N00024-15-R-6263.pdf

CODE

(Hour)

PAGE(S)

until 02:00 PM local time 17 Sep 2015

X

A

X B

X C X D

EX

X

G

F 91 - 103

104 - 139

X H 140 - 152

RATING PAGE OF PAGES

7. ISSUED BY

(Date)

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

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA

FAR (48 CFR) 53.214(c)

DO-A7 1 152

(If other than Item 7)

15A. NAME 16. NAME AND TITLE OF PERSON AUTHORIZED TO

AND

ADDRESS

SIGN OFFER (Type or print)

OF

OFFEROR

AMENDMENT NO. DATE

15B. TELEPHONE NO (Include area code) 17. SIGNATURE15C. CHECK IF REMITTANCE ADDRESS

IS DIFFERENT FROM ABOVE - ENTER

SUCH ADDRESS IN SCHEDULE.

18. OFFER DATE

1. THIS CONTRACT IS A RATED ORDER

UNDER DPAS (15 CFR 700)

2. CONTRACT NO.

N00024 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 11 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and

See Section L conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 34

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

35 - 47

48 - 50

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

51 - 55

56 - 58 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 59 - 62 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 63 - 71 X M

L INSTRS., CONDS., AND NOTICES TO OFFERORS

EVALUATION FACTORS FOR AWARD

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

is inserted by the offeror) from the date for receipt of offers specified above, to furnish any or all items upon which prices are offered at the price set opposite each item, delivered at the designated point(s), within the time specified in the schedule.

13. DISCOUNT FOR PROMPT PAYMENT

(See Section I, Clause No. 52.232-8)

14. ACKNOWLEDGMENT OF AMENDMENTS

(The offeror acknowledges receipt of amendments

AMENDMENT NO. DATE

to the SOLICITATION for offerors and related documents numbered and dated):

FACILITY

12. In compliance with the above, the undersigned agrees, if this offer is accepted within calendar days (60 calendar days unless a different period

SOLICITATION, OFFER AND AWARD

X

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

PART I - THE SCHEDULE

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

EMAIL:TEL: (Signature of Contracting Officer)

CODE CODE

B. TELEPHONE (Include area code) C. E-MAIL ADDRESS

AWARD (To be completed by Government)

19. ACCEPTED AS TO ITEMS NUMBERED 20. AMOUNT 21. ACCOUNTING AND APPROPRIATION

22. AUTHORITY FOR USING OTHER THAN FULL AND OPEN COMPETITION:

10 U.S.C. 2304(c)( ) 41 U.S.C. 253(c)( ) (4 copies unless otherwise specified)

23. SUBMIT INVOICES TO ADDRESS SHOWN IN ITEM

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

PART IV - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

72 - 88

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2050

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

89 - 90

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

16 Jun 2015

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00024-15-R-6263

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

1 Each

TB-29X Towed Array Assembly (TAA)

First Article TB-29X TAA

FOB: Origin

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

TB-29X Array Receiver Unit (ARU)

First Article TB-29X ARU

TB-29X Test Set

First Article TB-29X Test Set

TB-29X Shipping Reel

FFP

NET AMT

Data for Items 0001, 0002 and 0003

1 Lot

Exhibit A

(See Note B)

Not Separately Priced

FOB: Destination

Provisioned Items Orders (PIO)

(See Notes A and G)

Technical Manual

Data for Item 0007

Exhibit B

(See Note B)

Not separately Priced

Technical Curriculum

Data for Item 0009

Exhibit C

(See Note B)

Not separately priced

Technical Data Rights

OPTION Offerors will price this item in the event that Government Purpose Rights or greater than

Government Purpose Rights in technical data (TD), computer software (CS), computer software documentation (CSD) are offered for sale to the Government.

Each

OPTION TB-29X Towed Array Assembly

CPIF

TB-29X Production (TAA)

(Option Year 1)

(Up to 15 each)

Stepladder pricing for each quantity (1-15) shall be provided in the table below

(See Notes A, C, D and H)

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

TB-29X Towed Array Receiver Unit

OPTION TB-29X Production (ARU)

(Option Year 1)

(Up to 15 each)

Stepladder pricing for each quantity (1-15) shall be provided in the table below

(See Notes A, C and H)

TB-29X Test Sets

OPTION TB-29X Production Test Sets

(Option Year 1)

(Up to 4 each)

Stepladder pricing for each quantity (1-4) shall be provided in the table below

TB-29X Shipping Reels

OPTION (Option Year 1)

(Up to 15 each)

Stepladder pricing for each quantity (1-15) shall be provided in table below

22,333 Man

Hours

OPTION Engineering and Technical Services

(Option Year 1)

(See Notes A and E)

OPTION Support for Item 0105

COST

(Option Year 1)

(See Notes A, E and F)

Small Business Subcontracting Incentive

OPTION (For Payment Purposes Only)

(Option Year 1)

(See Note A and D)

Data

OPTION Data for Items 0101, 0102, 0103, 0201, 0202, 0203, 0301, 0302, 0303, 0401, 0402 and

Exhibit D

Not Separately Priced

(See Note B)

Data

OPTION Data for Items 0105, 0205, 0305 and 0405

Exhibit E

Not Separately Priced

(See Note B)

FPI

TB-29X Production (TAA)

(Option Year 2)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in the table below

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

(Option Year 2)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in the table below

(Option Year 2)

(Up to 4 each)

Stepladder pricing for each quantity (1-4) shall be provided in the table below

OPTION (Option Year 2)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in the table below

15,367 Man

(Option Year 2)

(See Notes A and E)

OPTION Support for Item 0205

COST

(Option Year 2)

(Option Year 2)

FPI

TB-29X Production (TAA)

(Option Year 3)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in the table below

TOTAL TARGET PRICE

CEILING PRICE

(Option Year 3)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in table below

TB-29X Test Set

OPTION TB-29X Production Test Set

(Option Year 3)

(Up to 4 each)

Stepladder pricing for each quantity (1-4) shall be provided in the table below

OPTION (Option Year 3)

(Up to 18 each)

Stepladder pricing for each quantity (1-18) shall be provided in the table below

(See Note A, C and H)

12,000 Man

(Option Year 3)

(See Notes A and E)

OPTION Support for Item 0305

COST

(Option Year 3)

(Option Year 3)

FPI

TB-29X Production (TAA)

(Option Year 4)

(Up to 16 each)

Stepladder pricing for each quantity (1-16) shall be provided in the table below

TOTAL TARGET PRICE

CEILING PRICE

TB-29X Array Receiver Unit

(Option Year 4)

(Up to 16 each)

Stepladder pricing for each quantity (1-16) shall be provided in table below

(Option Year 4)

(Up to 3 each)

Stepladder pricing for each quantity (1-3) shall be provided in the table below

OPTION (Option Year 4)

(Up to 16 each)

Stepladder pricing for each quantity (1-16) shall be provided in table below

12,000 Man

(Option Year 4)

(See Notes A and E)

OPTION Support for Item 0405

COST

(Option Year 4)

(Option Year 4)

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

NOTE B: Offeror shall complete the “Price” group and “Estimated Total Price” blocks of each data item on the

Contract Date Requirements list(s), attached hereto.

NOTE C: The table below provides extended pricing for each step-ladder quantity.

NOTE D: Item to which the clause entitled “SMALL BUSINESS SUBCONTRACTING INCENTIVE” in Section

B is applicable.

NOTE E: The Government will issue Technical Instructions in accordance with the Section H clause of this contract entitled “TECHNICAL INSTRUCTIONS”. The Contractor shall not perform any efforts under these items until and unless tasked by the Government.

NOTE F: The Government will fund this item as needed during contract performance. Material, travel and subsistance costs incurred by the Contractor during the performance of this contract will be reimbursed to the

Contractor at cost only (no fee will be paid on this line item).

NOTE G: Provisioned Items Orders (PIO) line item to which 5252.216-9110 ORDERS (FIXED PRICE) (JAN

2008) applies. Periodically, PIOs may be placed against this line item and the pricing thereof shall be established by the parties to the contract on a firm fixed price basis prior to the award of each order.

NOTE H: The Government may unilaterally exercise options within the established stepladder pricing in accordance with FAR 52.217-7, incorporated in Section I. Furthermore, the Government has the right to unilaterally exercise these CLINs multiple times to increase the quantity under any of these CLINs after they have been initially exercised as long as it occurs before the close of option exercise window stated under FAR 52.217-7. The quantity can be increased by any increment as long as the total quantity does not exceed the maximum quantity stated in the stepladder pricing for that CLIN. If this increase occurs within a 90 day period of other quantities exercised under the CLIN, then pricing for all hardware under that CLIN procured within this 90 day period shall be adjusted to the unit price from the stepladder pricing appropriate for the total quantity being procured. For quantity increases not occurring within a 90-day period of when other quantities are exercised under the CLIN, the Government shall use unit pricing from the stepladder pricing applicable to the quantity of hardware being added and the pricing of previous quantities under said CLIN shall not change. Option(s) shall be exercised, if at all, by written or telegraphic notice(s) signed by the Contracting Officer and sent within the time(s) specified in FAR 52.217-7.

STEPLADDER PRICING FOR COST-PLUS-INCENTIVE-FEE ITEM 0101

CPIF

ITEM

TARGET

COST TARGET FEE

TARGET

COST + FEE MINIMUM FEE

MAXIMUM

FEE

OVER/UNDER

TARGET

SHARE RATIO

Qty = 1 $ $ $ $0.00 $ 50/50

Qty = 2 $ $ $ $0.00 $ 50/50

Qty = 3 $ $ $ $0.00 $ 50/50

Qty = 4 $ $ $ $0.00 $ 50/50

Qty = 5 $ $ $ $0.00 $ 50/50

Qty = 6 $ $ $ $0.00 $ 50/50

Qty = 7 $ $ $ $0.00 $ 50/50

Qty = 8 $ $ $ $0.00 $ 50/50

Qty = 9 $ $ $ $0.00 $ 50/50

Qty = 10 $ $ $ $0.00 $ 50/50

Qty = 11 $ $ $ $0.00 $ 50/50

Qty = 12 $ $ $ $0.00 $ 50/50

Qty = 13 $ $ $ $0.00 $ 50/50

Qty = 14 $ $ $ $0.00 $ 50/50

Qty = 15 $ $ $ $0.00 $ 50/50

STEPLADDER PRICING FOR FIXED-PRICE-INCENTIVE ITEMS 0201, 0301 AND 0401

FPI ITEM

0201 TARGET COST

TARGET

PROFIT TARGET PRICE

CEILING PRICE

(120% OF

TARGET COST)

OVER TARGET

SHARE RATIO

UNDER

TARGET SHARE

RATIO

Qty = 1 $ $ $ $ 70/30 30/70

Qty = 2 $ $ $ $ 70/30 30/70

Qty = 3 $ $ $ $ 70/30 30/70

Qty = 4 $ $ $ $ 70/30 30/70

Qty = 5 $ $ $ $ 70/30 30/70

Qty = 6 $ $ $ $ 70/30 30/70

Qty = 7 $ $ $ $ 70/30 30/70

Qty = 8 $ $ $ $ 70/30 30/70

Qty = 9 $ $ $ $ 70/30 30/70

Qty = 10 $ $ $ $ 70/30 30/70

Qty = 11 $ $ $ $ 70/30 30/70

Qty = 12 $ $ $ $ 70/30 30/70

Qty = 13 $ $ $ $ 70/30 30/70

Qty = 14 $ $ $ $ 70/30 30/70

Qty = 15 $ $ $ $ 70/30 30/70

Qty = 16 $ $ $ $ 70/30 30/70

Qty = 17 $ $ $ $ 70/30 30/70

Qty = 18 $ $ $ $ 70/30 30/70

0301 TARGET COST

TARGET

PROFIT TARGET PRICE

CEILING PRICE

(120% OF

TARGET COST)

OVER TARGET

SHARE RATIO

UNDER

TARGET SHARE

RATIO

Qty = 1 $ $ $ $ 60/40 40/60

Qty = 2 $ $ $ $ 60/40 40/60

Qty = 3 $ $ $ $ 60/40 40/60

Qty = 4 $ $ $ $ 60/40 40/60

Qty = 5 $ $ $ $ 60/40 40/60

Qty = 6 $ $ $ $ 60/40 40/60

Qty = 7 $ $ $ $ 60/40 40/60

Qty = 8 $ $ $ $ 60/40 40/60

Qty = 9 $ $ $ $ 60/40 40/60

Qty = 10 $ $ $ $ 60/40 40/60

Qty = 11 $ $ $ $ 60/40 40/60

Qty = 12 $ $ $ $ 60/40 40/60

Qty = 13 $ $ $ $ 60/40 40/60

Qty = 14 $ $ $ $ 60/40 40/60

Qty = 15 $ $ $ $ 60/40 40/60

Qty = 16 $ $ $ $ 60/40 40/60

Qty = 17 $ $ $ $ 60/40 40/60

Qty = 18 $ $ $ $ 60/40 40/60

0401 TARGET COST

TARGET

PROFIT TARGET PRICE

CEILING PRICE

(120% OF

TARGET COST)

OVER TARGET

SHARE RATIO

UNDER

TARGET SHARE

RATIO

Qty = 1 $ $ $ $ 50/50 50/50

Qty = 2 $ $ $ $ 50/50 50/50

Qty = 3 $ $ $ $ 50/50 50/50

Qty = 4 $ $ $ $ 50/50 50/50

Qty = 5 $ $ $ $ 50/50 50/50

Qty = 6 $ $ $ $ 50/50 50/50

Qty = 7 $ $ $ $ 50/50 50/50

Qty = 8 $ $ $ $ 50/50 50/50

Qty = 9 $ $ $ $ 50/50 50/50

Qty = 10 $ $ $ $ 50/50 50/50

Qty = 11 $ $ $ $ 50/50 50/50

Qty = 12 $ $ $ $ 50/50 50/50

Qty = 13 $ $ $ $ 50/50 50/50

Qty = 14 $ $ $ $ 50/50 50/50

Qty = 15 $ $ $ $ 50/50 50/50

Qty = 16 $ $ $ $ 50/50 50/50

STEPLADDER PRICING FOR FIRM FIXED-PRICE ITEMS 0102, 0103, 0104, 0202, 0203, 0204, 0302, 0303, 0304, 0402, 0403, 0404

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 15 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 15 $ $

Qty = 16 $ $

Qty = 17 $ $

Qty = 18 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 15 $ $

Qty = 16 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 15 $ $

Qty = 16 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 15 $ $

Qty = 16 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 16 $ $

UNIT

PRICE

TOTAL

AMOUNT

Qty = 1 $ $

FFP UNIT TOTAL

PRICE AMOUNT

Qty = 1 $ $

Qty = 2 $ $

Qty = 3 $ $

Qty = 4 $ $

Qty = 5 $ $

Qty = 6 $ $

Qty = 7 $ $

Qty = 8 $ $

Qty = 9 $ $

Qty = 10 $ $

Qty = 11 $ $

Qty = 12 $ $

Qty = 13 $ $

Qty = 14 $ $

Qty = 16 $ $

FEE SCHEDULE FOR LEVEL OF EFFORT ITEMS

(1)

HOURS

(2)

ESTIMATED

COST

(EC)*

(3)

EC

HOURLY

RATE

=(2)/(1)

(4)

(FF)*

(5)

FF

RATE

=(4)/(1)

EC+FF

=(3)+(5)

EXTENDED

EC+FF

=(2)+(4)

0105 22,333

0205 15,367

0305 12,000

0405 12,000

*The Estimated Cost amount shown above includes Cost of Money; however, the Fixed Fee calculation excludes

Cost of Money.

SMALL BUSINESS SUBCONTRACTING INCENTIVE: (Applicable to Items 0101, 0201, 0301, and 0401;

payable under Items 0107, 0207, 0307, and 0407 respectively)

(a) Objective:

PEO Submarines 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. The Contractor may earn a Small Business Subcontracting Incentive Fee (SBSIF) under this contract for exceeding the Small Business Subcontracting Goals identified in the table below. No Small Business Subcontracting

Incentive will be earned unless the contractor is making timely deliveries and is in compliance with the specifications for the software and hardware being acquired. The PCO will make the determination of whether the Contractor has met this prerequisite to be considered for the Incentive. In the event that the PCO determines that the Contractor’s performance is not satisfactory, the Contractor will not be eligible for the Small Business Subcontracting Incentive.

The specifics for evaluation of the SBSIF are set forth in paragraphs that follow.

(b) Small Business Subcontracting Goals:

The following table identifies the percentages against which the Contractor’s performance for the purposes of the

SBSIF will be measured for the evaluation periods.

Subcontract Category Goal*

Small Business (SB) 37.2%

HUBZone Small Business (HUBZone) 3.0%

Service-Disabled Veteran-Owned Small Business (SDVOSB) 3.0%

Small Disadvantaged Business (SDB) 5.0%

Women-Owned Small Business (WOSB) 5.0%

Historically Black Colleges & Universities and Minority Institutions (HBCU) 5.0%

*Base for measurement is total subcontract dollars.

(c) Periods and SBSIF Available:

The SBSIF described in this clause is available for Items 0101, 0201, 0301, and 0401 if and to the extent the option is exercised. 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 evaluations will be accomplished for the periods identified in the table below based on the value of small business subcontracting during each period. The

SBSIF pool contingency in each of these periods will be 2% of the total amount obligated against target cost for each of the items identified herein.

Small Business

Category

CLIN 0101* CLIN 0201* CLIN 0301* CLIN 0401*

SB 65% 65% 65% 65%

HUBZone 2% 2% 2% 2%

SDVOSB 6% 6% 6% 6%

SDB 9% 9% 9% 9%

WOSB 9% 9% 9% 9%

HBCU 9% 9% 9% 9%

*If and to the extent exercised in accordance with FAR 52.217-7 entitled “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 submitted by the Contractor or reports through Electronic Subcontracting Report System (eSRS) even if under a Comprehensive Plan that does not normally require SF294s.

(e) Procedures:

(i) Within (30) working days of completion of effort and delivery of the last system under each separate effort identified in paragraph (c), the Contractor shall submit to the Contracting Officer and COR in writing, a self-evaluation of its performance under this clause. This self-evaluation will include, at a minimum, the SF 294s for the period and any other data used by the Contractor in determining its self-evaluation.

(ii) 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. If the Contractor’s input is inadequate the COR shall ask the Contractor to correct the inadequacies of their self-evaluation and to resubmit a revised self-evaluation.

(iii) 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. 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.

(iv) No Small Business Subcontracting Incentive Fee 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) 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.

(g) 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.

CLAUSES INCORPORATED BY FULL TEXT

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, 0002, 0003, 0105, 0205, 0305, 0405 Cost Plus Fixed Fee (CPFF)

0101 Cost Plus Incentive Fee (CPIF)

0005, 0008, 0010, 0108, 0109 Not Separately Priced (NSP)

0106, 0206, 0306, 0406 Cost only

0004, 0006, 0007, 0009, 0011, 0102, 0103, 0104, 0107, 0202, 0203, 0204, 0207, 0302, 0303, 0304, 0307, 0402, 0403, 0404, 0407

Firm Fixed Price (FFP)

0201, 0301, 0401 Fixed Price Incentive (FPI)

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)

APPLICABLE TO CLINs: 0105, 0106, 0205, 0206, 0305, 0306, 0405 and 0406

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.

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

APPLICABLE TO 0001, 0002, 0003 and (IF OPTIONS EXERCISED) 0101

(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 TBD percent (TBD%) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR

52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilities capital cost of money). Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

(c) In the event of discontinuance of the work under this contract, or any specified phase of the contract, in accordance with the clause of this contract entitled "LIMITATION OF FUNDS" (FAR 52.232-22) or

"LIMITATION OF COST" (FAR 52.232-20), as applicable, the fee shall be equitably adjusted by mutual agreement to reflect the diminution of work. If the adjusted fee is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government. If the adjusted fee exceeds all payments made to the Contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

(d) Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract has been modified to reduce the fee(s) in accordance with paragraph (c) above, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010)

APPLICABLE TO ITEMS 0105, 0205, 0305 AND 0405 (IF OPTIONS ARE EXERCISED)

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

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

AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or

"INCENTIVE FEE" clause, as applicable, and shall be paid at the hourly rate(s) specified above per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

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

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

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

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

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

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

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

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

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

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

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

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

Contracting Officer.

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

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

TRAVEL COSTS - ALTERNATE I (NAVSEA) (DEC 2005)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its reasonable actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

(b) Reimbursable travel costs include only that travel performed from the Contractor's facility to the worksite, in and around the worksite, and from the worksite to the Contractor's facility.

(c) Relocation costs and travel costs incident to relocation are allowable to the extent provided in FAR 31.205-35;

however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incident to relocation.

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

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

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

(iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for the

Contractor's or employee's convenience.

Section C - Descriptions and Specifications

ITEM 0001 – FIRST ARTICLE TB-29X TOWED ARRAY ASSEMBLY:

In accordance with 52.209-3 FIRST ARTICLE APPROVAL--CONTRACTOR TESTING in SECTION I, the

Contractor shall design, fabricate, assemble, integrate, test, inspect, package and deliver one First Article TB-29X

Towed Array Assembly (hereinafter referred to as TB-29X TAA).

The TB-29X TAA consists of six major module types coupled together into an array consisting of 17 modules total with a configuration as follows:

(1) Low Speed Vibration Isolation Module (VIM)-1

(1) Low Speed VIM-2

(1) Forward Interface Module (FIM)

(13) Acoustic Module (AM)

(1) Aft Interface Module (AIM)

The First Article shall meet the requirements of Attachment 1, Statement of Work; Attachment 2a, NUWC-NPT

Technical Document 12,051 “Performance Specification for the TB-29X” (hereinafter referred to as the TB-29X

Performance Specification); and Attachment 3, Drawings.

The Contractor shall build and assemble one (1) of the aforementioned VIMs (P/N: 1733D0118) in accordance with

Attachment 3a, and the other (1) VIM (P/N: 1733D0168) in accordance with Attachment 3b, and test in accordance with Attachment 1, SOW and Attachment 2a, NUWC-NPT Technical Document 12,051, “TB-29X Performance

Specification”.

The First Article TB-29X TAA approved under this contract shall serve as the manufacturing standard for the corresponding production items delivered hereunder.

ITEM 0002 – FIRST ARTICLE TB-29X ARRAY RECEIVER UNIT:

Contractor shall manufacture, assemble, integrate, test, package, and deliver one (1) TB-29X Array Receiver Unit

(ARU) in accordance with the Section J, Attachment 1, Statement of Work; and Attachment 2b, NUWC-NPT

Technical Document 12,145, “TB ( ) Array Receiver Unit Specification”; and Attachment 2c, NUWC-NPT

Technical Document 12,140, “Open System Common Array Receiver Interface Requirements Specification”.

The First Article TB-29X ARU approved under this contract shall serve as the manufacturing standard for the

ITEM 0003 – FIRST ARTICLE TB-29X TEST SET:

Contractor shall develop, integrate, test, inspect, package and deliver one First Article TB-29X Test Set, associated executables and scripts. The Contractor shall provide a recovery disk with the Test Set. The Contractor shall perform all requirements of Attachment 1 SOW for the First Article TB-29X Test Set. Special Purpose Support and Test

Equipment shall conform to the requirements of Attachment 2d, NUWC-NPT Technical Document 12,146, “TB ( )

Towed Array Test Set Specification”.

The First Article TB-29X Test Set approved under this contract shall serve as the manufacturing baseline for the

ITEM 0004 - TB-29X SHIPPING REEL: The Contractor shall furnish TB-29X Shipping Reel, Part Number

1210D2466. The shipping reels are required in order for the Contractor to deliver the TB-29X to the Government.

ITEM 0005, 0008, 0010, 0108 and 0109 - DATA REQUIREMENTS (NAVSEA) (SEP 1992):

The data to be furnished hereunder shall be prepared by the Contractor in accordance with the Contract Data

Requirements List, DD Form 1423, marked as Exhibit A, B, C, D and E.

ITEM 0006 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999)

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

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

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

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

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

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

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

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

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

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

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order.

However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

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

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph

(e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.8 and Part 31 of the FAR, and issue a unilateral order subject to

Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "LIMITATION OF GOVERNMENT LIABILITY" clause

(FAR 52.216-24).

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

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

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph (f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the Government has obligated fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

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

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

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

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

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

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

ITEM 0007 – TECHNICAL MANUAL REQUIREMENTS:

The Contractor shall develop a technical manual in accordance with the Statement of Work (Attachment 1 hereto) and TB-29X Technical Manual Contract Requirement (TMCR) NO. SNIPP-130034-000 provided as Government

Furnished Information (GFI).

ITEM 0009 – TRAINING CURRICULUM REQUIREMENTS:

The Contractor shall develop, assemble and deliver training materials for TB-29X TAA in accordance with the

Statement of Work (Attachment 1 hereto).

ITEM 0011 (IF OPTION IS EXERCISED) – TECHNICAL DATA RIGHTS:

For each Item of Technical Data, Computer Software, and Computer Software Documentation in which the

Contractor is willing to provide Government Purpose Data Rights or greater than Government Purpose Rights pursuant to the DFARS 252.227-7017 Data Rights List (7017 List) Attachment 07, DFARS 252.227-7028 Data

Rights List (7028 List) Attachment 08, Supplemental Information-Noncommercial Technical Data, Noncommercial

Computer Software, Noncommercial Computer Software Documentation Attachment 09, and Commercial Technical

Data, Commercial Computer Software, and Commercial Computer Software Documentation-Government Use

Restrictions Attachment 10 the Contractor shall remove or revise markings and legends and resubmit previously submitted Exhibit A, B, C, D, and E CDRLs to be consistent with the rights provided. If this option is exercised, the

Contractor shall mark Exhibit A, B, C, D and E CDRLs yet to be delivered consistent with the rights provided.

ITEMS 0101, 0201, 0301, AND 0401 (IF OPTIONS ARE EXERCISED) – TB-29X TAAs:

The Contractor shall manufacture, assemble, integrate, test, package, and deliver TB-29X TAAs in accordance with

Section J Attachment 1 Statement of Work, Attachment 2a NUWC-NPT Technical Document 12,051 “TB-29X

Performance Specification”, and Attachment 3 Drawings. The Contractor shall build and assemble one (1) VIM

(P/N: 1733D0118) in accordance with Attachment 3a, and one (1) VIM (P/N: 1733D0168) in accordance with

Attachment 3b, and test and deliver in accordance with Attachment 1 SOW and Attachment 2a NUWC-NPT

Technical Document 12,051 “TB-29X Performance Specification”.

ITEMS 0102, 0202, 0302, AND 0402 (IF OPTIONS ARE EXERCISED) – TB-29X ARUs:

The Contractor shall manufacture, assemble, integrate, test, package, and deliver TB-29X ARUs in accordance with

Section J Attachment 1 Statement of Work, Attachment 2b NUWC-NPT Technical Document 12,145 “TB ( ) Array

Receiver Unit Specification”, and Attachment 2c NUWC-NPT Technical Document 12,140 “Open System Common

Array Receiver Interface Requirements Specification”.

ITEMS 0103, 0203, 0303, AND 0403 (IF OPTIONS ARE EXERCISED) – TB-29X TEST SETS:

The Contractor shall manufacture, integrate, test, inspect, package and deliver TB-29X Test Sets, associated executables and scripts in accordance with Section J Attachment 1 Statement of Work, and Attachment 2d NUWC-

NPT Technical Document 12,146, “Towed Array Test Set Specification”. The Contractor shall provide a recovery disk with each Test Set.

ITEMS 0104, 0204, 0304 and 0404 (IF OPTIONS ARE EXERCISED) - TB-29X SHIPPING REELS: The

Contractor shall furnish TB-29X Shipping Reels, Part Number 1210D2466. The shipping reels are required in order for the Contractor to deliver the TB-29X to the Government.

ITEM(S) 0105, 0205, 0305 and 0405 - ENGINEERING SERVICES (NAVSEA) (APR 2004)

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

(1) Assist in planning, installation, testing, checkout, adjustment, operation, disassembly, and repair of

TB-29X Array’s perform tasking IAW Statement of Work (SOW); and,

(2) Perform on-the-job instruction and training of Navy personnel (military and/or civilian). (Not applicable to

SCN funded items).

(b) For purposes of this requirement, the following definitions apply:

(1) "Domestic services" means services rendered within the United States (U.S.) and/or on Navy vessels in ports within the U.S. or at sea, provided the vessel does not enter port outside the U.S.

(2) "Foreign services"means services other than domestic.

(3) "United States" means the United States, its possessions, Puerto Rico, and any other place subject to its jurisdiction, but does not include leased bases or trust territories.

(4) "Man day" means the services of one engineer for one day of eight hours, Monday through Friday (excluding holidays).

(5) "Holidays" means all Federally recognized holidays.

(c) The engineering services shall be performed within the limits, if any, as to place(s)and period(s)specified therefor, as authorized by COR in Section G.

(d) When authorized under paragraph (c) above, each engineer shall perform engineering services in accordance with supplemental instructions provided by the Contract Administration Office (CAO) cognizant of vessel construction/conversion contract, a representative of the authorizing activity or a representative of the activity where the engineering services are performed, as applicable. However, each engineer shall not be considered an employee of the Government.

(e) Travel time necessary for performance of such services shall be included in computing the man days of service.

When services are performed at sea and the engineer(s) is unable to leave the vessel when work is completed, the remaining time aboard the vessel shall be considered travel time for purposes of computing the man days of services.

However, the Contractor shall be paid for no more than one man day of service per calendar day for each engineer while in travel status.

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

(g) Each time services are performed, the engineer(s) shall obtain a certification of performance from a responsible

U.S.Government official aboard the vessel or at the activity where the services were performed, citing tasks satisfactorily performed and hours worked each day.

(h) The maximum liability of the Government for each engineering services item shall not exceed the amount set forth in the Schedule, or the amount obligated whichever is less. If, at any time, the Contractor has reason to believe that the amounts it expects to incur in the performance of each engineering services item in the next succeeding sixty

(60) days, when added to all amounts previously incurred, will exceed seventy-five percent (75%) of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the man days and/or amount for the full performance of each engineering services item will be greater than or substantially less than that set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the man days and/or amount for the performance of said item.