N00024-16-R-6418.pdf

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until 02:00 PM local time 03 May 2017

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109 - 137 X H 138 - 153 jason.chan1@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 1 153

(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 4 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 Schedule conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

JASON CHAN 202-781-2831

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 23

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

24 - 41 42 - 44

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

45 - 47 48 - 50

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 51 - 57 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 58 - 64 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 - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

65 - 101

PART II - CONTRACT 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

6. REQUISITION/PURCHASE NO.

N0002416FR98131

5. DATE ISSUED

17 Mar 2017

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00024-16-R-6418

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

26,400 Labor Hours

Engineering and Technical Services

CPIF

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Base Year (See Notes A and E)

FOB: Origin (Shipping Point)

PURCHASE REQUEST NUMBER: N0002416FR98131

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

1 Lot

Material, Travel and Subsistence

COST

Material, Travel and Subsistence in support of CLIN 0001 United States Navy (USN) and Royal Australian Navy (RAN) Shared Base Year (See Note C)

ESTIMATED COST

Data Deliverables

Data Deliverables IAW Exhibit A FOB: Destination

NET AMT

ORDERS

FFP

United States Navy (USN) and Royal Australian Navy (RAN) (See Note D) FOB: Destination

NET AMT

5,280 Labor

OPTION Engineering and Technical Services

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Base Year (See Notes A, B, and E)

OPTION Material, Travel and Subsistence

COST

Material, Travel and Subsistence in support of CLIN 0005 (RAN) Unique Base Year (See Note C)

28,600 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 1 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0101 United States Navy (USN) and Royal Australian Navy (RAN) (Shared) Option Year - 1 (See Note C)

5,720 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 1 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0103 Royal Australian Navy (RAN) Unique Option Year - 1 (See Note C)

34,100 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 2 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0201 United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 2 (See Note C)

6,820 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 2 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0203 Royal Australian Navy (RAN) Unique Option Year - 2 (See Note C)

34,100 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 3 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0301 United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 3 (See Note C)

6,820 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 3 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0303 Royal Australian Navy (RAN) Unique Option Year - 3 (See Note C)

29,700 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 4 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0401 United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 4 (See Note C)

5,940 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 4 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0403 Royal Australian Navy (RAN) Unqiue Option Year - 4 (See Note C)

16,500 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 5 (See Notes A, B, and E)

FOB: Origin (Shipping Point)

CPFF

FIXED FEE

TOTAL EST COST + FEE

COST

Material, Travel and Subsistence in support of CLIN 0501 United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 5 (See Note C)

3,300 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 5 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0503 Royal Australian Navy (RAN) Shared Option Year - 5 (See Note C)

5,500 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 6 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0601 United States Navy (USN) and Royal Australian Navy (RAN) Shared Option Year - 6 (See Note C)

1,100 Labor

Inter Subsystem Monitoring Tool (ISMT)/ On-Board Team Trainer – Master Controller (OBTT-MC) Royal Australian Navy (RAN) Unique Option Year - 6 (See Notes A, B, and E)

COST

Material, Travel and Subsistence in support of CLIN 0603 Royal Australian Navy (RAN) Unique Option Year - 6 (See Note C)

NOTE A – Applicable to ITEMs 0001 and (if Option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601, 0603

*The Offeror shall populate Tables B-1 above with the labor hours provided in the Government Estimate for each CLIN, and the Offeror’s proposed cost and fees per hour. The Offeror shall propose in accordance with the specified hours for each CLIN provided by the Government Estimate. The maximum fee structure that may be proposed is summarized as follows:

The minimum fee is zero-percent (0.00%) and the maximum fee is eight-percent (8.00%). Offeror shall apply a target fee of no more than six-percent (6.00%).

The Target Cost amount shown above includes Cost of Money; however, the Target Fee potential calculation excludes Cost of Money.

1. The target cost and target fee pool amounts of the contract are set forth in Table B-1 entitled, “Fee Schedule for Level of Effort Items.” The final target cost and target fee pool amounts shall be based upon the actual level of effort the contractor provides as explained in paragraphs 2 through 5 of this Note A.

2. The final CPIF target cost for ITEMs 0001 and (if Option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601, 0603 shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by Technical Instructions (TIs) under ITEM 0001 and (if Option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601, 0603 by the rate in the Target Cost (TC) Hourly Rate column including cost of money, of Table B-1. The final CPIF target fee for each Item shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by TIs, under each Item by the rate in the TF Hourly Rate column in Table B-1.

3. The share ratio for the CPIF portion of the fee structure is fifty/fifty (50% Government/50% Contractor) for both underruns and overruns. The fee earned under the CPIF portion of the fee structure will be based on the total allowable cost incurred by the contractor in comparison to the final target cost for each of the aforementioned CLINs. See paragraphs 4 and 5 of this Note A and the Incentive Fee clause (FAR 52.216-10) in Section I of this contract for further information on how the target cost and target fee are determined and the fee earned is calculated.

Table B-1. FEE SCHEDULE FOR LEVEL OF EFFORT (LOE) ITEMS

ITEM HOURS TARGET

COST (TC)

TC

HOURLY

RATE

TARGET

FEE (TF)*

TF

HOURLY

RATE

TOTAL

TARGET

AMOUNT

Rate A* Rate B* 0001 26,400 0005 5,280 0101 28,600 0103 5,720 0201 34,100 0203 6,820 0301 34,100 0303 6,820 0401 29,700 0403 5,940 0501 16,500 0503 3,300 0601 5,500 0603 1,100

TOTALS 209,880

4. The following examples illustrate how the final target cost and target fee amounts for ITEMs 0001 and (if Option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601, 0603 are determined and how the actual fee earned is calculated :

Example 1 – Slight Underrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $31,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money) Final Target Fee: 300,000 X $8 = $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000,000 - $31,000,000)) = $3,400,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by Government for CLIN 0005 $31,000,000 + 3,400,000 = $34,400,000

Example 2 – Slight Overrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $34,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money) Final Target Fee: 300,000 X $8 = $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000.000 – $34,000,000)) = $1,900,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by the Government for CLIN 0005:

$34,000,000 + $1,900,000 = $35,900,000

Example 3 – Big Overrun Actual Hours Worked Not to Exceed Hours Authorized by CLIN: 300,000 under CLIN 0005 Actual Cost Incurred: $37,000,000 (including Cost of Money) Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110 = $33,000,000 (including Cost of Money) Final Target Fee: 300,000 X $8 = $2,400,000 Actual Fee earned under CPIF portion of fee structure for CLIN 0005:

$2,400,000 + (50% X ($33,000.000 – $37,000,000)) = $400,000 (Subject to the Minimum and Maximum Fees)

Total Cost plus Fee paid by the Government for CLIN 0005:

$37,000,000 + $400,000 = $37,400,000

5. Separate Target Fee pools have been established for ITEMs 0001 and (if Option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601, 0603. Accordingly, the cost performance on one (or more) of the Items in the above table cannot be used by the Contractor to offset the cost performance on one or more of the other CLINs in the Table B-1. If, for example, the contractor underruns Item 0001, this underrun cannot be used by the Contractor to offset an overrun on Item 0101.

NOTE B – Option item to which the clause in SECTION I entitled “OPTION TO EXTEND THE TERM OF THE CONTRACT” applies and which is to be supplied only if and to the extent said option is exercised

NOTE C– OTHER DIRECT COST (ODCs) -These items are non-fee bearing CLINs and shall be priced as cost only. The offerors shall propose ODCs in accordance with Government estimates as shown below.

USN Base

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6

ODC CLINs Est $ value

$240,240

$268,068

$329,215

$339,073

$304,199

$174,070

$56,333

RAN Base Option

Option 1 Option 2 Option 3 Option 4 Option 5 Option 6

ODC CLINs Est $ value

$48,048

$53,614

$65,843

$67,815

$60,840

$34,814

$11,267

NOTE D – Ordering item to which the clause entitled “PROVISIONED ITEMS ORDERS (NAVSEA)(APR 2015)” in Section C in Section H is applicable.

NOTE E - The Government will issue Technical Instructions in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS APR 1999) included in Section H of this contract. This is a total amount of labor hours, and does not indicate that the Government will necessarily require this amount or any at all.

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.

HQ B-2-0012 PAYMENT FOR ENGINEERING SERVICES AND SUPPORT (NAVSEA) (JAN 2008) Item(s) 0001 and 0002 (and if option(s) are exercised) 0005, 0006, 0101, 0102, 0103, 0104, 0201, 0202, 0203, 0204, 0301, 0302, 0303, 0304, 0401, 0402, 0403, 0404, 0501, 0502, 0503, 0504, 0601, 0602, 0603, 0604

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

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

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

(FAR 52.233-1).

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT) (NAVSEA) (MAY 1993) Item 0001 (and if option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601 and 0603.

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be equal to To Be Filled in at Award percent (To be Filled in at Award%) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilities capital cost of money) Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

(c) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the special contract requirement entitled "LEVEL OF EFFORT." If the fee(s) is reduced and the reduced fee(s) is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government. If the final adjusted fee exceeds all fee payments made to the contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

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

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) Applicable to Items 0002 (and if option(s) are exercised) 0006, 0102, 0104, 0202, 0204, 0302, 0304, 0402, 0404, 0502, 0504, 0602, and 0604

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

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

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

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

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

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

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

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

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

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

Item Type

0001, 0005, 0101, 0103, 0201, CPIF

0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601 and 0603

0002, 0006, 0102, 0104, 0202 COST

0204, 0302, 0304, 0402, 0404 0502, 0504, 0602 and 0604

0004 FFP

0003 NSP

Section C - Descriptions and Specifications

ITEM 0001 and (if Option(s) are exercised) ITEMS 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601 and 0603 – The Contractor shall deliver Engineering Services in accordance with NAVSEA Clause “ENGINEERING SERVICES (NAVSEA) (APR 2004) and Attachment 1, SOW.

ITEM 0002 - (and if option(s) are exercised) 0006, 0102, 0104, 0202, 0204, 0302, 0304. 0402, 0404, 0502, 0504, 0602 and 0604 – The Contractor shall deliver support for Engineering Services in accordance with NAVSEA Clause “SUPPORT FOR ENGINEERING SERVICES” and Attachment 1, SOW.

ITEM 0003 – Data for Items 0001 (and if option(s) are exercised) 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601 and 0603 The Contractor shall delivery data in accordance with NAVSEA Clause, “DATA

REQUIREMENTS (NAVSEA) (SEP 1992)”.

ITEM 0004 – Orders : The Contractor shall furnish supplies in accordance with the detailed specifications or requirements set forth in orders issued by the Contracting Officer and in accordance with NAVSEA Clause “PROVISIONED ITEMS ORDERS”. The Government reserves the right to order supplies which meet its requirement by means other than this contract vehicle.

Item(s) 0003 - The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s) A, attached hereto.

ITEM(S) ENGINEERING SERVICES (NAVSEA) (APR 2004) Applicable to ITEM(S) 0001 and (if Option(s) are exercised) ITEMS 0005, 0101, 0103, 0201, 0203, 0301, 0303, 0401, 0403, 0501, 0503, 0601 and 0603

Upon receipt of Technical Instructions (TIs) issued in accordance with the Special Contract Requirement entitled “Technical Instructions”, the Contractor shall provide engineering and technical services to support the requirements defined in “ATTACHMENT 1 – STATEMENT OF WORK FOR Inter Subsystem Monitoring Tool (ISMT) / On- Board Team Trainer – Master Controller (OBTT-MC)” and “ATTACHMENT 9 – SYSTEM PERFORMANCE SPECIFICATION FOR THE AN/BYG-1 COMMON INFRASTRUCTURE SERVICE (doc # PMS425C7-CIS- 0216), DATED 30 June 2016” Note: the CIS Performance Specification can be found in the E-TIC library for RFP purposes and will be delivered under separate cover at contract award.

(1) The scope of services includes engineering and technical services supporting the sustainment and maintenance of on-going legacy Technical Insertion efforts as well as other engineering and analysis tasks as requested by the Government and authorized under Technical Instructions.

(2) These efforts shall include Fleet and new construction problem assessment and adjudication; configuration control; software, hardware and logistics troubleshooting; and End of Life (EOL) issue assessment.

(a) 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.

(b) The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified therefor, as authorized by Technical Instruction issued by the COR in PMS425 and the PCO as identified in Section G.

(c) When authorized under paragraph (b) 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.

(d) 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.

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

(f) 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.

(g) 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.

(h) In the event the Government 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 therefor, 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.

HQ C-1-0003 ITEM(S) 0004 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 2015)

(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 15.4 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.

HQ C-1-0008 SUPPORT FOR ENGINEERING SERVICES (NAVSEA) (JUN 1992)

Applicable to Item 0002 (and if Option(s) are exercised) 0006, 0102, 0104, 0202, 0204, 0302, 0304, 0402, 0404, 0502, 0504, 0602 and 0604.

(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.

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 data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Contractor; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

(c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Government through any means to which the Contractor has access in the performance of this contract that contains proprietary or other restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt by an individual, company, or Government representative not directly involved in the effort to be performed under this contract to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Government representative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting "subcontractor" for "Contractor" where appropriate.

(f) Compliance with this requirement is a material requirement of this contract.

HQ C-2-0008 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (MAY 1993)

To the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the Government for the identification of parts, pieces, items, subassemblies or assemblies to be furnished under this contract, the Contractor shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards or Data item Descriptions of the contract or as required by orders for spare and repair parts. The cognizant Government Contract Administration Office shall be responsible for providing the Contractor such NSNs or preliminary NSNs which may be assigned and which are not already in possession of the Contractor.

HQ C-2-0009 ASSIGNMENT OF SERIAL NUMBER(S) (NAVSEA) (SEP 1990)

The Contractor shall request serial number assignment, in writing, from the Cognizant Technical Program Office, with a copy to the cognizant Contract Administration Office. The request for serial number assignment shall contain the following minimum information:

(a) Contract number;

(b) Assigned line item number and description;

(c) Assigned type designation;

(d) Assigned model number;

(e) Top drawing number and ID (List of Drawings) number;

(f) Exact quantity for which serial numbers are being requested, including preproduction samples required by the contract; and

(g) National Stock Number

HQ C-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO AND/OR

RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)

(a) The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER SOFTWARE DOCUMENTATION" (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered. The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

(b) The Contractor agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this contract.

(c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

(d) No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights.