N0002416R6247_RFP.pdf

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G F 99 - 121

122 - 162 X H 163 - 174 john.b.watson1@navy .mil

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 1 174

(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 14 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)

BRAD WATSON 202-781-5070

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 28

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

29 - 46 47 - 49

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

50 - 55

56 - 57 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 58 - 61 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 62 - 67 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

68 - 96

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND

1333 ISAAC HULL AVENUE SE

WASHINGTON NAVY YARD DC 20376

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

97 - 98

6. REQUISITION/PURCHASE NO.

N0002416NR94617

5. DATE ISSUED

17 Feb 2017

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00024-16-R-6247

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

Hours

Non-Recurring Eng Svcs for ADC MK 5

CPIF

(FY17-FY21) ADC MK 5 design and associated engineering Services. NRE for Options 0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303 and 0403 if exercised. (See Note A)

PURCHASE REQUEST NUMBER: N0002416NR94617

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

0001AA

NRE for Configuration Control Tool (CCT)

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 CCT design and associated engineering services in support of CLIN 0103.

FOB: Destination

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AB

NRE for Special Test Units (E)

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 Special Test Units (Electronic) design and associated engineering services in support of CLIN 0104.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AC

NRE for Special Test Units (A)

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 Special Test Units (Acoustic) design and associated engineering services in support of CLIN 0105.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AD

NRE for EDM-1

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-1 design and associated engineering services in support of CLIN 0106.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AE

NRE for EDM-2I (shape)

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-2I (shape) design and associated engineering services in support of CLIN 0107.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AF

OPTION NRE for EDM- 2-EQT

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-2-EQT design and associated engineering services in support of CLIN 0203.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AG

OPTION NRE for EDM-2T

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-2T design and associated engineering services in support of CLIN 0204.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AH

OPTION NRE for EDM-2

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-2T design and associated engineering services in support of CLIN 0303.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

0001AJ

OPTION NRE for ADC MK5 LRIP

CPIF

Non-Recurring Eng Svcs and Data for ADC MK5 EDM-2T design and associated engineering services in support of CLIN 0403.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

2,000 Hours

Engineering and Technical Services Base Year Services to be defined within Technical Instructions (See Notes A and

E) (FY17)

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

1 Lot

Subsistence

COST

Base Year incidental Material, Travel and Subsistence for Non-recurring Engineering Services (CLIN 0001AA, 0001AB, 0001AC, 0001AD, 0001AE )and Engineering Technical Services (CLIN 0002). All travel shall be in accordance with JTR (Joint Travel Regulation) (See Notes A and D) (FY17)

OPTION Small Business Subcontracting Incentive

COST

Small business subcontracting Incentive earned applicable to CLINs 0001 and 0002 (See Note A and G) For payment purposes only

Data

NSP Data for items 0001AA, 0001AB, 0001AC, 0001AD, 0001AE and 0002 and (if Options are exercised) 0001AF, 0001AG, 0001AH, 0001AJ, and 0101, 0103, 0104, 0105, 0106, 0107, 0201, 0203, 0204, 0301, 0303 0401 and 0403 (See Note B) (See Exhibit A).

Not Separately Priced Data included in the cost of SLINs 0001AA-0001AJ.

NET AMT

OPTION Engineering and Technical Services Option Yr 1 Services to be defined within Technical Instructions (See Note A and E) (FY18)

OPTION Subsistence

COST

Opt Yr 1 incidental Material, Travel and Subsistence for Non-recurring Engineering Services (CLIN 0001AA, 0001AB, 0001AC, 0001AD, 0001AE) and Engineering Technical Services (CLIN 0101). All travel shall be in accordance with JTR (Joint Travel Regulation) (See Notes A and D) (FY18)

4 Each

OPTION ADC MK5 Configuration Control Tool (CCT)

CPIF

Fabricate, test, and qualify the Configuration Control Tool (CCT) with cables, power supply, software and associated products (FY18) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

OPTION ADC MK5 Special Test Unit (Electronics)

CPIF

Fabricate, test and deliver ADC MK 5 (STU-E) (FY18) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

OPTION ADC MK 5 Special Test Unit (Acoustics)

CPIF

Fabricate, integrate, test and deliver the ADC MK 5 (STU) (Acoustics) (FY18) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

17 Each

OPTION ADC MK 5 EDM-1

CPIF

Fabricate, test and deliver the ADC MK 5 Engineering Development Model -1 (FY18) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

10 Each

OPTION ADC MK 5 EDM-2I (Shape)

CPIF

Fabricate, test and deliver the ADC MK 5 Engineering Design Model -2I (Shape) (FY18) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

COST

Small business subcontracting Incentive earned applicable to CLINs 0101, 0103, 0104, 0105, 0106, and 0107 (See Note A and G) For payment purposes only

Services To be defined within Technical Instructions (See Notes A and E)

(FY19)

COST

Incidental Material, Travel and Subsistence for Non-recurring Engineering Services (CLIN 0001AF, 0001AG) and Engineering Technical Services (CLIN 0201). All travel shall be in accordance with JTR (Joint Travel Regulation) (See Notes A and D) (FY19)

20 Each

OPTION ADC MK 5 EDM-2 EQT

CPIF

Fabricate, integrate, test and deliver EDM-2 EQT devices. (FY19) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

3 Each

OPTION ADC MK 5 EDM-2T

CPIF

Fabricate, integrate, test and deliver EDM-2T devices.(FY19) (See Note A)

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

COST

Small business subcontracting Incentive earned applicable to CLINs 0201, 0203, 0204 (See Note A and G) For payment purposes only

Opt Yr 3 Services to be defined within Technical Instructions (See Notes A and

E) (FY20)

COST

Incidental Material, Travel and Subsistence for Non-recurring Engineering Services (CLIN 0001AH) and Engineering Technical Services (CLIN 0301). All travel shall be in accordance with JTR (Joint Travel Regulation) (See Notes A and

D) (FY20)

Each

OPTION ADC MK 5 EDM-2

CPIF

Fabricate, integrate, test and deliver EDM-2 devices.(FY20) (See Note A, C & F) Quantity 60-99. See Step Ladder chart.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

COST

Small business subcontracting Incentive earned applicable to CLINs 0301, 0303 (See Note A and G) For payment purposes only.

Opt Yr 4 Services to be defined within Technical Instructions (See Notes A and

E) (FY21)

COST

Incidental Material, Travel and Subsistence for Non-recurring Engineering Services (CLIN 0001AJ) and Engineering Technical Services (CLIN 0401). All travel shall be in accordance with JTR (Joint Travel Regulation) (See Notes A and

D) (FY21)

Each

OPTION ADC MK 5 LRIP

CPIF

Fabricate, integrate, test and deliver ADC MK 5 Low Rate Initial Production devices See Notes (A, C, and F) (FY21) Quantity 75-320. See Step ladder chart.

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

COST

Small business subcontracting Incentive earned applicable to CLINs 0401, 0403 (See Note A and G) For Payment purposes only

SECTION B PRICING

COST-PLUS-INCENTIVE-FEE Schedule For Completion Items

CPIF ITEM HOURS TARGET

COST

TARGET

FEE

TARGET

COST + FEE

MINIMUM

FEE

MAXIMUM

FEE

BELOW ABOVE

TARGET TARGET

SHARE RATIO SHARE RATIO

0001 $ $ $ $0.00 $ 50/50 50/50

'0001AA $ $ $ $0.00 $ 50/50 50/50

'0001AB $ $ $ $0.00 $ 50/50 50/50

'0001AC $ $ $ $0.00 $ 50/50 50/50

'0001AD $ $ $ $0.00 $ 50/50 50/50

'0001AE $ $ $ $0.00 $ 50/50 50/50

'0001AF $ $ $ $0.00 $ 50/50 50/50

'0001AG $ $ $ $0.00 $ 50/50 50/50

'0001AH $ $ $ $0.00 $ 50/50 50/50

'0001AJ $ $ $ $0.00 $ 50/50 50/50

CPIF ITEM UNITS TARGET

TARGET

FEE

TARGET

COST + FEE

MINIMUM

FEE

MAXIMUM

FEE

BELOW ABOVE

TARGET TARGET

SHARE RATIO SHARE RATIO

0103 4 $ $ $ $0.00 $ 50/50 50/50 0104 4 $ $ $ $0.00 $ 50/50 50/50 0105 4 $ $ $ $0.00 $ 50/50 50/50 0106 17 $ $ $ $0.00 $ 50/50 50/50 0107 10 $ $ $ $0.00 $ 50/50 50/50 0203 20 $ $ $ $0.00 $ 50/50 50/50 0204 3 $ $ $ $0.00 $ 50/50 50/50

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

Completion Item 0303

CPIF ITEM 0303 TARGET

EACH

TARGET FEE TARGET

COST + FEE

MINIMUM

FEE

MAXIMUM

FEE

BELOW ABOVE

TARGET TARGET

SHARE

RATIO

SHARE

RATIO

QTY 60-69 $ $ $ $0.00 $ 50/50 50/50

QTY 70-79 $ $ $ $0.00 $ 50/50 50/50

QTY 80-89 $ $ $ $0.00 $ 50/50 50/50

QTY 90-99 $ $ $ $0.00 $ 50/50 50/50

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

Completion Item 0403

CPIF

ITEM

TARGET

COST

TARGET

FEE

TARGET

COST +

FEE

MINIMUM

FEE

MAXIMUM

FEE

BELOW

TARGET

SHARE

RATIO

ABOVE

TARGET

SHARE

RATIO

QTY

75-84 $ $ $ $ $ 50/50 50/50

QTY

85-99 $ $ $ $ $ 50/50 50/50

QTY

100-

$ $ $ $ $ 50/50 50/50

QTY

125-

$ $ $ $ $ 50/50 50/50

QTY

150-

$ $ $ $ $ 50/50 50/50

QTY

200-

$ $ $ $ $ 50/50 50/50

QTY

250-

$ $ $ $ $ 50/50 50/50

ESTIMATED COST AND FIXED FEE SCHEDULE FOR LEVEL OF EFFORT ITEMS

(1) (2) (3) (4) (5)

ITEM HOURS ESTIMATED

EC HOURLY

RATE

FIXED FEE FF HOURLY

RATE

HOURLY

EC+FF

EXTENDED

EC+FF

(EC)* =(2)/(1) (FF)* =(4)/(1) =(3)+(5) =(2)+(4)

0002 2,000 0101 2,000 0201 2,000 0301 2,000 0401 2,000

• The Estimated Cost amount includes Cost of Money; however, the Fixed Fee calculation excludes Cost of Money.

SBSIF

SMALL BUSINESS PARTICIPATION AND SMALL BUSINESS SUBCONTRACTING INCENTIVE

(Applicable to Items 0001, 0101, 0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303, and 0403; payable under Items 0004, 0108, 0205, 0304, and 0404)

(a) Objective:

PEO Submarine is committed to increasing small business participation in submarine system and subsystem development, production and support efforts consistent with cost/benefit considerations and attainment of acquisition objectives. 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 Special 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/MI)** 5.0%

*Base for measurement is total subcontract dollars. SBSIF may be earned for exceeding these goals.

**HBCU/MI obligations above 3% may be counted toward the SDB goal.

(c) CLINs and SBSIF Available:

The SBSIF described in this clause is available for Items 0001 and to the extent if the options, 0101, 0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303, and 0403 is exercised. The period of evaluation is from award/option exercise until delivery of all Contract Line Item Number under Items 0001, 0101, 0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303, and 0403. The evaluations will be accomplished for the periods identified in the table below based on the value of the small business subcontracting during each period. The SBSIF pool contingency in each of these periods will be 1% of the total amount obligated against target cost for each of the items identified herein.

(d) SBSIF Earned:

Percentage of Final SBSIF Pool available by Small Business Category

Percentages Apply to Each Separate CLIN Small Business Category 0001* 0101* 0103* 0104* 0105* 0106* 0107*

SB 65% 65% 65% 65% 65% 65% 65%

HUBZone 2% 2% 2% 2% 2% 2% 2%

SDVOSB 6% 6% 6% 6% 6% 6% 6%

SDB 9% 9% 9% 9% 9% 9% 9%

WOSB 9% 9% 9% 9% 9% 9% 9%

HBCU/MI 9% 9% 9% 9% 9% 9% 9%

Percentage of Final SBSIF Pool available by

Small Business Category Percentages Apply to Each Separate CLIN

Small Business Category 0203* 0204* 0303* 0403*

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/MI 9% 9% 9% 9%

*If and to the extent options are exercised

(i) The amount of the Final SBSIF pool will be allocated to the Small Business Categories based on the percentages in the table above. The Contractor may earn the amount available under each category in each period if its subcontracting percentage for the applicable category during that period exceeds the goal established in paragraph

(b) above.

(ii) The Contractor will not earn any of the amounts available under each category if its subcontracting percentage during the period does not exceed the goal for the applicable category established in paragraph (b) above.

(iii) The incentive fee under this clause will be earned or not earned in each category in each period 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.

(e) Procedures:

(i) Within (30) thirty working days of the end of each evaluation period identified in paragraph (c), the Contractor shall submit to the COR and PCO a Subcontracting Program Performance Report that includes the information required for the Government to determine the amount of SBSIF earned. At a minimum, the Contractor’s Report shall include the total amount obligated against target cost for applicable CLINs/SLINs, the total labor hours worked during the evaluation period by CLIN/SLIN, and any other data required for the Government to evaluate the Contractor’s Small Business Subcontracting performance.

(ii) Within fifteen (15) working days of receipt of the Contractor’s Report or revised report, the COR will review and evaluate the Contractor’s Report to determine if all required data was provided and if any SBSIF was earned. If the Contractor’s input is inadequate the COR will ask the Contractor to correct the inadequacies of their Report and to submit a revised Report.

(iii) Within thirty (30) working days of receipt of the Contractor’s Report or Revised Report, the COR will meet with the PCO to make a final determination of whether any such Special Incentive has been earned. The PCO will issue a unilateral modification providing earned Special Incentive.

(f) Finality of PCO’s Determination:

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

(g) Payment of Special Incentive:

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

(h) 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

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

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

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

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

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

Applicable CLINs: 0001, 0002, 0003, 0004, 0005, 0101, 0102, 0103, 0104, 0105, 0106, 0107, 0108, 0201, 0202, 0203, 0204, 0205, 0301, 0302, 0303, 0304, 0401, 0402, 0403, 0404

SPECIAL NOTES: (To Be Removed At Contract Award)

Applicable to ITEMs 0001, 0103-0107, 0203, 0204, 0303 and 0403: (CPIF) The minimum fee is 0 percent (0%) and the maximum fee is 12 percent (12%). The share ratio for the CPIF portion of the fee structure is 50/50 (50% Government/50% Contractor) for both underruns and overruns. Target Fee shall not exceed eight percent (8%).

Applicable to ITEMs 0002,0101, 0201, 0301 and 0401: (CPFF) Fixed fee shall not exceed eight percent (8%) and hours are established at 2,000.

Applicable to ITEMs 0003, 0102, 0202, 0302, and 0402: (COST)The estimated ceiling is hereby established at $125,000. Offerors shall propose the $125,000 estimated value (inclusive of All Indirect Costs) for each CLIN.

NOTES

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 Data Requirements List(s), attached hereto.

NOTE C: Offeror shall propose pricing for each step-ladder quantity identified in the table corresponding to each item.

NOTE D: The Government will fund this item as needed during contract performance. Material, travel, and subsistence 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 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 may unilaterally exercise this option within the established stepladder pricing in accordance with FAR 52.217-7, incorporated in Section I. Furthermore, the Government has the right to increase the quantity of this CLIN multiple times after it has been initially exercised as long as it occurs before the close of the option exercise window stated in 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 this CLIN. If this increase occurs within a 90 day period of other quantities exercised under the CLIN, then pricing for all hardware under the 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.

NOTE G: Item to which the clause “SMALL BUSINESS SUBCONTRACTING INCENTIVE” in Section B is applicable. SBSIF will not be paid for any aspect of this contract that is not awarded or terminated.

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

(a) Invoices for engineering services and overtime shall contain the name(s) of engineer(s), date(s) and place(s) of performance, and a brief description of the services performed. This information may be included in the Comments tab of the applicable WAWF document. Each invoice shall be accompanied by a copy of the authorization for services and the original certification of performance. These documents may be attached to the invoice as described in the Invoice Instructions in Section G. A copy of each invoice shall be furnished to the applicable NAVSEA/DRPM/PEO code identified in Section C under Engineering Services.

(b) Invoices for subsistence and transportation shall be supported by a statement of actual costs incurred by the Contractor and claimed to be reimbursable and shall be in such form and reasonable detail as required by the cognizant Defense Contract Audit Agency (DCAA). The Government shall make provisional payment after submission of each invoice and statement of costs. At any time prior to final payment, DCAA may audit the invoice(s) and statement(s) of costs, as appropriate.

(c) Each provisional payment for subsistence and transportation costs shall be subject to reduction to the extent any amount included in the related invoice and statement of costs is found not to be reimbursable under the support item(s) and shall also be subject to reduction for overpayment or to increase for underpayment on preceding invoices. Any disputes under this requirement shall be determined in accordance with the clause of this contract entitled "DISPUTES"

(FAR 52.233-1).

Applicable CLINs: 0002, 0101, 0201, 0301, 0401

HQ B-2-0014 PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993)

(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 Offeror to Fill-In (NTE 8.0) ( ) percent (Offeror to Fill-In%) (NTE 8.0%) ( ) 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.

Applicable CLINs: 0001, 0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303, 0403

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993)

(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 Offeror to Fill-In (NTE 8.0) ( ) percent (Offeror to Fill-In (NTE 8.0%) ( %) 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.

Applicable CLINs: 0002, 0101, 0201, 0301, 0401

HQ B-2-0017 REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA) (SEP 1990)

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

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

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

(2) If there is no comparable item sold in substantial quantities to the general public, intrinsic value is defined as the price an individual would expect to pay for the item based upon an economic purchase quantity as defined in FAR 52.207-4, plus the value of any unique requirements, including delivery terms, inspection, packaging or labeling.

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

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

(e) If agreement pursuant to paragraph (d) above cannot be reached, and the Navy's return of the new or unused item to the Contractor is practical, the Navy, subject to the Contractor's agreement, may elect to return the item to the Contractor. Upon return of the item to its original point of Government acceptance, the Contractor shall refund in full the price paid. If no agreement pursuant to paragraph (d) above is reached, and return of the item by the Navy is impractical, the Contracting Officer may, with the approval of the Head of the Contracting Activity, issue a Contracting Officer's final decision on the matter, subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1).

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

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

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

HQ B-2-0020 TRAVEL COSTS – ALTERNATE I (NAVSEA) (APR 2015)

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

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

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

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

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

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

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

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

Applicable CLINs: 0003, 0102, 0202, 0302, 0402

HQ B-2-0023 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 ,0103, 0104, 0105, 0106, 0107, 0203, 0204, 0303, 0403

Cost plus Incentive Fee (CPIF)

0005 Not Separately Priced (NSP) 0002, 0101, 0201, 0301, 0401 Cost Plus Fixed Fee (CPFF) 0003, 0004, 0102, 0108, 0202, 0205, 0302, 0304, 0402, 0404

Cost only

Section C - Descriptions and Specifications

Section C – Descriptions/Specifications/Statement of Work

DESCRIPTION/SPECIFICATIONS/SOW

PART 1 CONTRACT LINE ITEM DESCRIPTION

CLIN 0001 Non-Recurring Eng Svcs for ADC MK 5 The CLIN 0001 effort shall include all Contractor Non-Recurring Engineering (NRE) efforts required under this contract to development and design the ADC MK 5 and associated products in accordance with the Section C Statement of Work (SOW) Attachment 7, and PMS415- NGCM-08-017, Prime Item Performance Specifications (PIPS) Attachment 1. This CLIN will account for the contract’s designs and prototyping efforts of the ADC MK 5 and includes any design work occurring during the life of the contract. All CDRLs delivered in accordance with CLIN 0005 will be developed under this CLIN. A SLIN is established for each variant and will be complete upon Government Acceptance of each variant delivered in accordance with Section F.

• SLIN 0001AA shall include all NRE to design and develop the ADC Mk5 Configuration Control Tool (CCT) including all CDRL development related to or associated with CLIN 0103.

• SLIN 0001AB shall include all NRE to design and develop the ADC Mk5 Special Test Unit (STU) (Electronics) including all CDRL development related to or associated with CLIN 0104.

• SLIN 0001AC shall include all NRE to design and develop the ADC Mk5 Special Test Unit (STU) (Acoustics) including all CDRL development related to or associated with CLIN 0105

• IF OPTION IS EXERCISED, SLIN 0001AD shall include all NRE to design and develop the ADC Mk 5 Engineering Development Model (EDM)-1 including all CDRL development related to or associated with CLIN 0106

• IF OPTION IS EXERCISED, SLIN 0001AE shall include all NRE to design and develop the ADC Mk5 EDM-2I (Shape) including all CDRL development related to or associated with CLIN 0107

• IF OPTION IS EXERCISED, SLIN 0001AF shall include all NRE to design and develop the ADC Mk5 EDM-2 EQT including all CDRL development related to or associated with CLIN 0203

• IF OPTION IS EXERCISED, SLIN 0001AG shall include all NRE to design and develop the ADC Mk5 EDM-2T including all CDRL development related to or associated with CLIN 0204

• IF OPTION IS EXERCISED, SLIN 0001AH shall include all NRE to design and develop the ADC Mk5 EDM-2 including all CDRL development related to or associated with CLIN 0303

• IF OPTION IS EXERCISED, SLIN 0001AJ shall include all NRE to design and develop the ADC Mk5 Low Rate Initial Production including all CDRL development related to or associated with CLIN 0403

CLIN 0002, and (IF OPTIONS ARE EXERCISED) CLINs 0101, 0201, 0301, and 0401 – Engineering and Technical Services

(a) The Contractor shall, subject to Technical Instructions issued in accordance with (IAW)

Section H clause 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999), provide qualified engineering services in accordance with the attached Statement of Work. The Contractor shall furnish the services of qualified engineer(s) for:

(1) Special analysis, trade-off and ad-hoc studies

(2) Definition and implementation of improvements to delivered equipment

(3) Support of Government laboratory and special tests

(4) Analysis of engineering changes

(5) Hardware repair, failure analysis, and refurbishment to support testing

(6) System and operator level training for the ADC MK 5 variants and CCT.

(b) The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified therefore, as authorized under DD Form 1155. However, each engineer shall at all times be in the employ and under the direction and control of the Contractor and shall not be considered an employee of the government.

(c) 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.

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

(e) 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.

(f) The maximum liability of the Government for each engineering services item shall not exceed the amount set forth in the Schedule, or the amount obligated whichever is less. If, at any time, the Contractor has reason to believe that the amounts it expects to incur in the performance of each engineering services item in the next succeeding sixty (60) days, when added to all amounts previously incurred, will exceed seventy-five percent (75%) of the amount then set forth in the Schedule; or if, at any time, the Contractor has reason to believe that the man days and/or amount for the full performance of each engineering services item will be greater than or substantially less than that set forth in the Schedule, the Contractor shall notify the Contracting Officer in writing, giving its revised estimate of the man days and/or amount for the performance of said item. The Contractor shall not exceed the obligated amount for each engineering services item, unless and until such amount has been increased in writing by the Contracting Officer.

In the event the Government does not issue Technical Instructions under this item or does not designate time(s) and place(s) sufficient for performance of the total quantity of engineering services set forth in the Schedule within the period(s) provided therefore, those services not furnished shall be deemed to be terminated for the convenience of the Government at no cost to the Government. Such termination shall be evidenced by a written document signed by the Contracting Officer and mailed or otherwise furnished to the Contractor.

(g) The Contractor shall provide cost-reimbursable hardware repair services for Government Owned hardware delivered under this contract that are not covered under the manufacturer's or a third-party warranty. The Government will provide to the Contractor Government- Furnished Equipment (GFE) in need of rework or repair. The Contractor shall provide a cost estimate and schedule for rework or repair and retest to the Government within 10 working days of receipt of GFE needing rework or repair. The Government will assess that information and notify the Contractor in writing within 10 days as to whether or not the repair is authorized. The Contractor shall not proceed with the repair if it does not receive any written notification from the Government.

(h) The Contractor shall provide cost-reimbursable hardware repair services for Contractor

Owned hardware that has been damaged by the Government due to no fault of the Contractor. The Government will provide to the Contractor the damaged Equipment in need of rework or repair. The Contractor shall provide a cost estimate and schedule for rework or repair and retest to the Government within 10 working days of receipt of equipment needing rework or repair. The Government will assess that information and notify the Contractor as to whether or not the repair is authorized. The Contractor shall not proceed with the repair if it does not receive any written notification from the Government.

CLIN 0003, and (IF OPTIONS ARE EXERCISED) CLINs 0102, 0202, 0302, and 0402 – Subsistence

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.

CLIN 0004 and (IF OPTIONS ARE EXERCISED) CLINs 0108, 0205, 0304, 0404 – Small Business Subcontracting Incentive This incentive will be paid out upon exceeding the Small Business Subcontracting Goals establised in Section B and maintaining sastifactory contract performance.

CLIN 0005 –Data

DATA REQUIREMENTS (NAVSEA) (SEP 1992)

The data to be furnished hereunder shall be prepared in accordance with the "Contract Data Requirements List (CDRL), DD Form 1423", Exhibit A, attached hereto and the ELECTRONIC TRANSFER OF INFORMATION requirement of this contract.

IF OPTION IS EXERCISED, CLIN 0103 – ADC Mk5 Configuration Control Tool (CCT) The Contractor shall fabricate, test, and qualify the CCT, support and test equipment (S&TE) in accordance with the PIPS and the SOW.

IF OPTION IS EXERCISED, CLIN 0104 – ADC Mk5 Special Test Unit (STU) (Electronics) The Contractor shall fabricate, test, and deliver the ADC MK 5 Special Test STU Electronics (STU-E) that meet the SOW and PIPS. The STU-E is a set of ADC MK 5 Electronics boards required for testing.

IF OPTION IS EXERCISED, CLIN 0105 – ADC Mk5 Special Test Unit (STU) (Acoustics)) The Contractor shall fabricate, procure, integrate, test, and deliver the STUs and associated products in accordance with the SOW and PIPS.

IF OPTION IS EXERCISED, CLIN 0106 – ADC Mk 5 Engineering Development Model

(EDM)-1

The Contractor shall fabricate, integrate, test, and deliver the EDM-1 and associated products in accordance with the SOW and PIPS. EDM-1 devices are re-usable and recoverable units. These devices represent the final deliverable configuration besides constraints on overall length and launch ability.

IF OPTION IS EXERCISED, CLIN 0107 – ADC Mk5 EDM-2I (Shape) The Contractor shall fabricate and deliver launchable inert ADC MK 5 EDM-2 shapes with the same shape, weight, and center of gravity as the final configuration EMD-2 after Critical Design Review (CDR).

IF OPTION IS EXERCISED CLIN, 0203 – ADC Mk5 EDM-2 EQT The Contractor shall fabricate, integrate, test, and deliver EDM-2 First Article devices and associated products in accordance with the SOW and PIPS for use during Environmental Qualification Testing (EQT).

IF OPTION IS EXERCISED, CLIN 0204 – ADC Mk5 EDM-2T The Contractor shall fabricate, integrate, test, and the EDM-2Ts with dummy batteries, fiber optic, and cables in accordance with the SOW and PIPS.

IF OPTION IS EXERCISED, CLIN 0303 – ADC Mk5 EDM-2 The Contractor shall fabricate, integrate, test, and deliver the EDM-2 and associated products in accordance with the SOW and PIPS. EDM-2 requires delivery expendable units and shall be tested the same as EDM-1 hover/mobile countermeasure against mobile threats with the use of a real target.

IF OPTION IS EXERCISED CLIN, 0403 – ADC Mk5 Low Rate Initial Production

The Contractor shall fabricate, integrate, test, and deliver the LRIP devices and associated products in accordance with the SOW, PIPS, and TDP. LRIP devices are intended to be used for operational test and evaluation of the ADC MK 5 capability.

PART 2 STATEMENT OF WORK

The complete statement of work (SOW) is included as attachment 7 of Section J.

PART 3 CLAUSES INCORPORATED BY FULL TEXT

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

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

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; (2) not disclose the data or software to another party or other Contractor personnel except as authorized by the Contracting Officer; (3) not engage in any other action, venture, or employment wherein this information will be used, other than under this contract, in any manner inconsistent with the spirit and intent of this requirement; (4) not disclose the…