Amendment_0001_Summary_of_Changes.doc

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION B - SUPPLIES OR SERVICES AND PRICES

The following have been modified:

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:

SECTION C - DESCRIPTIONS AND SPECIFICATIONS

The following have been modified:

HQ C-2-0033 LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992)

The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH VALUE ITEMS" (FAR 52.246-24):

SECTION I - CONTRACT CLAUSES

The following have been added by full text:

SECTION I NOTE

Note: The clause DFARS 252.219-7004, Small Business Subcontracting Plan (Test Program), will be incorporated at award if the successful Offeror(s) has/have a comprehensive subcontracting plan.

The following have been modified:

52.216-16 INCENTIVE PRICE REVISION--FIRM TARGET (OCT 1997)

(a) General. The supplies or services identified in the Schedule as Items 0101 and 0201are subject to price revision in accordance with this clause; provided, that in no event shall the total final price of these items exceed the ceiling price of Section B Ceiling price for each respective line item (CLIN 0101 and 0201). Any supplies or services that are to be (1) ordered separately under, or otherwise added to, this contract and (2) subject to price revision in accordance with the terms of this clause shall be identified as such in a modification to this contract.

(b) Definition. "Costs," as used in this clause, means allowable costs in accordance with Part 31 of the Federal Acquisition Regulation (FAR) in effect on the date of this contract.

(c) Data submission. (1) Within 30 days after the end of the month in which the Contractor has delivered the last unit of supplies and completed the services specified by item number in paragraph (a) of this clause, the Contractor shall submit in the format of Table 15-2, FAR 15.408, or in any other form on which the parties agree--

(i) A detailed statement of all costs incurred up to the end of that month in performing all work under the items;

(ii) An estimate of costs of further performance, if any, that may be necessary to complete performance of all work under the items;

(iii) A list of all residual inventory and an estimate of its value; and

(iv) Any other relevant data that the Contracting Officer may reasonably require.

(2) If the Contractor fails to submit the data required by subparagraph (1) above within the time specified and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the data submittal period, the amount of the excess shall bear interest, computed from the date the data were due to the date of repayment, at the rate established in accordance with the Interest clause.

(d) Price revision. Upon the Contracting Officer's receipt of the data required by paragraph (c) above, the Contracting Officer and the Contractor shall promptly establish the total final price of the items specified in (a) above by applying to final negotiated cost an adjustment for profit or loss, as follows:

(1) On the basis of the information required by paragraph (c) above, together with any other pertinent information, the parties shall negotiate the total final cost incurred or to be incurred for supplies delivered (or services performed) and accepted by the Government and which are subject to price revision under this clause.

(2) The total final price shall be established by applying to the total final negotiated cost an adjustment for profit or loss, as follows:

(i) If the total final negotiated cost is equal to the total target cost, the adjustment is the total target profit.

(ii) If the total final negotiated cost is greater than the total target cost, the adjustment is the total target profit, less 50 percent of the amount by which the total final negotiated cost exceeds the total target cost.

(iii) If the final negotiated cost is less than the total target cost, the adjustment is the total target profit plus 60. percent of the amount by which the total final negotiated cost is less than the total target cost.

(e) Contract modification. The total final price of the items specified in paragraph (a) above shall be evidenced by a modification to this contract, signed by the Contractor and the Contracting Officer. This price shall not be subject to revision, notwithstanding any changes in the cost of performing the contract, except to the extent that--

(1) The parties may agree in writing, before the determination of total final price, to exclude specific elements of cost from this price and to a procedure for subsequent disposition of those elements; and

(2) Adjustments or credits are explicitly permitted or required by this or any other clause in this contract.

(f) Adjusting billing prices. (1) Pending execution of the contract modification (see paragraph (e) above), the Contractor shall submit invoices or vouchers in accordance with billing prices as provided in this paragraph. The billing prices shall be the target prices shown in this contract.

(2) If at any time it appears from information provided by the contractor under subparagraph (g)(2) below that the then-current billing prices will be substantially greater than the estimated final prices, the parties shall negotiate a reduction in the billing prices. Similarly, the parties may negotiate an increase in billing prices by any or all of the difference between the target prices and the ceiling price, upon the Contractor's submission of factual data showing that final cost under this contract will be substantially greater than the target cost.

(3) Any billing price adjustment shall be reflected in a contract modification and shall not affect the determination of the total final price under paragraph (d) above. After the contract modification establishing the total final price is executed, the total amount paid or to be paid on all invoices or vouchers shall be adjusted to reflect the total final price, and any resulting additional payments, refunds, or credits shall be made promptly.

(g) Quarterly limitation on payments statement. This paragraph (g) shall apply until final price revision under this contract has been completed.

(1) Within 45 days after the end of each quarter of the Contractor's fiscal year in which a delivery is first made (or services are first performed) and accepted by the Government under this contract, and for each quarter thereafter, the Contractor shall submit to the contract administration office (with a copy to the contracting office and the cognizant contract auditor) a statement, cumulative from the beginning of the contract, showing--

(i) The total contract price of all supplies delivered (or services performed) and accepted by the Government and for which final prices have been established;

(ii) The total costs (estimated to the extent necessary) reasonably incurred for, and properly allocable solely to, the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established;

(iii) The portion of the total target profit (used in establishing the initial contract price or agreed to for the purpose of this paragraph (g)) that is in direct proportion to the supplies delivered (or services performed) and accepted by the Government and for which final prices have not been established--increased or decreased in accordance with subparagraph (d)(2) above, when the amount stated under subdivision (ii), immediately above, differs from the aggregate target costs of the supplies or services; and

(iv) The total amount of all invoices or vouchers for supplies delivered (or services performed) and accepted by the Government (including amounts applied or to be applied to liquidate progress payments).

(2) Notwithstanding any provision of this contract authorizing greater payments, if on any quarterly statement the amount under subdivision (1)(iv) above exceeds the sum due the Contractor, as computed in accordance with subdivisions (1)(i), (ii), and (iii) above, the Contractor shall immediately refund or credit to the Government the amount of this excess. The Contractor may, when appropriate, reduce this refund or credit by the amount of any applicable tax credits due the Contractor under 26 U.S.C. 1481 and by the amount of previous refunds or credits effected under this clause. If any portion of the excess has been applied to the liquidation of progress payments, then that portion may, instead of being refunded, be added to the unliquidated progress payment account consistent with the Progress Payments clause. The Contractor shall provide complete details to support any claimed reductions in refunds.

(3) If the Contractor fails to submit the quarterly statement within 45 days after the end of each quarter and it is later determined that the Government has overpaid the Contractor, the Contractor shall repay the excess to the Government immediately. Unless repaid within 30 days after the end of the statement submittal period, the amount of the excess shall bear interest, computed from the date the quarterly statement was due to the date of repayment, at the rate established in accordance with the Interest clause.

(h) Subcontracts. No subcontract placed under this contract may provide for payment on a cost-plus-a-percentage-of-cost basis. The Contractor shall--

(1) Insert in each price redetermination or incentive price revision subcontract the substance of paragraph (g), above, and of this paragraph (h), modified to omit mention of the Government and to reflect the position of the Contractor as purchaser and of the subcontractor as vendor, and to omit that part of subparagraph (g)(2) above relating to tax credits; and

(2) Include in each cost-reimbursement subcontract a requirement that each lower-tier price redetermination or incentive price revision subcontract contain the substance of paragraph (g) above and of this paragraph (h), modified as required by subparagraph (1) above.

(i) Disagreements. If the Contractor and the Contracting Officer fail to agree upon the total final price within 60 days (or within such other period as the Contracting Officer may specify) after the date on which the data required by paragraph (c) above are to be submitted, the Contracting Officer shall promptly issue a decision in accordance with the Disputes clause.

(j) Termination. If this contract is terminated before the total final price is established, prices of supplies or services subject to price revision shall be established in accordance with this clause for (1) completed supplies and services accepted by the Government and (2) those supplies and services not terminated under a partial termination. All other elements of the termination shall be resolved in accordance with other applicable clauses of this contract.

(k) Equitable adjustment under other clauses. If an equitable adjustment in the contract price is made under any other clause of this contract before the total final price is established, the adjustment shall be made in the total target cost and may be made in the maximum dollar limit on the total final price, the total target profit, or both. If the adjustment is made after the total final price is established, only the total final price shall be adjusted.

(l) Exclusion from target price and total final price. If any clause of this contract provides that the contract price does not or will not include an amount for a specific purpose, then neither any target price nor the total final price includes or will include any amount for that purpose.

(m) Separate reimbursement. If any clause of this contract expressly provides that the cost of performance of an obligation shall be at Government expense, that expense shall not be included in any target price or in the total final price, but shall be reimbursed separately.

(n) Taxes. As used in the Federal, State, and Local Taxes clause or in any other clause that provides for certain taxes or duties to be included in, or excluded from, the contract price, the term "contract price'' includes the total target price or, if it has been established, the total final price. When any of these clauses requires that the contract price be increased or decreased as a result of changes in the obligation of the Contractor to pay or bear the burden of certain taxes or duties, the increase or decrease shall be made in the total target price or, if it has been established, in the total final price, so that it will not affect the Contractor's profit or loss on this contract.

(End of Clause)

Applicable CLINs: 0101, 0201

SECTION L - INSTRUCTIONS, CONDITIONS AND NOTICES TO BIDDERS

The following have been added by full text:

SECTION L NOTE

Note: The provision FAR 52.215-20, Requirements for Certified Cost or Pricing Data and Data Other Than Cost or Pricing Data, with alternate II, will only take effect as specified in DFARS 252.215-7008, Only One Offer.

52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN CERTIFIED COST OR PRICING DATA (OCT 2010)

(a) Exceptions from certified cost or pricing data. (1) In lieu of submitting certified cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable.

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information may include--

(A) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities;

(B) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market;

(C) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation , access does not extend to cost or profit information or other data relevant solely to the offeror's determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for certified cost or pricing data. If the offeror is not granted an exception from the requirement to submit certified cost or pricing data, the following applies:

(1) The offeror shall prepare and submit certified cost or pricing data, data other than certified cost or pricing data, and supporting attachments in accordance with the instructions contained in Table 15-2 of FAR 15.408, which is incorporated by reference with the same force and effect as though it were inserted here in full text. The instructions in Table 15-2 are incorporated as a mandatory format to be used in this contract, unless the Contracting Officer and the Contractor agree to a different format and change this clause to use Alternate I.

As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of provision)

52.215-20 REQUIREMENTS FOR COST OR PRICING DATA OR INFORMATION OTHER THAN COST OR PRICING DATA (OCT 2010)—ALTERNATE II (OCT 1997)

(a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data, offerors may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable.

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Commercial item exception. For a commercial item exception, the offeror shall submit, at a minimum, information on prices at which the same item or similar items have previously been sold in the commercial market that is adequate for evaluating the reasonableness of the price for this acquisition. Such information may include--

(A) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities;

(B) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market;

(C) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The offeror grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this provision, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation , access does not extend to cost or profit information or other data relevant solely to the offeror's determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for cost or pricing data. If the offeror is not granted an exception from the requirement to submit cost or pricing data, the following applies:

(1) The offeror shall prepare and submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408.

(2) As soon as practicable after agreement on price, but before contract award (except for unpriced actions such as letter contracts), the offeror shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(c) When the proposal is submitted, also submit one copy each to: (1) the Administrative Contracting Officer, and (2) the Contract Auditor.

(End of provision)

52.215-20 REQUIREMENTS FOR CERTIFIED COST OR PRICING DATA OR INFORMATION OTHER THAN CERTIFIED COST OR PRICING DATA (OCT 2010)—ALTERNATE IV (OCT 2010)

(a) Submission of certified cost or pricing data is not required.

(b) Certified cost or pricing data is not required to be submitted with this cost/price proposal. The cost estimates, rationale and supporting cost information to support the Section B pricing offered is required in accordance with Section L, but will not be certified at the time of proposal submission.

(c) It is anticipated that the pricing of this RFP will be based upon adequate price competition in accordance with FAR 15.403-1. Therefore, Offerors are not required to submit certifiable cost or price data. However, after receipt of proposals, it may be determined that adequate price competition does not exist and that certified cost or price data are required.

(d) If it is determined that adequate price competition does not exist, Offerors may be required to provide certified current, complete and accurate cost and pricing data in accordance with FAR 52.215-20 within 30 calendar days after receipt of the Contracting Officer’s request. In this event, a Certificate of Current Cost or Pricing Data will be required immediately after agreement on cost/price is reached.

(e) A request for submission of certified cost or pricing data does not constitute “discussions” under FAR part 15 and does not require submission of a Final Proposal Revision.

(End of provision)

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications (OCT 2010)--ALTERNATE II (OCT 1997)

(a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable--

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Information on modifications of contracts or subcontracts for commercial items. (A) If--

(1) The original contract or subcontract was granted an exception from cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and

(2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item.

(B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include--

(1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

(2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation , access does not extend to cost or profit information or other data relevant solely to the Contractor's determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the requirement to submit cost or pricing data, the following applies:

(1) The Contractor shall submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408.

(c) When the proposal is submitted, also submit one copy each to: (1) the Administrative Contracting Officer, and (2) the Contract Auditor.

As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of clause)

52.215-21 Requirements for Certified Cost or Pricing Data and Data Other Than Certified Cost or Pricing Data -- Modifications (OCT 2010)--ALTERNATE III (OCT 1997)

(a) Exceptions from cost or pricing data. (1) In lieu of submitting cost or pricing data for modifications under this contract, for price adjustments expected to exceed the threshold set forth at FAR 15.403-4 on the date of the agreement on price or the date of the award, whichever is later, the Contractor may submit a written request for exception by submitting the information described in the following subparagraphs. The Contracting Officer may require additional supporting information, but only to the extent necessary to determine whether an exception should be granted, and whether the price is fair and reasonable--

(i) Identification of the law or regulation establishing the price offered. If the price is controlled under law by periodic rulings, reviews, or similar actions of a governmental body, attach a copy of the controlling document, unless it was previously submitted to the contracting office.

(ii) Information on modifications of contracts or subcontracts for commercial items. (A) If--

(1) The original contract or subcontract was granted an exception from cost or pricing data requirements because the price agreed upon was based on adequate price competition or prices set by law or regulation, or was a contract or subcontract for the acquisition of a commercial item; and

(2) The modification (to the contract or subcontract) is not exempted based on one of these exceptions, then the Contractor may provide information to establish that the modification would not change the contract or subcontract from a contract or subcontract for the acquisition of a commercial item to a contract or subcontract for the acquisition of an item other than a commercial item.

(B) For a commercial item exception, the Contractor shall provide, at a minimum, information on prices at which the same item or similar items have previously been sold that is adequate for evaluating the reasonableness of the price of the modification. Such information may include--

(1) For catalog items, a copy of or identification of the catalog and its date, or the appropriate pages for the offered items, or a statement that the catalog is on file in the buying office to which the proposal is being submitted. Provide a copy or describe current discount policies and price lists (published or unpublished), e.g., wholesale, original equipment manufacturer, or reseller. Also explain the basis of each offered price and its relationship to the established catalog price, including how the proposed price relates to the price of recent sales in quantities similar to the proposed quantities.

(2) For market-priced items, the source and date or period of the market quotation or other basis for market price, the base amount, and applicable discounts. In addition, describe the nature of the market.

(3) For items included on an active Federal Supply Service Multiple Award Schedule contract, proof that an exception has been granted for the schedule item.

(2) The Contractor grants the Contracting Officer or an authorized representative the right to examine, at any time before award, books, records, documents, or other directly pertinent records to verify any request for an exception under this clause, and the reasonableness of price. For items priced using catalog or market prices, or law or regulation , access does not extend to cost or profit information or other data relevant solely to the Contractor's determination of the prices to be offered in the catalog or marketplace.

(b) Requirements for cost or pricing data. If the Contractor is not granted an exception from the requirement to submit cost or pricing data, the following applies:

(1) The Contractor shall submit cost or pricing data and supporting attachments in accordance with Table 15-2 of FAR 15.408.

(c) Submit the cost portion of the proposal via the following electronic media: TBD As soon as practicable after agreement on price, but before award (except for unpriced actions), the Contractor shall submit a Certificate of Current Cost or Pricing Data, as prescribed by FAR 15.406-2.

(End of clause)

The following have been modified:

PHASE I INSTRUCTIONS

Contract Structure Overview The Government will utilize a two-phase acquisition approach (i.e. Phase I and Phase II) under this single full and open solicitation. Up to two (2) contracts will be awarded under Phase I for the development of the XLUUV System to the Offeror(s) whose proposal(s) indicate the best value to the Government. Design of the XLUUV System includes the XLUUV Element, XLUUV Support Element, XLUUV Ashore Element, and XLUUV Mobile C2 Element. The Phase I contract(s) will include CPIF base award(s) for XLUUV system design, with Option not-to-exceed FPIF ceiling prices for fabrication for an XLUUV prototype system and additional XLUUV element(s). Phase I will also include the award of CPFF level of effort engineering services, long lead time material for the XLUUV System and the second XLUUV element associated data rights.

Competition for continuation into Phase II will be held between the successful Offeror(s) under Phase I. Under Phase II, one award will be made to the Offeror whose proposal indicates the best value to the Government. Upon completion of CDR exit criteria for the Phase I XLUUV Design, the contractor will be instructed by the contracting officer to submit a Phase II proposal no later than 14 months, 2 weeks after award of design (CLIN 0001). Offeror(s) will provide updated proposals, to include CDR results, and will submit FPI Firm Target Pricing (Target Cost and Target Profit) with a ceiling less than or equal to the FPIF Ceiling Price established under Phase I.

Any data previously submitted in a Phase I proposal will not be considered during the subsequent Phase II evaluation. Any Phase I proposal information that is pertinent to the Phase II proposal must be resubmitted by the Offeror in the Phase II proposal. See Section L, Section 1.0 for Phase I instructions and Section L, Section 2.0 for Phase II instructions.

Each Offeror shall submit only one proposal for Phase I and Phase II, respectively, which represents its best approach to meeting the requirements of the solicitation. No alternative proposals will be accepted by the Government.

Failure to meet timely CDR exit criteria resulting in a significant slip in schedule or failure to maintain cost control in which an Offeror significantly exceeds its proposed target cost may render the contractor ineligible for Phase II award.Offeror The Government will not consider Offerors' proposals that involve nuclear power.

The Government will not consider Offerors’ proposals a major component of the hull or superstructure will be constructed in a foreign shipyard, in accordance with 10 U.S.C. 7309.

1.0 PHASE I Instructions, Conditions and Notices to Bidders

The Offeror shall submit all information required by this solicitation. Failure to comply with the terms and conditions of the solicitation may result in the Offeror being disqualified from consideration for award. The Offeror’s proposal shall be based on the requirements contained in this RFP (including those documents, exhibits, and other attachments to the RFP identified in Section J). Offerors are required to submit a proposal encompassing all items listed in Section B of this solicitation.

The solicitation will be made available only through the internet at:

http://www.fbo.gov Offerors are hereby notified that from time to time, the Government may post additional information to the web site relating to this solicitation (e.g. responses to questions, amendments, etc.). It is the Offeror’s responsibility to check the web site for any such information.

COMMUNICATIONS WITH THE GOVERNMENT

Unless otherwise specified, the Naval Sea Systems Command Procuring Contracting Officer (PCO) and Contract Specialist are the sole points of contact for this acquisition.

1.1 Acquisition Approach (Applicable to Phase I)

Up to two (2) contracts will be awarded under Phase I for the development of the XLUUV System to the Offeror(s) whose proposal(s) indicate the best value to the Government. Design of the XLUUV System includes the XLUUV Element, XLUUV Support Element, XLUUV Ashore Element, and XLUUV Mobile C2 Element. The Phase I contract(s) will include CPIF base award(s) for XLUUV system design, with not-to-exceed FPIF ceiling Option prices for fabrication of an XLUUV System and additional XLUUV Element(s). Phase I will also include the award of CPFF level of effort engineering services, long lead time material for the XLUUV System and the second XLUUV Element.

1.2 Submission of Questions and Comments (Applicable to Phase I)

Offerors shall submit written questions and comments (unclassified only) related to this solicitation in accordance with the Bidder’s Question Submittal Form (Attachment L-1) attached to Section L.

No comments, questions or inquiries shall be made of any Government person other than the points of contact listed below. Should there be a comment or question submitted that the potential Offeror believes addresses a subject that is specific to the company (and/or addresses anything that is believed to be proprietary in nature) then the inquiry shall be marked accordingly. If the Government concurs with this identification, the Government will respond only to that potential Offeror. If the Government does not concur with that identification, it shall inform the submitter and not provide any further response.

It is the Government’s intention that all publication of questions and answers in response to the solicitation will be sent directly to offerors who have an approved DD-254 and a signed “Terms of Use” letter. This is to comply with the Arms Export Control Act (Title, U.S.C. Section 2751 et seq. or Executive Order 12470) as many of the answers contain technical data restricted by the Act.

The Government will not entertain any proposed revisions to the terms and conditions contained in this solicitation submitted as part of the Offeror’s proposal, including any attachment/exhibit referenced therein. Therefore, any offer that includes “redlines,” condition(s) of offer, or any other deviation from the requirements of the solicitation may be rejected by the Government as non-compliant. As such, any questions or suggestions related to the terms and conditions of this solicitation shall be made known by the Offeror in accordance with this section and the deadline for questions below.

It is the Government’s intention that questions and responses will be distributed electronically to all Offerors. Information provided with each question should include the document name, document date, specific page, paragraph, clause or other definitive citation requiring clarification.

No information contained in the answers to bidder’s question shall supersede any information contained in the solicitation (including amendments).

The deadline for receipt of questions is close of business (COB), 7 April 2017. Any questions received after this may not be answered prior to receipt of proposals. This will also be the final day to request the controlled documents.

UNCLASSIFIED QUESTIONS

Written unclassified questions related to this solicitation shall be submitted electronically as follows:

TO: Mr. Brett Bikowski – brett.bikowski@navy.mil CC: Mr. Mike Hammersley – james.hammersley@navy.mil

SUBJECT LINE: Question (insert name of Offeror) XLUUV N00024-17-R-6308

It is the Government’s intention to distribute unclassified responses to unclassified questions and comments electronically by Amendment.

CLASSIFIED QUESTIONS

If an Offeror needs to ask a question(s) on classified material, it shall notify the Contract Specialist, Mike Hammersley at james.hammersley@navy.mil and carbon copy (CC:) the PCO Brett Bikowski at brett.bikowski@navy.mil. An appropriate channel for the Offeror to pose its classified question(s) will then be established.

1.3 Availability of Competition Library/Bidders Library (Applicable to Phase I) A Competition Library/Bidders Library containing relevant GFI and Attachments has been created by PMS 406. CD-ROMs are available to eligible Offerors. Companies requesting a copy of the Competition Library/Bidders Library set must provide the Contracting Officer a completed DD254 indicating that the requesting company has a Defense Security Service (DSS) issued SECRET facility clearance, providing for SECRET personnel clearances and SECRET safeguarding capability. The Government will not provide sponsorship for new or upgraded personnel or facility clearances. Companies requesting a copy of the Competition Library/Bidders Library must provide their company’s valid FEDEX or UPS number to be charged for shipping. The Government will then issue a "Terms of Use" letter to the requesting company upon the Government 's receipt of an approved DD254. The Terms of Use letter shall be signed and returned to the Contract Specialist, with a copy to the Contracting Officer. Upon receipt of the Terms of Use letter by the Contract Specialist, the Competition Library/Biders Library will be made available in a secure manner to the Offeror so long as the Offeror has met the security requirements detailed herein.

The deadline to request access to the Competition Library shall be the same as the deadline to submit questions.

The “Terms of Use” letter shall be signed and returned to both of the following POCs:

TO: Mr. Brett Bikowski – brett.bikowski@navy.mil CC: Mr. Mike Hammersley – james.hammersley@navy.mil

SUBJECT LINE: Question (insert name of Offeror) XLUUV N00024-17-R-6308

If an approved executed DD-254 for this solicitation and an executed “Terms of Use” letter is on file with the Contracting Officer, the Offeror does not have to resubmit these documents.

1.4 Proposal Delivery Information (Applicable to Phase I)

Although NAVSEA will make the Solicitation and amendments available electronically on the internet, proposals in response to this Solicitation WILL NOT be accepted via electronic transmission. Only hand-delivered (in-person or by mailing agent), hard-copy (including specified CD-ROM copies) proposals submitted in accordance with Section L of this RFP will be accepted. Any proposals received electronically will be deleted and will not be available for NAVSEA review or consideration.

Responses not received at the place and time specified in Block 9 of the Standard Form 33 will be considered late, as defined by FAR 52.215-1. Responses and response modifications shall not be faxed or e-mailed. Responses and response modifications (which will only be accepted prior to the deadline date for receipt of responses) shall be submitted in sealed envelopes or packages to the address shown below and marked with the following information on the outer wrapper.

a. Offeror’s name and return address;

b. Government address shown below;

c. The solicitation number (N00024-17-R-6308); and

d. The following statement: “Source Selection Materials Contained Inside.”

Commander

Naval Sea Systems Command

Attn: Mike Hammersley (SEA 02634H)

1333 Isaac Hull Avenue SE, Mail Stop 2050

Washington Navy Yard, D.C. 20376-2050

(202) 781-3149

For proposals delivered in-person by the Offeror to the Government use the address above and in accordance with Section L provision entitled SPECIAL PROPOSAL RECEIPT REQUIREMENTS.

If an Offeror elects to deliver its proposal in-person it is required that they contact the Contract Specialist (james.hammersley@navy.mil, phone: 202-781-3149) or Contracting Officer (brett.bikowski@navy.mil, 202-781-5178) 48 hours beforehand via phone or email prior to arriving to arrange for receipt.

1.5 Solicitation Response Requirements (Applicable to Phase I)

The solicitation response shall be contained in four separate Volumes, delivered by the date of the closing of the solicitation which, unless an extension has been granted, will be as specified in Block 9 of Section A (SF-33 Form) of this RFP:

Volume I – Technical Proposal

Volume II – Past Performance

Volume III – Cost Proposal

Volume IV – Solicitation Package

For Volumes I, II, III, and IV the number of copies required and the page limit are shown in the table below.

* The total page count identified, excludes Appendix Documents, the table of contents, the Cross Reference Matrix, the System/Subsystem Specification and the Glossary of Abbreviations and Acronyms.

Appendix Documents

Unlimited

** The total page count identified, excludes the table of contents, the Cross Reference Matrix, and the Glossary of Abbreviations and Acronyms.

*** CLASSIFIED Supplement: CLASSIFIED information (if applicable) shall be supplied separately as a supplement to the Phase I and Phase II proposal submittals, respectively. For the purposes of compliance with the page limitation, classified information (if applicable) shall be supplied separately, but shall count toward the applicable overall volume page limitation. If a classified supplement is included, it shall be packaged and provided separately in printed form only with appropriate security classification markings. If the Offeror intends to submit a classified annex, the Offeror shall provide advance notice to the Contracting Officer.

Volumes I through IV (including Appendices and Attachments) shall contain NO CLASSIFIED MATERIAL UNDER ANY CIRCUMSTANCE. CLASSIFIED MATERIAL shall only be included in the CLASSIFIED Supplement. In the event classified information is found anywhere within those referenced sections of the proposal, that volume will be collected and destroyed and the Offeror’s proposal will be determined to be non-compliant.

UNLESS SPECIFICALLY REQUESTED IN SECTION L OF THIS SOLICITATION, NO PRICING INFORMATION IS TO BE INCLUDED IN THE TECHNICAL VOLUME I (INCLUDING APPENDIX DOCUMENTS).

ALL VOLUMES MAY BE SHIPPED TOGETHER UNDER PHASE I OF THIS SOLICITATION BUT THEY MUST BE APPROPRIATELY MARKED AND PACKAGED SEPARATELY.

Electronic proposal submissions and supporting information shall be submitted on CD-ROM suitable for reading in a standard PC compatible CD-ROM drive. All view graphs shall be in Microsoft PowerPoint 2010 (or compatible). All spreadsheets or mathematical computations (cost data) shall be in Microsoft Excel 2010 (or compatible) format and shall be working versions, including formulas and computations. Submission of locked spreadsheets is not acceptable. All spreadsheets should be “unlinked” to separate documents to allow for cost/price evaluation. All text shall be in Microsoft Word 2010 (or compatible) or searchable Adobe Acrobat Portable Document Format (PDF). All schedules, including Integrated Master Schedule (IMS), shall be in Microsoft Project 2010 (or compatible). The electronic proposal material shall not contain any information not contained in the hard copy format. In the event of disparities between hardcopies and electronic information, the hardcopy governs.

The narrative material should consist of the following:

· Hardcopy proposal shall be typed or printed in a font with the type no smaller than size 12 Times New Roman font on standard 8-1/2 x 11 inch paper.

· Text line spacing may be single spaced, but the Government’s preferred text line spacing is 1.5 lines. One-inch minimum margins on each side, including top and bottom are required.

· Text within tables, diagrams, pictorial charts, or graphic material may use a font no smaller than 8-point Times New Roman.

· Fold out pages may be used for diagrams, charts or graphic material only and may not exceed 11 inches by 17 inches. Of the 100page count limitation, 20 of the pages may be fold out pages in the Volume I Technical Proposal submission. There is no limit on the number of fold out pages in Volume III Cost/Price Proposal. Fold out pages may only include narrative sufficient to describe the diagram, chart, or graphic material and may only be single-sided.

· Every paragraph, figure, and…