17FEB2017_Draft_N00024-17-R-6308.doc

Section B - Supplies or Services and Prices

CLIN Number 0001

XLUUV System Design & Tech Data Pkg

CPIF

Design efforts for the Extra Large Unmanned Under Sea Vehicle (XLUUV) System and delivery of a Technical Data Package (Level 2). The XLUUV System and design efforts shall comprise the four following Elements: XLUUV Element, Support Element, Ashore Element, and the Mobile C2 Element. Shall be delivered in accordance with the Statement of Work (Attachment J-1), the Performance Specification (Attachment J-2), Interface Documents (Attachments J-4 and J-5), and the requirements of this contract.

Minimum Fee: zero dollars ($0)

Maximum Fee: Ten percent (10%) of Target Cost

Sharing Ratio above Target Cost: (50% Government/50% Contractor)

Sharing Ratio below Target Cost: (50% Government/50% Contractor)

See Section B Note(s): E

FOB: Destination

PURCHASE REQUEST NUMBER: N0002416NR99712

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

CLIN Number 0005

DATA (NSP)

Data to be delivered in accordance with Attachment J-6, Contract Data Requirements List, DD Form 1423-1

ESTIMATED COST

CLIN Number 0010

Engineering Studies and Analyses. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A and B

FOB: Origin (Shipping Point)

CPFF

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0011

Lot

COST

Travel and Other Direct Costs (ODC) in support of line item 0010 Engineering Support Services. Incidental materials and travel that are used or consumed directly in connection with performance of line item 0010 Engineering Support Services. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A, B, and C

ESTIMATED COST

CLIN Number 0101

Each

FPI

Fabrication, test and delivery of a XLUUV System (XLUUV Element, Support Element, Ashore Element, and Mobile C2 Element) and up to an additional 4 XLUUV Element(s) and associated Support Element(s). Delivery includes an updated as-built Technical Data Package (Level 2) for the XLUUV System. Shall be delivered in accordance with the Statement of Work (Attachment J-1), the Performance Specification (Attachment J-2), the interface documents (Attachments J-4 and J-5), the Government approved product baseline, and the requirements of this contract. Stepladder quantity range 2-5 units.

Sharing Ratio above Target Cost: (50% Government/50% Contractor)

Sharing Ratio below Target Cost: (40% Government/60% Contractor)

See Section B Note(s): B and E

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

CLIN Number 0106

COST

Associated with Option CLIN(s) 0101 and 0201

See Section B Note(s): B and F

ESTIMATED COST

CLIN Number 0107

COST

Long Lead Material associated with the XLUUV System (XLUUV Element, Support Element, Ashore Element, Mobile C2 Element) and the second XLUUV Element and associated Support Element associated with (CLIN 0101). Long lead material to be procured under this cost only line item is identified in Attachment J-9.

In accordance with "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF FUNDS" (FAR 52.232-22) the maximum funding for long lead time material will not exceed $3,000,000.

See Section B Note(s): B and G

ESTIMATED COST

CLIN Number 0108

Ordering Line Item-PIO

FFP

See Section B Note(s): B and D

NET AMT

CLIN Number 0110

Engineering Studies and Analyses. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A and B

FOB: Origin (Shipping Point)

CLIN Number 0111

Lot

COST

Travel and Other Direct Costs (ODC) in support of line item 0110 Engineering Support Services. Incidental materials and travel that are used or consumed directly in connection with performance of line item 0110 Engineering Support Services. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A, B, and C

ESTIMATED COST

CLIN Number 0201

Each

FPI

XLUUV Fabrication, test, and delivery of additional XLUUV Element(s) and associated Support Element(s). Delivery includes an updated as-built Technical Data Package (Level 2). Shall be delivered in accordance with the Statement of Work (Attachment J-1), the Performance Specification (Attachment J-2), the Interface Documents (Attachments J-4 and J-5), Government approved product baseline, and the requirements of this contract. Stepladder quantity range 1-4 unit(s).

Sharing Ratio above Target Cost: (50% Government/50% Contractor)

Sharing Ratio below Target Cost: (40% Government/60% Contractor)

See Section B Note(s): B and E

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

CLIN Number 0202

Technical Data Package (TDP) (Level 3)

Each

NET AMT

CLIN Number 0203

Additional Ashore Element

Each

This CLIN is established for the fabrication of additional Ashore Element(s) in accordance with the Statement of Work detailed in Attachment J-1, the Performance Specification detailed in Attachment J-2, Interface Documents (Attachments J-4 and J-5), Government approved product baseline, and the requirements of this contract.

See Section B Note(s): A and B

NET AMT

CLIN Number 0204

Purchase of Additional Data Rights

Each

See Section B Note(s): B

NET AMT

CLIN Number 0210

Engineering Studies and Analyses. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A and B

FOB: Origin (Shipping Point)

CLIN Number 0211

Lot

COST

Travel and Other Direct Costs (ODC) in support of line item 0210 Engineering Support Services. Incidental materials and travel that are used or consumed directly in connection with performance of line item 0210 Engineering Support Services. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

ESTIMATED COST

CLIN Number 0310

Engineering Studies and Analyses. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A and B

CLIN Number 0311

Lot

COST

Travel and Other Direct Costs (ODC) in support of line item 0310 Engineering Support Services. Incidental materials and travel that are used or consumed directly in connection with performance of line item 0310 Engineering Support Services. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

ESTIMATED COST

CLIN Number 0410

Engineering Studies and Analyses. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

See Section B Note(s): A and B

CLIN Number 0411

Lot

COST

Travel and Other Direct Costs (ODC) in support of line item 0410 Engineering Support Services. Incidental materials and travel that are used or consumed directly in connection with performance of line item 0410 Engineering Support Services. If exercised, this line item is established to task engineering services via Technical Instructions issued by the Contracting Officer.

ESTIMATED COST

DEFINITIONS

System Overview:

The XLUUV System will be comprised of four (4) functional groups to include the XLUUV Element, the XLUUV Support Element, the Ashore Element, and the Mobile Command and Communications (C2) Element.

· XLUUV Element: This is the vehicle itself to include the core systems (guidance and control, communications and sensors), payloads, energy and propulsion.

· XLUUV Support Element: This includes equipment which would be located with the vehicle where deployed, with one XLUUV Support Element provided for each XLUUV Element.

· Ashore Element : This portion of the system is located ashore, at the Depot providing operational consoles and equipment with capability for control, sortie planning, post mission analysis and data storage. It also offers communications equipment and equipment at the Depot required for preventive and corrective maintenance (I and D level), Packaging, Handling, Storage and Transportation (PHS&T), and other non-operational support.

· Mobile C2 Element: An environmentally-controlled standard-sized International Standards Organization (ISO) intermodal container, or equivalent, equipped with consoles and equipment that provide control capability, sortie planning, post mission analysis data storage and communications.

CLIN 0101 includes the following items for delivery:

CLIN 0201 includes the following items for delivery:

NOTE A

The Government will issue Technical Instructions (TIs) in accordance with Section H clause, NAVSEA 5252.242-9115 “TECHNICAL INSTRUCTIONS”. The Contractor shall not perform any effort under these items until and unless tasked by the Government. This is an estimated amount of labor hours, and does not indicate that the Government will necessarily require this amount or any at all. For funding and administrative purposes, at the time of option exercise, the Contracting Officer may establish separately priced contract line items (CLINs) or subcontract line items (SLINs) using the following dollar rates per hour:

Phase I - Instructions to Offerors regarding Note A

* To be filled in by the Offeror. The proposed amounts shall be in whole dollars.

** The Offeror shall divide the proposed Section B estimated cost and fixed fee amount by the associated hours and insert the result rounded to the nearest penny in the appropriate column in the table above.

The Offeror shall propose no less than zero percent (0%) and no more than eight percent (8%) for fixed fee.

NOTE B

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

NOTE C

Incidental materials and travel that are used or consumed directly in connection with performance of Engineering Services and the associated Technical Instruction(s). If exercised, the Government will fund this item as needed during contract performance. Costs incurred by the Contractor during the performance of this line item will be reimbursed to the Contractor at cost only (no fee will be paid on this line item). The Contracting Officer may establish separately priced contract line items (CLINs) or subcontract line items (SLINs).

The Total Cost Only (no fixed fee) amount issued under Line Item Numbers 0011, 0111, 0211, 0311, and 0411 are as set forth below.

NOTE D

The profit percentage to be applied against all PIO orders under this contract is: * %

Phase I - Instructions to Offerors regarding Note D The offeror shall insert a profit percentage. The Offeror shall propose no less than zero percent (0%) and no more than eight percent (8%) for profit.

NOTE E

If exercised, the Section B amounts shall be established through unilateral modification in accordance with Section I clause 52.217-7 and the stepladder pricing in the below table. Furthermore, the Government has the right to unilaterally increase the quantity under any of these CLINs after they have been initially exercised as long as it occurs within a 90 day period after the CLIN has been initially exercised. The quantity can be increased by any increment as long as the total quantity does not exceed the maximum quantity stated in the stepladder pricing for that CLIN. If this increase occurs within a 90 day period of other quantities exercised under the CLIN, then pricing for all hardware under that CLIN procured within this 90 day period shall be adjusted to the unit price from the stepladder pricing appropriate for the total quantity being procured. For funding and administrative purposes, at the time of option exercise, the Contracting Officer may establish separately priced contract line items (CLINs) or subcontract line items (SLINs). FIXED PRICE INCENTIVE FIRM TARGET AMOUNTS SHALL BE ESTABLISHED AT OR BELOW THE CEILING PRICES FOR EACH STEPLADDER QUANTITY BEFORE LINE ITEM 0101 AND 0201 CAN BE EXERCISED.

Phase I - Instructions to Offerors regarding Note E

* Not-to-exceed Ceiling Prices to be filled in by the Offeror for each stepladder quantity under Phase I. The proposed amounts shall be in whole dollars. The ceiling price shall reflect the cumulative price for the total number of units within the specific stiar step quantity. Under Phase I, the Offeror is only required to fill-in the not-to-exceed Ceiling Price for each possible stepladder quantity. If awarded a contract under Phase I, the Target Cost, Target Profit, and Target Price will be filled in by the Offeror under Phase II.

Phase II - Instructions to Offerors regarding Note E

** To be filled in by the Offeror for each stepladder quantity under Phase II. Under Phase II, the Offeror may propose updated Ceiling Prices less than the Ceiling Prices under Phase I for each Stepladder quantity.The proposed amounts shall be in whole dollars. The proposed amounts for each stepladder quantity shall reflect the extended Section B Pricing and not the unit price. The Offeror shall provide firm Target Costs, Target Profits, and Total Target Prices less than or equal to the Ceiling Prices under Phase I for each stepladder quantity. The Offeror shall propose no less than zero percent (0%) and no more than twelve percent (12%) for Target Profit.

NOTE F

INCENTIVE FEE PLAN FOR LINE ITEM 0106

Overview

It is the intent of the Government to incentivize performance and schedule as listed below for this contract and applicable options. Schedule and Performance incentives will be paid upon delivery of completed products and verification as detailed in the followings paragraphs when that delivery meets the applicable schedule and performance criteria.

The Program Manager (PMS406) will make all determinations on the criteria for all incentive fees.

In the event the Contractor exceed Target Cost by 10% or more for a specific CLIN, the Government will evaluate the tradeoff of cost versus incentive award to determine if the Contractor remains eligible to earn respective Incentive Fee CLIN. The tradeoff will take into account what is in the best interest of the program, specifically was the effort to earn the incentive executed in a manner that caused detrimental effect to the overall cost and schedule of the program.

The incentive fee pool shall not exceed two percent (2%) of the total target Cost for five (5) XLUUV Elements and associated Support Elements. The incentive fee pool calculation is shown in Table 1. The fee pool will not be increased.. ALL UNEARNED INCENTIVE FEE WILL BE RETAINED BY THE GOVERNMENT.

The Incentive Fee Pool amounts shown in Table 1 are percentages of the total production CLIN 0101 Target Costs for the order quantity of 5 units (1 XLUUV System and 4 additional XLUUV Elements).

Table 1: Incentive Fee Pool (All percentages are fee based on Target Cost from Section B, Note E)

All time frames in this note are measured in calendar days.

Schedule Incentives (CLINs 0101/0201)

The Production Schedule Incentive is established and shall be awarded in accordance with the information below. The schedule incentive rewards early delivery of prototype units per the Statement of Work (SOW). This incentive is applicable only for production unit options exercised by the Government. In order to be eligible for this incentive, the Contractor must provide the complete deliverable to the Government on or before the specified dates in Table 2.

The Contractor shall have satisfactorily corrected all applicable Contractor responsible deficiencies, whether discovered before, during, or after completion of acceptance trials, which are determined by PMS406 and the Contracting Officer to be necessary to avoid an adverse effect on the operational capability of the vehicle. The Contractor delivery date for Government acceptance will be determined by the specific criteria in Table 2 and the following:

Table 2 –Schedule Incentives (All percentages are fee based on Target Cost from Section B, Note E)

Qty 1 Incentive Fee

Qty 2 Incentive Fee

Qty 3-5 Criteria

Total

Performance Incentives (CLIN 0101)

Production incentives for the CLIN 0101 efforts are established for performance. The performance incentive applies to verified vehicle performance on the first production unit.

Performance Incentives (CLIN 0101) for the XLUUV System (including the first XLUUV element and associated Support Element)

The Performance Incentives are established and shall be awarded in accordance with the following. In order to be eligible for the performance incentives, the delivered prototype will successfully complete acceptance testing in accordance with SOW 3.3.1.1, 3.3.6.2 and 3.3.6.3 documented by signed form DD-250.

If these criteria are met, performance incentives shall be awarded as described in 3 for verified vehicle performance. Vehicle performance for this incentive shall be verified in accordance with SOW 3.3.2.2, 3.3.6.2, and 3.3.6.3 for the first unit delivered. Any requested deviation in acceptable performance criteria must be agreed to by PMS406 and documented by a letter from the contracting officer and will reflect the best interests of the government.

Table 3 - Performance Incentive Weighting and Ratings (All percentages are fee based on Target Cost from Section B, Note E)

*The total fee available for each requirement is cumulative with a maximum of 0.5% for each requirement

Incentive Fee Award Process

Each event completion, whether successful or unsuccessful, will be documented by a letter from the PCO which will be issued within 30 calendar days of the completion of the event. The parties agree that the determinations of whether an event was successfully completed are unilateral decisions made solely at the discretion of the Government and are not subject to the “DISPUTES” clause.

Upon successful completion of the respective event as determined by the Program Manager (PMS406), the Contracting Officer will issue a letter documenting the completion of the event. In the event that the XLUUV Program Manager, in consultation with the Contracting Officer, determines that an event has been successfully performed and the Contractor’s cost will not exceed Target Cost by 10% or more (unless determined to be acceptable as indicated in overview section above), the Government will issue a unilateral modification obligating funds in the amount specified in this plan, on the respective Incentive CLIN. This unilateral modification to the contract will be issued within 45 calendar days of written notification of successful event completion. The contractor may invoice for the incentive upon receipt of this letter and a contract modification signed by the Contracting Officer documenting that the incentive has been earned and providing the associated funding.

Determination regarding whether the Contractor has exceeded 10% or more of Target Cost of CLINs 0101 and 0201 will be based on the total final negotiated cost determined via paragraph (d) (1) of the clause entitled, 52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (OCT 1997) and will be determined at delivery. For instances where the Government has previously obligated funds to a Special Incentive CLIN and where the final negotiated costs exceeds target cost by 10% or more, the Government may issue a unilateral modification de-obligating the Performance Incentive Fee for that event by an amount equal to the obligation previously made. For instances where the Government previously declined to obligate funds to the Special Incentive CLIN based on projected costs that exceeded Target Cost by 10% or more, but where the final negotiated cost was ultimately determined to be less than 10 % greater than Target Cost, the Government will obligate funds for Special Incentive events which met all other stipulated criteria.

Determinations of the Government with respect to the amount of the fee to be paid to the Contractor are unilateral decisions made solely at the discretion of the Government. There will be no provisional, interim or advance billing of incentive fee prior to determination by the Program Manager (PMS406) and execution by the PCO of a modification authorizing payment. There shall be no rollover of unearned incentive fee.

The achievement of schedule and performance accomplishments addressed above shall not be modified, relaxed, or otherwise adjusted except for changes directly resulting from Government caused interruption or as determined in the best interest of the government. Either case must be acknowledged in writing by the PCO referencing this provision. Any Contractor request for adjustment to the schedule dates or performance specified in this Plan shall be submitted in writing to the PCO. The Government may elect to extend or modify the specified incentive dates in this provision should events dictate. Such elections are unilateral decisions and made solely at the Government’s discretion. Any changes to the schedules or other incentive fee terms specified in this provision shall be incorporated via modification prior to the next incentive fee period.

Example:

Company A is selected as the successful Offeror for Phase II vehicle production. Firm target pricing was established at or below its FPI Not-to-Exceed ceiling price under Phase I. Company A proposed stepladder pricing for various quantities of vehicles including the option to purchase 5 vehicles under CLIN 0101 totaling $50M.

Company A is awarded an Option for 2 units under CLIN 0101. The incentive fee pool is established as $0.85M (1.7% of $50M) which is set aside under CLIN 0106. Company A understands that the maximum incentive they can earn for schedule is $0.35M (0.7%) and $0.5M (1%) for performance which equals the $0.85M (1.7%) total.

Company A delivers the XLUUV System 24 days after scheduled due date and does not receive the schedule incentive for unit #1. However, the XLUUV System is delivered at target cost. Therefore the contractor remains eligible for the performance incentive as it has not exceeded 10% of target cost in its production efforts.

Testing in accordance with the SOW reveals that the XLUUV System exceeds the threshold range requirement by 12% and exceeds the threshold loiter requirement by 30%. The Program Manager (PMS406) in consultation with the contracting officer determines that company A has earned $0.25M (0.5%) range incentive and $0.10M (0.2%) loiter incentive.

During production of XLUUV Element #2, Company A delivers the vehicle 12 days prior to required delivery date in Section F and earns $0.15M (0.3%) schedule incentive. No performance incentive is available on XLUUV Element #2-5.

During production of the first 2 units, the government exercises CLIN 0201 for 3 additional units under the appropriate stepladder pricing in Section B. The incentive fee pool is increased by $0.15M (0.3% of $50M). Company A delivers XLUUV Element #3 10 days prior to the schedule delivery date at target cost; therefore, Company A earns the additional$0.15M (0.3%) schedule incentive. Units 4 and 5 are also delivered at target cost completing the delivery of 5 units No schedule incentives are available on XLUUV Elements #4-5.

The earned incentive is summarized below in Table 4.

Table 4: Example Summary of Earned Production Incentives

NOTE G

CONVERSION OF LINE ITEM 0107

(a) Option Contract Line Item Number (CLIN) 0107 has been established on a Cost Only (no fee) basis for the procurement or manufacture of XLUUV Long Lead Time Material (LLTM) intended for the construction of or installation in the XLUUV System (including the first XLUUV Element) and the second XLUUV Element under CLIN 0101.

(b) Upon exercise of CLIN 0101,the Section B Fixed Price Incentive Firm Target (FPIF) pricing, requirements, terms and conditions of CLIN 0101 will replace CLIN 0107 through unilateral modification. CLIN 0101 will be marked “Reserved.” All CLIN 0101 requirements, references, terms and conditions included herein would apply to CLIN 0107. In the event that CLIN 0101 is not exercised, the Government will maintain CLIN 0107 as a cost only line item as identified in Section B. The Government will issue a contract modification providing instructions relative to disposition of any long lead materials procured or manufactured.

(c) In the event that CLIN 0101 is exercised, the Contractor agrees that any and all long lead materials procured or manufactured under Item 0107 will be considered contractor furnished property to the same extent as if the Contractor had procured said long lead material under Item 0101. In no event shall any long lead material procured under Item 0107 be considered Government Furnished Property (as defined by FAR 52.245-1 entitled "Government Property"). Accordingly, the Government shall have no liability under the "Government Property" clause of this contract with respect to that property, in that the Government considers the property to have been procured under the XLUUV System and second XLUUV Element item under CLIN 0101 as contractor furnished property, not Government Furnished Property.

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.

CLAUSES INCORPORATED BY FULL TEXT

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.

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0013 PAYMENT FOR ENGINEERING SERVICES AND SUPPORT – ALTERNATE I (NAVSEA) (JAN 2008)PRIVATE

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

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

(c) Each provisional payment for subsistence and transportation costs shall be subject to reduction to the extent any amount included in the related invoice and statement of costs is found not to be reimbursable under the support item(s) and shall also be subject to reduction for overpayment or to increase for underpayment on preceding invoices. Any disputes under this requirement shall be determined in accordance with the clause of this contract entitled "DISPUTES" (FAR 52.233-1).

(d) Separate invoices shall be submitted for selected replacement repair parts subsequent to the establishment of prices therefor in accordance with SECTION C of this contract.

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 to be filled in at award in accordance with Section B percent ( %) 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

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0015 PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable, and shall be paid at the hourly rate(s) specified above per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

Applicable CLINs: 0010, 0110, 0210, 0310, 0410

CLAUSES INCORPORATED BY FULL TEXT

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)PRIVATE

(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

Cost Plus Incentive Fee (CPIF)

Section C - Descriptions and Specifications

DESCRIPTIONS AND SPECIFICATION

The Statement of Work (SOW) for The Extra Large Unmanned Undersea Vehicle (XLUUV) has been incorporated under this contract as Attachment J-1 due to the sensitive nature of the information contained therein. Attachment J-1 is hereby included as part of Section C of the Schedule and is designated as item (a) of the Section I “ORDER OF PRECEDENCE” clause (FAR 52.215-8).

System Overview The XLUUV System will be comprised of four (4) functional groups to include the XLUUV Element, the XLUUV Support Element, the Ashore Element, and the Mobile Command and Communications (C2) Element.

XLUUV Element: This is the vehicle itself to include the core systems (guidance and control, communications and sensors), payloads, energy and propulsion.

XLUUV Support Element: This includes equipment which would be located with the vehicle where deployed, with one XLUUV Support Element provided for each XLUUV Element.

Ashore Element : This portion of the system is located ashore, at the Depot providing operational consoles and equipment with capability for control, sortie planning, post mission analysis and data storage. It also offers communications equipment and equipment at the Depot required for preventive and corrective maintenance (I and D level), Packaging, Handling, Storage and Transportation (PHS&T), and other non-operational support.

Mobile C2 Element: An environmentally-controlled standard-sized International Standards Organization (ISO) intermodal container, or equivalent, equipped with consoles and equipment that provide control capability, sortie planning, post mission analysis data storage and communications.

The Contractor shall NOT utilize any energy or propulsion systems that involve nuclear power.

CLAUSES INCORPORATED BY FULL TEXT

Item(s) (See list of applicable CLINs, below.) - 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.

Applicable CLINs:0005

ITEM(S) 0010 and Option Items 0110, 0210, 0310, and 0410 - ENGINEERING SERVICES (NAVSEA) (APR 2004)

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

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

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

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

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

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

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

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

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

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

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

(e) Travel time necessary for performance of such services shall be included in computing the man days of service. When services are performed at sea and the engineer(s) is unable to leave the vessel when work is completed, the remaining time aboard the vessel shall be considered travel time for purposes of computing the man days of services. However, the Contractor shall be paid for no more than one man day of service per calendar day for each engineer while in travel status.

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

(g) Each time services are performed, the engineer(s)shall obtain a certification of performance from a responsible U.S.Government official aboard the vessel or at the activity where the services were performed, citing tasks satisfactorily performed and hours worked each day.

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

(i) 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) 0108 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 2015)

(a) General.