsystems. The Processing Subsystem provides the computing resources to execute Navy combat system application programs on Navy platforms. The I/O Subsystem provides the resources required to interface the processing and storage hardware to various external elements. The Storage/Extraction Subsystem provides the mass storage resources required for Operating System (OS) image storage, program storage, data extraction, and database management. Through its ability to host multiple types of software applications, CPS supports the processing resource requirements for multiple Combat and Weapon systems.

2.0 APPLICABLE DOCUMENTS.

The following documents form part of the SOW to the extent specified herein. In the event of a conflict between the documents referenced herein and the contents of this SOW, the SOW shall be considered the superseding requirement.

2.1 Government Documents

Program Executive Office, Integrated Warfare Systems

(PEO IWS) – Deputy Commander, Naval Sea…