Att 4 - N0002415R5370 4A_4B 2015_03_30_EASR_SECTION_B_AND_C.pdf

N00024-15-R-5370

SECTION B and C for the

Enterprise Air Surveillance Radar (EASR)

Engineering and Manufacturing Development and

Production

30 March 2015

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 1 Lot EASR EMD (Base)

CPIF

Enterprise Air Surveillance Radar (EASR) S-Band Radar (EASR) Engineering and Manufacturing Development (EMD). See Note G.

FOB: Destination

PURCHASE REQUEST NUMBER: N00024-15-NR-42027

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET 50/50

SHARE RATIO BELOW TARGET 50/50

0002 Data for Items

Data for Items 0001, 0003, 0006, 0101, 0201, 0301, 0303, 0304, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0501, 0502, 0503, 0504, 0505, 0507, 0601, 0602, 0603, 0605, 0701, 0702, 0703, 0704, 0705, 0707, 0801, 0802, 0803, 0805 (See DD Form 1423, Exhibit A, B, C, D, E, F, and G) Not Separately Priced (NSP) - Included in the price of

Items 0001, 0003, 0006, 0101, 0201, 0301, 0303, 0304, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0501, 0502, 0503, 0504, 0505, 0507, 0601, 0602, 0603, 0605, 0701, 0702, 0703, 0704, 0705, 0707, 0801, 0802, 0803, 0805. See Note A.

NET AMT

0003 Provisioned Items Order

FFP

FOB: Origin

RESERVED

FOB:

RESERVED

FOB:

0006 Enhanced Data Rights

OPTION Enhanced Data Rights in EASR.

See Note B.

0006AA Enhanced Data Rights SLIN

FFP

1 Each

OPTION Enhanced Data Rights in EASR.

See Note B.

0101 TBD Labor

Hours

OPTION Engineering Services

EASR FY17 EMD

See Note B

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0102 1 Lot OPTION Travel for Engineering Services

COST

Travel in Support of Item No. 0101 Engineering Services

Not to Exceed $TBD.

0201 TBD Labor

EASR FY18 EMD

0202 1 Lot OPTION Travel for Engineering Services

COST

Travel in Support of Item No. 0201 Engineering Services

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

0301 TBD Labor

EASR FY19 EMD

0302 1 Lot OPTION Travel for Engineering Services

COST

Travel in Support of Item No. 0301 Engineering Services

0303 1 Lot OPTION EASR Variant 1 Production Long Lead Material

COST

See Notes B, C, E, G, and H.

0304 1 Lot OPTION EASR Variant 2 Production Long Lead Material

COST

See Notes B, D, E G, and H.

0401 1 Unit

OPTION EASR Variant 1 Production With LLM

FPIF

EASR FY20 Production. See Notes B, C, E, F, G and I.

If exercised, SLIN 0401 will be subsumed into SLIN 0303.

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

0402 2 Units

OPTION EASR Variant 1 Production With LLM

EASR FY20 Production. See Notes B, C, E, F, G and I.

If exercised, SLIN 0402 will be subsumed into SLIN 0303.

TOTAL TARGET PRICE

CEILING PRICE

0403 1 Unit

OPTION EASR Variant 2 Production With LLM

EASR FY20 Production. See Notes B, D, E, F, G and I.

If exercised, SLIN 0403 will be subsumed into SLIN 0304.

TOTAL TARGET PRICE

CEILING PRICE

0404 2 Units

OPTION EASR Variant 2 Production With LLM

EASR FY20 Production. See Notes B, D, E, F, G, and I.

If exercised, SLIN 0404 will be subsumed into SLIN 0304.

TOTAL TARGET PRICE

CEILING PRICE

0405 TBD Labor

OPTION

Production Engineering Services

EASR FY20 Production.

0406 1 Lot OPTION Travel for Production Engineering Services

COST

Travel in Support of Item No. 0409 Production Engineering Services

0407 1 Lot

OPTION EASR Variant 1 Non-Recurring Engineering Effort For EASR Transition to

Production, First Article Testing, and Physical Configuration Audit

EASR FY20/21 Production

See Notes B, G, and H.

TOTAL TARGET PRICE

CEILING PRICE

ITEM NO

SUPPLIES/SERVICES

QUANTITY

UNIT

UNIT PRICE

AMOUNT

0408 1 Lot

OPTION EASR Variant 2 Non-Recurring Engineering Effort For EASR Transition to

Production, First Article Testing, and Physical Configuration Audit

EASR FY20/21 Production

See Notes B, G, and H.

TOTAL TARGET PRICE

CEILING PRICE

0501 1 Unit

OPTION EASR Variant 1 Production

EASR FY21 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0502 2 Units

OPTION EASR Variant 1 Production

EASR FY21 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0503 1 Units

OPTION EASR Variant 2 Production

EASR FY21/22 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0504 2 Units

OPTION EASR Variant 2 Production

EASR FY21/22 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0505 TBD Labor

EASR FY21 Production.

0506 1 Lot OPTION Travel for Production Engineering Services

COST

Travel in Support of Item No. 0505 Engineering Services

0507 TBD Labor

Field Engineering Services

EASR FY21 Production

0508 1 Lot OPTION Travel for Field Engineering Services

COST

Travel in Support of Item No. 0507 Field Engineering Services

0601 1 Unit

OPTION EASR Variant 1 Production

EASR FY22 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0602 2 Units

OPTION EASR Variant 1 Production

EASR FY22 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0603 TBD Labor

EASR FY22 Production

0604 1 Lot OPTION Travel for Production Engineering Services

COST

Travel in Support of Item No. 0603 Production Engineering Services

0605 TBD Labor

EASR FY22 Production

0606 1 Lot OPTION Travel for Field Engineering Services

COST

Travel in Support of Item No. 0605 Field Engineering Services

0701 1 Unit

OPTION EASR Variant 1 Production

EASR FY23 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0702 2 Units

OPTION EASR Variant 1 Production

EASR FY23 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0703 1 Units

OPTION EASR Variant 2 Production

EASR FY23/24 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0704 2 Units

OPTION EASR Variant 2 Production

EASR FY23/24 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0705 TBD Labor

EASR FY23 Production

0706 1 Lot OPTION Travel for Production Engineering Services

COST

Travel in Support of Item No. 0705 Production Services

0707 TBD Labor

EASR FY23 Production

0708 1 Lot OPTION Travel for Field Engineering Services

COST

Travel in Support of Item No. 0707 Field Engineering Services

0801 1 Unit

OPTION EASR Variant 1 Production

EASR FY24 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0802 2 Units

OPTION EASR Variant 1 Production

EASR FY24 Production. See Notes B, F, G, and I.

TOTAL TARGET PRICE

CEILING PRICE

0803 TBD Labor

EASR FY24 Production

0804 1 Lot OPTION Travel for Production Engineering Services

COST

Travel in Support of Item No. 0803 Production Engineering Services

0805 TBD Labor

EASR FY24 Production

0806 1 Lot OPTION Travel for Field Engineering Services

COST

Travel in Support of Item No. 0805 Field Engineering Services

CLAUSES INCORPORATED BY FULL TEXT

EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(a) As part of the negotiated fixed price or total estimated amount of this contact, both the Government and the

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

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

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

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

NOTE A - Offeror shall complete the "Price Group" and "Estimated Total Price" blocks of each data item on the

Contract Data Requirements List(s), attached hereto.

NOTE B - Option item to which the option clause in SECTION I-2 applies and which is to be supplied only if and to the extent said option is exercised.

NOTE C

If Option Item 0303 is exercised, Item(s) 0401 or 0402 shall be subsumed by the Long Lead Material Item 0303.

The Long Lead Material shall be considered Contractor Furnished in accordance with Section H special Contract requirement entitled “SUBSUMPTION OF ITEM 0303 AND 0304.” In the event that Item(s) 0401 or 0402, are subsumed, CLIN 0303 will convert to Fixed Price Incentive Firm Target. CLIN 0303’s Target Cost will be the combined 0303 estimated cost and CLIN(s) 0401 or 0402 Target Cost and incorporate CLIN(s) 0401 or 0402 share ratios, Target Profit and Ceiling Price. Profit on Long Lead Material may only be earned in the event that CLIN(s)

0401 or 0402 are subsumed into CLIN 0303.

NOTE D

If Option Item 0304 is exercised, Item(s) 0403 or 0404 shall be subsumed by the Long Lead Material Item 0304 The

Long Lead Material shall be considered Contractor Furnished in accordance with Section H special Contract requirement entitled “SUBSUMPTION OF ITEM 0303 AND 0304.” In the event that Item(s) 0403 or 0404, are subsumed, CLIN 0304 will convert to Fixed Price Incentive Firm Target. CLIN(s) 0304’s Target Cost will be the combined 0304 estimated cost and CLIN(s) 0403 or 0404 Target Cost and incorporate CLIN(s) 0403 or 0404 share ratios, Target Profit and Ceiling Price. Profit on Long Lead Material may only be earned in the event that CLIN(s)

0403 or 0404 are subsumed into CLIN 0304.

NOTE E

The Government may only exercise one of Option Items 0401 or 0402 for Variant 1 and 0403 or 0404 for Variant 2.

The Government may exercise combinations of Option Items according to the following table:

0303 PRODUCTION LLM

CLIN EXERCISED

PRODUCTION CLIN THAT

MAY BE EXERCISED

TOTAL NUMBER

OF UNITS

NO NOT APPLICABLE 0

YES 0401 1

YES 0402 2

0304 PRODUCTION LLM

CLIN EXERCISED

PRODUCTION CLIN THAT

MAY BE EXERCISED

TOTAL NUMBER

OF UNITS

NO NOT APPLICABLE 0

YES 0403 1

YES 0404 2

NOTE F

The Government will only exercise one of Option Items 0401 or 0402; one of Option Items 0403 or 0404; one of

Option Items 0501 or 0502; one of Option Items 0503 or 0504; one of Option Items 0601 or 0602; one of Option

Items 0701 or 0702; one of Option Items 0703 or 0704; and one of Option Items 0801 or 0802.

NOTE G

EASR Variant 1 and 2 are defined in the EASR System Requirements Document (SRD), included as Attachment J-

02.

NOTE H

Option Item 0407 will be exercised in conjunction with the first Production unit and may be unilaterally subsumed into CLIN 0303. For the CLIN into which CLIN 0411 will be subsumed, the Target Cost, Target Profit, Target Price and Ceiling Price will be adjusted upwards with the CLIN 0411 Section B values.

Option Item 0408 will be exercised in conjunction with the first Production unit and may be unilaterally subsumed into CLIN 0304. For the CLIN into which CLIN 0412 will be subsumed, the Target Cost, Target Profit, Target Price and Ceiling Price will be adjusted upwards with the CLIN 0412 Section B values.

NOTE I

The Government will only exercise Option Items 0401, 0402, 0501, 0502, 0601, 0602, 0701, 0702, 0801 and 0802 for Variant 1 and 0403, 0404, 0503, 0504, 0703 and 0704 for Variant 2 in a combination that will procure ten (10) or fewer Production units of Variant 1 and six (6) or few Production units of Variant 2.

PRODUCTION CLIN EXERICISED NUMBER OF PRODUCTION UNITS

PROCURED

Total Units Purchased (NTE 10 of Variant 1 and 6 of Variant 2)

This note will be unilaterally updated by the Contracting Officer upon exercise of any Production option.

PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993) (Applicable to Line Item 0001)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be equal to 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.

PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993) (Applicable to Line Items 0101, 0201, 0301, 0409, 0505, 0507, 0603, 0605, 0705, 0707, 0803 and 0805)

(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 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) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the special contract requirement entitled "LEVEL OF EFFORT." If the fee(s) is reduced and the reduced fee(s) 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 final adjusted fee exceeds all fee 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 the "LEVEL OF EFFORT" special contract requirement, or until the

Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

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

(a) For the purpose of paragraph (c) of the "PROGRESS PAYMENTS" clause of this contract, if included, the requirement that the Contractor develop and deliver Provisioning Technical Documentation (PTD) is considered to be a

"material requirement of this contract," and Contractor failure to make adequate progress in the development of PTD, or to deliver acceptable PTD on a timely basis, may result in reduction or suspension of Progress Payments as provided in said paragraph.

(b) The PTD is considered to be a part of the "Technical Data" specified to be delivered under this contract for the purposes of the "TECHNICAL DATA--WITHHOLDING OF PAYMENT" (DFARS 252.227-7030) clause. The terms and conditions of the clause entitled "LIMITATION ON WITHHOLDING OF PAYMENTS (FAR 52.232-9), if included in this contract, shall not apply to withholding of payment for failure to make timely delivery of the PTD or delivery of deficient PTD.

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

(a) In the event that the price of a spare part or item of support equipment delivered under this contract significantly exceeds its intrinsic value, the Contractor agrees to refund the difference. Refunds will only be made for the difference between the intrinsic value of the item at the time an agreement on price was reached and the contract price. Refunds will not be made to recoup the amount of cost decreases that occur over time due to productivity gains (beyond economic purchase quantity considerations) or changes in market conditions.

(b) For purposes of this requirement, the intrinsic value of an item is defined as follows:

(1) If the item is one which is sold or is substantially similar or functionally equivalent to one that is sold in substantial quantities to the general public, intrinsic value is the established catalog or market price, plus the value of any unique requirements, including delivery terms, inspection, packaging, or labeling.

(2) If there is no comparable item sold in substantial quantities to the general public, intrinsic value is defined as the price an individual would expect to pay for the item based upon an economic purchase quantity as defined in

FAR 52.207-4, plus the value of any unique requirements, including delivery terms, inspection, packaging or labeling.

(c) At any time up to two years after delivery of a spare part or item of support equipment, the Contracting Officer may notify the Contractor that based on all information available at the time of the notice, the price of the part or item apparently exceeds its intrinsic value.

(d) If notified in accordance with paragraph (c) above, the Contractor agrees to enter into good faith negotiations with the Government to determine if, and in what amount, the Government is entitled to a refund.

(e) If agreement pursuant to paragraph (d) above cannot be reached, and the Navy's return of the new or unused item to the Contractor is practical, the Navy, subject to the Contractor's agreement, may elect to return the item to the

Contractor. Upon return of the item to its original point of Government acceptance, the Contractor shall refund in full the price paid. If no agreement pursuant to paragraph (d) above is reached, and return of the item by the Navy is impractical, the Contracting Officer may, with the approval of the Head of the Contracting Activity, issue a

Contracting Officer's final decision on the matter, subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1).

(f) The Contractor will make refunds, as required under this requirement, in accordance with instructions from the

Contracting Officer.

(g) The Contractor shall not be liable for a refund if the Contractor advised the Contracting Officer in a timely manner that the price it would propose for a spare part or item of support equipment exceeded its intrinsic value, and with such advice, specified the estimated proposed price, the estimated intrinsic value and known alternative sources or item, if any, that can meet the requirement.

(h) This requirement does not apply to any spare parts or items of support equipment whose price is determined through adequate price competition. This requirement also does not apply to any spare part or item of support equipment with a unit price in excess of $100,000; or in excess of $25,000 if the Contractor submitted, and certified the currency, accuracy and completeness of, cost or pricing data applicable to the item.

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 Type

0001 CPIF

0006 and all SLINs FFP

0101 CPFF

0102 COST

0201 CPFF

0202 COST

0301 CPFF

0302 COST

0303 COST

0304 COST

0401 FPIF

0402 FPIF

0403 FPIF

0404 FPIF

0405 CPFF

0406 COST

0407 FPIF

0408 FPIF

0501 FPIF

0502 FPIF

0503 FPIF

0504 FPIF

0505 CPFF

0506 COST

0507 CPFF

0508 COST

0601 FPIF

0602 FPIF

0603 CPFF

0604 COST

0605 CPFF

0606 COST

0701 FPIF

0702 FPIF

0703 FPIF

0704 FPIF

0705 CPFF

0706 COST

0707 CPIF

0708 COST

0801 FPIF

0802 FPIF

0803 CPFF

0804 COST

0805 CPFF

0806 COST

Section C - Descriptions and Specifications

Option Item 0006 – For each Item of Technical Data, Computer Software, and Computer Software Documentation in which the Contractor is willing to provide Unlimited or Government Purpose Data Rights pursuant to the DFARS

252.227-7017 Data Rights List (7017 List), Attachment J-08, DFARS 252.227-7028 Data Rights List (7028 List), Attachment J-09, and Supplemental Information-Noncommercial Technical Data, Noncommercial Computer

Software, Noncommercial Computer Software Documentation, Attachment J-10, the Contractor shall remove or revise markings and legends consistent with the rights provided. The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements Lists, DD Form 1423, Exhibit C, C001.

Contract Security Requirements

The Contractor shall meet access requirements for COMSEC, Non-SCI, NATO Information and Foreign

Government Information under this contract.

Item 0001, and if exercised, Option Items 0101, 0102, 0201, 0202, 0301, 0302, 0303, 0304, 0401, 0402, 0403, 0404, 0405, 0406, 0407, 0408, 0501, 0502, 0503, 0504, 0505, 0506, 0507, 0508, 0601, 0602, 0603, 0604, 0605, 0606, 0701, 0702, 0703, 0704, 0705, 0706, 0707, 0708, 0801, 0802, 0803, 0804, 0805 and 0806 – The Contractor shall perform the work in Attachment J-01, Statement of Work (SOW) for the Enterprise Air Surveillance Radar

(EASR) Engineering and Manufacturing Development and Production.

Item(s) 0002 - The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements

List, DD Form 1423, Exhibit(s) A-F, attached hereto.

ITEM(S) 0003 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders will be placed by the Contracting Officer, Provisioning

Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the

Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation of Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "CONTRACT DEFINITIZATION" (DFARS 252.217-7027) shall be included in any undefinitized order.

(d) Rejection of Unilateral Orders. The Contractor may reject any unilateral order if the Contractor determines that it cannot feasibly perform the order, or if the Contractor does not concur with the maximum ceiling amount.

However, each unilateral order shall be deemed to have been accepted by the Contractor unless within fifteen days of issuance of the order, the Contractor notifies the Contracting Officer in writing of its rejection of the order.

(e) Definitization of Undefinitized Orders. (1) The Contractor agrees that following the issuance of an undefinitized order, it will promptly begin negotiating with the Contracting Officer the price and terms of a definitive order that will include: (A) all clauses required by regulation on the date of the order; (B) all clauses required by law on the date of execution of the definitive order; and, (C) any other mutually agreeable clauses, terms and conditions. No later than sixty (60) days after the undefinitized order is issued, the Contractor agrees to submit a cost proposal with sufficient data to support the accuracy and derivation of its price; and, when required by FAR, cost or pricing data.

If additional cost information is available prior to the conclusion of negotiations, the Contractor shall provide that information to the Contracting Officer. The price agreed upon shall be set forth in a bilateral modification to the order. In no event shall the price exceed the maximum ceiling amount specified in the undefinitized order.

(2) Each undefinitized order shall contain a schedule for definitization which shall include a target date for definitization and dates for submission of a qualifying proposal, beginning of negotiations and, if appropriate, submission of make-or-buy and subcontracting plans and cost or pricing data. Submission of a qualifying proposal in accordance with the definitization schedule is a material element of the order. The schedule shall provide for definitization of the order by the earlier of:

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order. However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

(ii) the date on which the amount of funds expended by the Contractor under the undefinitized order exceed fifty percent (50%) of the order's maximum ceiling amount, except as provided in subparagraph (f)(3) below.

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph (e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.8 and Part 31 of the FAR, and issue a unilateral order subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "LIMITATION OF GOVERNMENT LIABILITY" clause (FAR 52.216-24).

(f) Limitation of Government Liability. (1) Each undefinitized order shall set forth the limitation of Government liability, which shall be the maximum amount that the Government will be obligated to pay the Contractor for performance of the order until the order is definitized. The Contractor is not authorized to make expenditures or incur obligations exceeding the limitation of Government liability set forth in the order. If such expenditures are made, or if such obligations are incurred, they will be at the Contractor's sole risk and expense. Further, the limitation of Government liability shall be the maximum Government liability if the order is terminated. The

"LIMITATION OF GOVERNMENT LIABILITY" clause shall be included in any undefinitized order.

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph

(f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the

Government has obligated fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the

Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the

Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the

Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

(g) Initial Spares. The limitations set forth in paragraph (c) and subparagraphs (e)(2), (f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of initial spares.

(h) Terminal Date for Placement of Orders. The Contractor shall not be obligated to accept any orders placed hereunder beyond 180 days after delivery of the last end item.

(i) Segregation of Costs. The Contractor shall segregate the costs of performance of each undefinitized order from the cost of any other work performed by the Contractor.

PROVISIONING TECHNICAL DOCUMENTATION (NAVSEA) (FEB 1994)

The Provisioning Technical Documentation (PTD) shall be in accordance with the Provisioning Requirements

Statement (PRS), including NAVSEA Addendum for PTD Requirements dated January 1993, the Provisioning

Performance Schedule and the Contract Data Requirements List, DD Form 1423, Exhibits A and F, attached hereto.

ITEMS 0101, 0102, 0201, 0202, 0301, 0302, 0405, 0406, 0505, 0506, 0507, 0508, 0603, 0604, 0605, 0606, 0705, 0706, 0707, 0708, 0803, 0804, 0805 and 0806: 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.

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.

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.

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.

CONTRACTOR'S PROPOSAL (NAVSEA) (MAR 2001)

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal To be Completed By Offeror dated To be Completed

By Offeror in response to NAVSEA Solicitation No. N00024-15-R-5370.

(b) The Government reserves the right to incorporate by reference select portions of the technical volume(s) of the

Contractor's proposal. The investments, IR&D, and capital projects included in the Contractor's proposal in response to Solicitation No. N00024-15-R-5370 are also incorporated by reference and hereby made subject to the provisions of the "ORDER OF PRECEDENCE" (FAR 52.215-8) clause of this contract. Those portions incorporated by reference are follows:

Listing To Be Filled In Unilaterally by the

Government at the Time of Award

Those portions identified hereto are hereby made subject to the provisions of the "ORDER OF

PRECEDENCE" (FAR 52.215-8) clause of this contract. Under the "ORDER OF PRECEDENCE" clause, the select portions of the technical volume of the Contractor's proposal referenced herein are hereby designated as item (f) of the clause, following "the specification" in the order of precedence.

DATE/TIME PROCESSING REQUIREMENT—INFORMATION TECHNOLOGY (NAVSEA) (SEP 2009)

(a) All information technology (IT), whether commercial or noncommercial, delivered under this contract that will be required to perform date/time processing involving dates subsequent to December 31, 1999, shall be Year 2000 compliant if properly installed, operated, and maintained in accordance with the contract specifications and applicable documentation. If the contract requires that specific deliverables operate together as a system, this requirement shall apply to those deliverables as a system.

(b) "Information Technology" or "IT," as used in this requirement, means "information technology" as that term is defined at FAR 2.101, and further including those items that would otherwise be excluded by paragraph (c) of that definition. "Year 2000 compliant" (as defined at FAR 39.002) means that the IT accurately processes date/time data

(including), but not limited to, calculating, comparing, and sequencing) from, into, and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations, to the extent that other IT, used in combination with the IT being delivered, properly exchanges date/time data with it. The "proper exchange" of date/time data shall be in accordance with the interface requirements specification(s) of the contract.

(c) For line item deliverables which are commercial items (as defined at FAR 2.101), and which include commercial IT, the terms and conditions of the standard commercial warranty covering such commercial IT shall apply in addition to, and to the extent such terms and conditions are consistent with, this requirement. Any applicable commercial warranty shall be incorporated into this contract by attachment.

(d) Notwithstanding any provision to the contrary in any other warranty of this contract, or in the absence of any such warranty(ies), the remedies available to the Government under this requirement shall include those provided in the

Inspection clause(s) of this contract. Nothing in this requirement shall be construed to limit any rights or remedies the

Government may otherwise have under this contract.

(e) Unless specified elsewhere in the contract, the Contractor will also deliver to the Government a report summarizing any Year 2000 compliance testing that was performed, and the results thereof.

(f) The remedies available to the Government for noncompliance with this requirement shall remain available for one hundred eighty (180) days after acceptance of the last deliverable IT item under this contract (including any option exercised hereunder).

EXCLUSION OF MERCURY (NAVSEA) (MAY 1998)

Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this contract.

EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (NOV 1996)

The Contractor shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar commercial sale, provided that such warranty is available at no additional cost to the

Government. The Contractor shall provide a copy of the standard commercial warranty with the item. The standard commercial warranty period shall begin upon the final acceptance of the applicable material or software.

Acceptance of the standard commercial warranty does not waive the Government’s rights under the “Inspection” clause, nor does it limit the Government’s rights with regard to other terms and conditions of the contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty.

FIRST ARTICLE (CONTRACTOR TESTING) (NAVSEA) (SEP 1990)

(a) For the purpose of this contract, the "First Article" is synonymous with the terms "preproduction model(s) and

"preproduction equipment".

(b) The First Article shall conform in every respect to the requirements of this contract and shall be fully tested by the Contractor to determine compliance with said requirements. The production equipment shall be manufactured with tools, material and methods which are the same as or representative of the tools, material and methods which were used to manufacture the First Article.

INFORMATION AND DATA FURNISHED BY THE GOVERNMENT - ALTERNATE II (NAVSEA) (SEP 2009)

(a) NAVSEA Form 4340/2 or Schedule C, as applicable, Government Furnished Information, attached hereto, incorporates by listing or specific reference, all the data or information which the Government has provided or will provide to the Contractor except for

(1) The specifications set forth in Section C, and

(2) Government specifications, including drawings and other Government technical documentation which are referenced directly or indirectly in the specifications set forth in Section C and which are applicable to this contract as specifications, and which are generally available and provided to Contractors or prospective Contractors upon proper request, such as Federal or Military Specifications, and Standard Drawings, etc.

(b) Except for the specifications referred to in subparagraphs (a)(1) and (2) above, the Government will not be obligated to provide to the Contractor any specification, drawing, technical documentation or other publication which is not listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, notwithstanding anything to the contrary in the specifications, the publications listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, the clause entitled "GOVERNMENT PROPERTY" (FAR 52.245-1) or "GOVERNMENT PROPERTY

INSTALLATION OPERATION SERVICES " (FAR 52.245-2), as applicable, or any other term or condition of this contract.

(c)(1) The Contracting Officer may at any time by written order:

(i) delete, supersede, or revise, in whole or in part, data listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable; or

(ii) add items of data or information to NAVSEA Form 4340/2 or Schedule C, as applicable; or

(iii) establish or revise due dates for items of data or information in NAVSEA Form 4340/2 or Schedule C, as applicable.

(2) If any action taken by the Contracting Officer pursuant to subparagraph (c)(1) immediately above causes an increase or decrease in the costs of, or the time required for, performance of any part of the work under this contract, the contractor may be entitled to an equitable adjustment in the contract amount and delivery schedule in accordance with the procedures provided for in the "CHANGES" clause of this contract.

LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992)

The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH

VALUE ITEMS" (FAR 52.246-24): 0001, 0303, 0304, 0401, 0402, 0403, 0404,…