N00024-18-R-6405.pdf

CODE

(Hour)

PAGE(S)

until 12:00 PM local time 02 May 2018

X

A X B X C X D

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G F 135 - 148

149 - 188 X H 189 - 203 cherissa.tamayori@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 1 203

(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 10 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

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

See Section L conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

CHERISSA M. TAMAYORI 202-781-1609

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 25

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

26 - 64 65 - 69

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

70 - 75 76 - 78

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 79 - 82 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 83 - 89 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

90 - 133

PART II - CONTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2060

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

02 Mar 2018

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002418R6405

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

9 Each

MK 54 Mod 0 Array Kits POM Units

FPI

Proof of Manufacturing (POM) (See Note A)

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Origin (Shipping Point)

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

MK 54 Mod 0 Array Kits

FFP

550 Each

Array Nose Assembly (ANA), Transmitter See Note B

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

NET AMT

1 Lot

Other Direct Cost

COST

Associated with Engineering Services CLIN 0004 and Hardware Repair CLIN See Note G

ESTIMATED COST

22,500 Hours

Engineering Services and Support See Notes D and H

CPFF

FIXED FEE

TOTAL EST COST + FEE

8,000 Hours

Hardware Repair See Notes D and H

Spares

OPTION Exhibit C – MK 54 Array Kit Spares List Maximum ceiling value is equivalent to 30 of each item listed in Exhibit C See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Production Support Material

OPTION Exhibit D - MK54 Array Kit Production Support Material List Maximum ceiling value is equivalent to 5 of each item listed in Exhibit D See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Warranty

1 Each

Warranty for supplies under CLIN 0002 See Note F

Data (Not Separately Priced) MK 54 Mod 0 Array Kit Data Price included in CLINs 0001, 0002, 0004, 0005, 0006 and 0007 (AND IF

OPTION EXERCISED) 0102, 0104, 0105, 0106, 0107, 0202, 0204, 0205, 0206,

0207, 0302, 0304, 0305, 0306, 0307, 0402, 0404, 0405, 0406 and 0407 See Note E

Provisioned Item Order (PIO)

OPTION See Notes C and I

OPTION ANA, Transmitter See Notes B and C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

OPTION Other Direct Cost

COST

Associated with Engineering Services CLIN 0104 and Hardware Repair CLIN See Notes C and G

OPTION Engineering Services and Support See Notes C, D and H

OPTION Hardware Repair See Notes C, D and H

Maximum ceiling value is equivalent to 30 of each item listed in Exhibit C See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Maximum ceiling value is equivalent to 5 of each item listed in Exhibit D See Note C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

OPTION Warranty for supplies under CLIN 0102 See Notes C and F

See Notes B and C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

COST

Associated with Engineering Services CLIN 0204 and Hardware Repair CLIN

See Notes C, D and H

See Notes C, D and H

Maximum ceiling value is equivalent to 30 of each item listed in Exhibit C See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Maximum ceiling value is equivalent to 5 of each item listed in Exhibit D See Note C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

OPTION Warranty for supplies under CLIN 0202

See Notes B and C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

COST

Associated with Engineering Services CLIN 0304 and Hardware Repair CLIN

See Notes C, D and H

See Notes C, D and H

Maximum ceiling value is equivalent to 30 of each item listed in Exhibit C See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Maximum ceiling value is equivalent to 5 of each item listed in Exhibit D See Note C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

OPTION Warranty for supplies under CLIN 0302

See Notes B and C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

COST

Associated with Engineering Services CLIN 0404 and Hardware Repair CLIN

See Notes C, D and H

See Notes C, D and H

Maximum ceiling value is equivalent to 30 of each item listed in Exhibit C See Note C NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

Maximum ceiling value is equivalent to 5 of each item listed in Exhibit D See Note C

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a

OPTION Warranty for supplies under CLIN 0402

NOTE A – The Contractor shall propose a Fixed-Price Incentive (FPI) structure for these item(s).

The Contractor shall propose within the following Government/Contractor shareline boundaries:

ITEM(s) OVERRUN UNDERRUN 0001 50/50 50/50

Target Fee – NTE 12%

Ceiling Price – 120% of Target Cost.

NOTE B – These CLINs consist of stepladder quantities (US Navy and FMS customers) which may range from the stated minimum quantities through the stated maximum quantities for each respective CLIN. Maximum steps are provided for each respective CLIN and shall not be exceeded. Offerors shall provide stepladder pricing in the “Stepladder Pricing Table.” The Pricing proposed in the “Stepladder Pricing Table” will be moved to the Section B CLIN Table at Contract Award.

STEPLADDER GUIDELINES

Stepladder guidelines for CLINs 0002, 0102, 0202, 0302 and 0402:

Minimum Quantity: 25 Maximum Quantity: 550 Maximum Number of Steps: 6

STEPLADDER PRICING TABLE (TO BE FILLED IN BY OFFEROR)

STEPLADDER NAME ITEM NO STEP

NO

TO

QUANTITY

TO

QUANTITY

UNIT

PRICE

MK 54 Mod 0 Array Kits – Base 0002 1 25 6 550

TO

QUANTITY

TO

QUANTITY

UNIT

PRICE

MK 54 Mod 0 Array Kits – OY1 0102 1 25

TO

QUANTITY

TO

QUANTITY

UNIT

PRICE

MK 54 Mod 0 Array Kits – OY2 0202 1 25

TO

QUANTITY

TO

QUANTITY

UNIT

PRICE

MK 54 Mod 0 Array Kits – OY3 0302 1 25

TO

QUANTITY

TO

QUANTITY

UNIT

PRICE

MK54 Mod 0 Array Kits – OY4 0402 1 25

NOTE C – Option items 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 D – If the Government issues Technical Instructions (TI), the TIs will be issued in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS included in SECTION H of this contract. The total number of hours specified in Section B is an estimated amount of labor hours and does not indicate that the Government will necessarily require any or all of this amount. Any Other Direct Costs associated with the performance of TIs shall be reimbursed on associated CLINs 0003, 0103, 0203, 0303 and 0403 per NOTE G.

NOTE E – The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, and Exhibit A.

NOTE F – If options are exercised, the Contractor shall warranty items delivered under CLINs 0002, 0102, 0202, 0302, and 0402 in accordance with the warranty provisions of this contract as specified in SECTION I. The Government has the unilateral right to exercise per unit quantities up to the stepladder quantity ordered under CLINs 0002, 0102, 0202, 0302, and 0402.

NOTE G - These CLINs are Cost Only. No fee shall be associated with contract’s Other Direct Costs.

Offerors shall propose ODCs in accordance with Government estimates as shown below.

NOTE H – The Offeror shall divide the proposed estimated cost and the proposed fixed fee amount by the associated number of hours and insert the results rounded to the nearest penny in the appropriate columns in the table below. Estimated hourly rate (composite rate) is determined by including all allowable costs (including COM, if applicable). Fee/hour is calculated on cost less COM (if applicable). If COM is proposed necessary columns may be added. For purposes of the “Payment of Fee(s) (Level of Effort – Alternate I)” clause the hourly fee rate is as follows:

Fee Schedule for Level of Effort (LOE) Items CLIN Total Hours Estimated Hourly Rate (Rate) Fixed Fee $/Hr

(FF)

Total Fixed Fee $

(Hours x FF) Estimated Cost (Hours x Rate)

0004 22,500 0005 8,000 0104 22,500 0105 8,000 0204 22,500 0205 8,000

CLIN

0103 0203 0303 0403

ODC CLINs Est $ value

$100K $100K $100K $100K $100K

0304 22,500 0305 8,000 0404 22,500 0405 8,000

NOTE I - Provisioned Item Order (PIO) will be implemented by separate contract modifications in accordance with Section C: PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999). Pricing will be set forth on each order.

Offerors shall propose a profit percentage in the table below not to exceed 8%. The proposed profit percentage will be utilized on all orders issued under CLIN 0010. The CLIN 0010 profit amount will be equal to the proposed profit percentage multiplied by $13.5M. The profit amount is then added to the $13.5M to calculate the Firm Fixed Priced, Not-to-Exceed amount for CLIN 0010. The CLIN 0010 Not-To-Exceed amount will be used in the calculation of the Government Total Evaluated Price (GTEP).

CLIN Profit Percentage

CLIN 0010 – PIO %

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-2-0015 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.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 FPI

0002, 0006, 0007, 0008, 0010 FFP

0102, 0106, 0107, 0108 0202, 0206, 0207, 0208 0302, 0306, 0307, 0308 0402, 0406, 0407, 0408

0004, 0005, 0104, 0105 CPFF (LOE)

0204, 0205, 0304, 0305 0404, 0405

0003, 0103, 0203, 0303 COST

0009 NSP

Section C - Descriptions and Specifications

SECTION C-1 CLIN DESCRIPTION

The requirements of the MK54 Array Kit provided in the Technical Data Package (Attachment 1) include both performance specifications in addition to detail specifications at various levels of assembly. Compliance with only the detail specifications does not relieve the Contractor from meeting all performance specification requirements. In situations where the detail specification contradicts the performance specification, the Contractor is required to submit necessary changes as described in paragraph 3.3.3.2.1 CHANGES TO & VARIANCES FROM THE CONTRACT BASELINE. Additionally, lower level technical drawings are provided as GFI in Attachment 2. All GFI is for informational purposes only. The Government does not warrant the ability to build compliant acoustic arrays using the GFI provided. The contractor is fully responsible and provided the design space to develop new or revised element, ceramic ring, and associated drawings, processes, and procedures to make compliant Array Nose Assemblies (ANA) to the top level detail and performance specification requirements. The contractor should not assume that the Government will revise the performance specification to allow non-fully compliant Array Kits to be delivered to the Government.

Item(s) 0001 – MK54 MOD 0 Array Kit, Proof of Manufacture (POM) For the purposes of this CLIN each MK54 MOD 0 Array Kit is comprised of an Array Nose Assembly (ANA) P/N 8418283, a transmitter (TX) Assembly P/N 8418343, and TX mounting hardware (Exhibit E). The Contractor shall perform nonrecurring engineering (NRE) design and redesign, fabricate and/or procure, assemble, test and deliver the MK54 MOD 0 Array Kit Proof of Manufacture (POM) units in the quantities specified herein in accordance with the requirements of the Attachment 1 Technical Data Package (TDP) which includes both performance specifications in addition to detail specifications at various levels of assembly. In particular the CLIN 0001 POM units must comply with the Array Nose Assembly (ANA) performance specification (7109301) and the Transmitter performance specification (WS22038) in addition to the detail specification requirements. In situations where the detail specification contradicts the performance specification, the Contractor is required to submit necessary changes as described in paragraph 3.3.3.2.1 CHANGES TO & VARIANCES FROM THE

CONTRACT BASELINE.

POM units shall be equivalent to MK54 MOD 0 Array Kit production units procured under CLIN 0002 (0102, 0202, 0302, 0402); however, the POM units will be used for Qualification and Validation Testing purposes only.

Item 0001 will comprise of nine (9) each TXs, nine (9) each ANAs, and nine (9) each TX mounting hardware kits listed in Exhibit E. Element, ceramic ring and associated drawings, omitted from the TDP, and the technical reports and models that can assist in developing new element, ceramic and associated drawings have been provided for informational purposes only as part of the Attachment 2, Government Furnished Information (GFI). The Contractor is required to update the GFI drawings or provide new drawings for the element, ceramic ring and associated drawings included in Attachment 2 and submit updates to the GFI-provided drawings to reflect the as-built configuration.

For purposes of this contract, the MK54 Array Kit POMs are Government first article units.

Item(s) 0002 and (IF OPTION EXERCISED) 0102, 0202, 0302 and 0402– MK54 MOD 0 Array Kits

The MK54 MOD 0 Array Kit shall consist of two Functional Item Replacements (FIRs), the MK54 MOD 0 ANA (P/N 8418283) and the MK54 MOD 0 TX (8418343), as well as TX mounting hardware (Exhibit E). The Contractor shall fabricate, and/or procure, assemble, test and deliver the MK54 MOD 0 Array Kits in accordance with the requirements of the Attachment 1 TDP which includes both performance specifications in addition to detail specifications at various levels of assembly. In particular, the CLIN 0001 POM units must comply with the Array Nose Assembly (ANA) performance specification (7109301) and the Transmitter performance specification (WS22038) in addition to the detail specification requirements. CLIN 0002 and (IF OPTION EXERCISED) 0102, 0202, 0302 and 0402 units shall be equivalent to MK54 MOD 0 Array Kit POM units procured under CLIN 0001.

Element, ceramic ring and associated drawings, omitted from the technical data package, and technical reports and models that can assist in developing new element, ceramic and associated drawing has been provided for informational purposes only as part of the Attachment 2 GFI.

Applicable to Foreign Military Sales (FMS) units: The Contractor may, in accordance with DFARS 225.7303-2, submit their negotiated offset agreement to the PCO at the time of Letter of Offer and Acceptance (LOA) approval after contract award. With concurrence from PMS 404, the Contracting Officer will review and may approve adjustments to Contract Line Item Number/Sub-Line Item Number (CLIN/SLIN) FMS pricing in accordance with DFARS 225.7303-2 for which the offset agreement has been negotiated between the Country and the Contractor.

Item(s) 0003 and (IF OPTION EXERCISED) 0103 0203, 0303, and 0403 – Other Direct Costs The Contractor shall invoice as other direct costs the costs of supplies, materials, subsistence and transportation as authorized by Technical Instruction (TI) in accordance with (IAW) Section H clause 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999), for Engineering Services and Hardware Repair Services that are provided under CLINs 0004, 0005, 0104, 0105, 0204, 0205, 0304, 0305, 0404 and 0405 in accordance with HQ C-1-0008 Support for Engineering Services (NAVSEA)(JUN 1992).

Item(s) 0004 and (IF OPTION EXERCISED) 0104, 0204, 0304, and 0404 – Engineering Services and Support The Contractor shall, subject to Technical Instructions issued in accordance with (IAW) 5252.242-9115 TECHNICAL INSTRUCTIONS (APR 1999), furnish qualified engineers to conduct studies, prototype hardware solutions, provide services, testing and/or analyses of design and/or production related issues for the hardware CLINs. The engineering services shall be performed within the limits as to place(s) and period(s) specified within the Technical Instructions.

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

The Contractor shall not exceed the obligated amount for each engineering services TI, unless and until such amount has been increased in writing by the Contracting Officer.

Item(s) 0005 and (IF OPTION EXERCISED) 0105, 0205, 0305, and 0405 – Hardware Repair Services The Contractor shall provide cost-reimbursable hardware repair services for Government Owned hardware under this contract not covered under the manufacturer's or a third-party warranty. The Government will provide to the Contractor Government-furnished equipment (GFE) (Attachment 3) in need of rework or repair. The Contractor shall provide a cost estimate and schedule for rework or repair and retest to the Government within 15 days of receipt of GFE needing rework or repair. The Government will assess that information and notify the contractor in writing within 10 days as to whether or not the repair is authorized.

The Contractor shall, subject to TI(s) issued by the Government, repair the Government hardware under this contract as specified therein. Prior to the Contractor performing any hardware repair services the Contracting Officer’s designated Contracting Officer’s Representative (COR) will authorize all repairs.

Item(s) (IF OPTION EXERCISED) 0006, 0106, 0206, 0306, and 0406 – Spares If option exercised, the Contractor shall fabricate and/or procure, assemble, test, and deliver the material specified in Exhibit C. Varying quantities of spares may be ordered dependent upon need and quantities ordered in CLINs

0002, 0102, 0202, 0302 and 0402 (if exercised) and shall be based upon per unit pricing set forth in Exhibit C.

Item(s) (IF OPTION EXERCISED) 0007, 0107, 0207, 0307, and 0407 – Production Support Material If option exercised, the Contractor shall fabricate and/or procure, assemble, test, and deliver the material specified in Exhibit D. Varying quantities of production support material may be ordered dependent upon need and shall be based upon per unit pricing set forth in Exhibit D.

Item(s) 0008 and (IF OPTION EXERCISED) 0108, 0208, 0308 and 0408 – Warranty on Supplies If option exercised, the Contractor shall provide a warranty when required for items delivered under CLINs 0002, 0102, 0202, 0302, and 0402 in accordance with the warranty provisions of this contract as specified in Section I.

Item(s) 0009 – MK54 Array Kit Data The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, and Exhibit A.

Item(s) (IF OPTION EXERCISED) 0010 - Provisioned Items Orders The Contractor shall fabricate and/or procure, assemble, test, and deliver hardware and any associated software and firmware in support of the MK 54 MOD 0 Array Kits in accordance with “HQ C-1-0003 Provisioned Items Orders (APR 1999)”. Varying quantities of spares may be ordered dependent upon needs.

SECTION C-2 SPECIFIC REQUIREMENTS

2.1 ACCESS TO GOVERNMENT FACILITIES

(a) The Contractor will have access to the Government-owned facilities located at Naval Undersea Warfare Center

(NUWC) Division Newport, Rhode Island; NUWC Division Keyport, Washington; and NUWC Division Keyport facilities located at Naval Submarine Base Bangor, Washington as required in support of the life-cycle of this procurement including production, testing efforts, troubleshooting, failure analysis, meetings etc. on a not-to- interfere basis.

(b) For utilization of Government facilities, the Contractor shall establish a Test Availability Plan (TAP) (submitted with the Test Plan CDRL A009) with the appropriate Government activity 90 days prior to planned use.

(c) The Government will not be responsible for conflicts, delays, or disruptions to any work performed by the Contractor due to use of any or all of such property under this contract or any other contracts under which use of such property is authorized.

2.2 ACCESS TO CONTRACTOR'S FACILITIES

Without limiting the Government's rights or obligations set forth in this contract, the Contractor specifically agrees as follows:

(a) In addition to the cognizant Government Inspector(s) at the Contractor's plant(s), the Contractor shall permit representatives of Government Contract Laboratories and any Government activities as designated by PMS 404 to have badged access to the Contractor's plant(s) in order to observe and examine the Contractor's performance of this contract on a noninterference basis.

(b) The Contractor shall grant representatives of Advisory and Assistance Services Contractors in direct support of PMS 404 access to the Contractor's plant(s) with the cognizant Government Inspector for purposes of reviewing and otherwise examining all relevant systems and procedures. The Contractor is responsible for entering into any nondisclosure agreement(s) with the other companies to protect its information from unauthorized use or disclosure.

(c) The Contractor shall flow down this requirement to its subcontractors and shall incorporate into each subcontract a provision which provides for access to the subcontractor plant(s) to the same extent as provided in accordance with paragraphs (a) and (b) above.

(d) Nothing in (a) through (c) above shall be deemed to require the Contractor (or any subcontractor) to grant (or agree to grant) access to any area or documentation requiring Security Clearance unless and until the person seeking such access has provided necessary evidence of an appropriate Security Clearance and demonstrated a "need-to-know".

2.3 ON-SITE GOVERNMENT REPRESENTATIVE

The Contractor shall permit and provide facilities for up to one permanent on-site representative(s) of the PMS 404 program office, and/or its delegated representative. The Contractor shall provide office space, desks, chairs, tables, file cabinets, interoffice mail service, internet service, internal and external telephone access with FAX, copier access and computer terminal usage. The designated Government representatives shall be given unimpeded access to all Contractor facilities and technical data and information sources involved in MK54 MOD 0 Array Kit design, fabrication, production, and testing. The Contractor-provided space for the Government Representative shall be convenient to the Contractor’s program office space.

Fulfillment of the requirements of this contract, including procurement of material, assembly and test of any product delivered under this contract is the sole responsibility of the Contractor and shall not be performed by the Government on-site representative(s).

2.4 DIMINISHING MANUFACTURING SOURCES AND MATERIAL SHORTAGES

(DMSMS) / OBSOLESCENCE MANAGEMENT

The Contractor shall be responsible for identification, resolution and implementation of all DMSMS/Obsolescence issues associated with production and delivery of hardware under this contract in accordance with this clause and the Statement of Work.

(a) Definition.

DoD Regulation 4140.1-R defines DMSMS as the loss or impending loss of manufacturers or suppliers of items or raw materials that cause material shortages that endanger a weapon system’s or equipment’s development, production, or post-production support capability.

(b) Scope.

DMSMS/Obsolescence issues and their resolutions shall be prepared and submitted as set forth in paragraph (c) below:

(1) 60 Days After Contract Award (DAC) and throughout performance of this contract the Contractor shall perform a detailed evaluation of all technical data associated with this contract. Such evaluation shall include, but not be limited to, analysis, identification, and recommended corrections for problems associated with DMSMS/Obsolescence.

(2) The Contractor shall provide solutions to identified DMSMS/Obsolescence which assures that all components, assemblies, and parts thereof, can be produced, fabricated, and assembled in accordance with the requirements of the technical data, corrected as required by this clause.

(c) Notification and Relief.

In the event that the Contractor determines under paragraph (b) above that one or more parts involved in the procurement and/or production of any of the requirements contained in this contract are DMSMS as defined in paragraph (a) above, and reflect a positive or negative cost impact that is greater than or equal to five percent (5%) of the cost proposed for the CLIN unit price in the Contractor’s proposal Offeror Fill-In dated Offeror Fill-In, the Contractor shall (1) stop procurement and/or production activity for such part(s), and (2) provide written notice to the Contracting Officer within fourteen (14) days after discovering the DMSMS/Obsolescence. The notice shall include the following:

(1) The Contractor’s proposal for performance of the requirements of the contract despite the DMSMS/Obsolescence.

(2) A description of the difference between the existing contractual requirement and the Contractor’s proposal, the comparative advantages and disadvantages of each, a justification when the proposed solution uses an item that has one or more function(s) or characteristic(s) that is different from the DMSMS/obsolete item, the effect of the change on the end item’s performance, and any pertinent objective test data.

(3) A list and analysis of the contract requirements that must be changed if the Contractor’s proposal is accepted, including any suggested specification revisions.

(4) Identification of the unit to which the change applies.

(5) The Contractor shall submit a separate, detailed cost estimate for the affected portions of the existing contract requirement. The cost impact associated shall take into account the Contractor’s allowable development and implementation costs, including any amount attributable to subcontracts under the Subcontracts paragraph of this clause.

(6) A description and estimate of costs the Government may incur in implementing the change.

(7) A prediction of any affects the proposed change would have on collateral costs to the agency.

(8) A statement of the time by which a contract modification accepting the change must be issued in order to achieve the maximum cost reduction, noting any effect on the contract completion time or delivery schedule.

(9) Identification of any previous submissions of a proposal to address the DMSMS/Obsolescence issue, including the dates submitted, the agencies and contract numbers involved, and previous Government actions, if known.

(d) Approval/Rejection Requirements.

The Contractor shall notify the Government in writing of OEM or other obsolescence notices within 15 days of receipt or gaining knowledge of an obsolete part, including the last order date. The Government will either approve or reject all DMSMS/Obsolescence proposals by providing written notice to the Contractor within forty-five (45) days after receipt of the notice required by section (c) above by the Contracting Officer. The Government will provide explanation for any rejection. Where the Contracting Officer provides notification of approval, the Contractor’s obligations relating to such DMSMS/Obsolescence proposal shall be discharged to the extent that the deficiency is corrected. If in the judgment of the Government the incorporation of such approved DMSMS/obsolescence change does not correct the deficiency, the Contractor shall remain responsible for resubmitting and obtaining acceptance of a proposal to resolve the DMSMS/Obsolescence issue.

(e) Schedule and Cost.

The identification of DMSMS/Obsolescence issues and the necessary correction thereof shall not automatically constitute a change as identified under the Changes clause identified herein or result in either schedule or cost relief to the Contractor.

(f) DMSMS/Obsolescence Disputes.

Failure of the parties to agree upon any determination of the necessity for, or the designation of, a change to be made under this provision within 90 days after the Government rejection determination cited above in paragraph

(b) shall be a dispute within the meaning of the “Disputes” clause of this contract.

(g) Rights and Remedies.

The rights and remedies of the Government provided in this provision are in addition to and do not limit any rights afforded to the Government by any other clause of this contract.

(h) Subcontracts.

The terms and conditions of this clause flow down to all subcontracts at all tiers.

(i) Resolution and Funding.

If any DMSMS/Obsolescence issues arise as a result of a Government issued change, the provisions of FAR 52.243- 1 CHANGES – FIXED-PRICE or 52.243-2 CHANGES – COST REIMBURSEMENT (as applicable) shall be followed.

(j) Production Methods and Processes.

Changes to the TDP deliverable, which are recommended solely to permit performance in accordance with the Contractor’s or subcontractor’s production methods or processes shall not be submitted under this clause.

Engineering Change Proposals (ECP) shall not be submitted under this clause but shall be submitted in accordance with the ECP requirements of this contract.

(k) Rights in Technical Data.

Any and all data submitted by the Contractor as required under paragraph (c) of this clause, shall be provided to the Government with rights in accordance with the applicable data rights clauses of this contract.

2.5 CONTRACTOR USE OF COMMERCIAL COMPUTER SOFTWARE, INCLUDING

OPEN SOURCE SOFTWARE

(a) Contractor Use of Commercial Computer Software, including Open Source Software. Open source software is often licensed under terms that require the user to make the user's modifications to the open source software or any software that the user ‘combines’ with the open source software freely available in source code form pursuant to distribution obligations in the license.

(1) The Government accepts the terms of the licenses for the Commercial Computer Software listed in the

Attachment 4 Use of Free and Open Source Software (FOSS) / Commercial Computer Software (CCS) List of this Contract and any associated CCS documentation.

(2) In cases where the Contractor proposes to use open source software while performing under a Government contract, regardless of whether the open source software is delivered, the Contractor shall not: (i) create, or purport to create, any Government distribution obligations with respect to the Government computer software deliverables; or (ii) grant, or purport to grant, to any third party any rights to or immunities under Government intellectual property or Government data rights to the Government Computer Software deliverables.

(3) In addition to paragraph (a)(2), prior to using any CCS that is not listed in Attachment 4, the Contractor shall additionally evaluate each license for CCS, including open source software, and confirm that each of the following requirements are satisfied:

(i) a license for a particular CCS shall be compatible with all other licenses for other CCS that are or will be linked to, integrated with, or associated with the particular CCS, including when the particular commercial computer software and the other CCS are used with the same computer program;

(ii) a license for CCS shall not impose a Government distribution obligation on computer software linked to, or integrated with, or associated with the commercial computer software;

(iii) a license for CCS shall not impose a future Government distribution obligation that is foreseeable by the Contractor;

(iv) a license for CCS shall not be terminated by the Contractor’s use of the commercial computer software in performing under the contract; and

(v) the Contractor’s cost to comply with this requirement presents no additional cost to the Government.

(4) If, as a result of the Contractor’s evaluation, the Contractor is able to affirmatively make all of the determinations in paragraphs (a)(2) (i) through (a)(3)(v) above, then the Contractor may immediately begin using the CCS. Within thirty days, the Contractor shall notify the contracting officer in writing that the Contractor has evaluated the CCS use and the CCS license and made each determination required in paragraphs (a)(3)(i) through (a)(3)(v) above. This notification shall also include all information regarding the identification and proposed use(s) of the CCS in the format required by Attachment 4.

(5) If the Contractor is unable to satisfy all of the requirements in paragraphs (a)(2)(i) through (a)(3)(v) above for a particular CCS license, then the Contractor may not use the CCS covered by the particular license without prior approval by the Contracting Officer. The Contractor shall request approval to use the otherwise prohibited subject CCS from the Contracting Officer by providing a written notification in the format provided in Attachment 4, addressing (i) the name and version number of the software; (ii) the name of the applicable license(s); (iii) a brief description of the technical use and implementing approach; (iv) a “yes/no” indication of whether the Contractor has made, or will make, any modifications to the source code;

(v) the software website; and in addition (vi) an identification of the reason(s) that the Contractor was unable to make the determinations in paragraphs (a)(2)(i) through (a)(3)(v) above. The Contractor shall attach a copy of the subject CCS license to its request.

(b) The Contracting Officer will incorporate CCS for which the necessary determinations are made by the

Contractor, or which are otherwise approved by the Contracting Officer, into Attachment 4 by modification to the contract.

(c) Open source software meets the definition of “commercial computer software” in accordance with DFARS

252.227- 7014 and DoD CIO memorandum dated October 16, 2009.

2.6 GOVERNMENT FURNISHED PROPERTY MANAGEMENT

The Contractor shall manage all Government Furnished Property (GFP) in accordance with FAR 52.245-1. The Contractor shall provide accountability, security and storage for the GFP provided. The Contractor shall inspect and inventory all GFP received and identify and report any discrepancies/ and deficiencies.

2.7 WORK FOR PRIVATE PARTY AGREEMENTS

The Contractor may enter into Work For Private Party Agreements (WFPPAs) with Government test facilities to support the requirements identified in this contract. WFPPAs are separate contractual instruments. The Government shall not be responsible for conflicts, delays, or disruptions to any work required under this contract related to the WFPPAs.

SECTION C-3 STATEMENT OF WORK

3.1 SCOPE

The Contractor shall engineer, test, produce and deliver MK54 MOD 0 Array Kits in accordance with the Technical Data Package (TDP), Attachment 1, which includes both performance specifications in addition to detail specifications at various levels of assembly provided by the Government. In particular the MK54 MOD 0 Array Kits must comply with the Array Nose Assembly (ANA) performance specification (7109301) and the Transmitter performance specification (WS22038) in addition to the detail specification requirements. The Contractor shall flow down to all of its subcontractors and vendors Attachment 1 requirements from high level to lower level components to ensure that the end items and services provided meet all requirements.

The production phase of this effort shall include POM MK54 MOD 0 Array Kit production, POM testing, MK54 MOD 0 Array Kit production, spare parts production, Production Support Material (PSM) production, Engineering Services, Hardware Repair Services and the management and maintenance of Government-furnished Equipment (GFE) of both its hardware and software components.

3.1.1 BACKGROUND

The delivered MK54 MOD 0 Array Kits will support the development, production, and deployment of the MK54 MOD 0 Lightweight Torpedo (LWT). The MK54 MOD 0 LWT is primarily an anti-submarine warfare (ASW) torpedo in littoral scenarios. It can be deployed by surface ships, fixed or rotary winged aircraft, missiles, and specially equipped unmanned vehicles. The LWT must operate in the challenging acoustic environment encountered in the littoral, be effective in the presence of threat countermeasures, and have MK46 ASW capability in deep-water scenarios.

The contractor shall complete the Technical Data Package, developing/modifying the ceramic, ceramic ring, and element drawings as necessary to provide a product that meets all ANA CIPS requirements. The contractor shall use best engineering practices, as described in the contract SEMP, to complete the development phase of the program.

The element and ceramic ring drawings are located in Attachment 2, (GFI) to allow additional contractor design space at lower level components. With the additional contractor design space, the Contractor is required to meet engineering design milestones culminating in the submittal of an ECP to complete the drawing tree to meet all TDP requirements within the deliveries.

3.2 APPLICABLE DOCUMENTS

To the extent referenced herein, the following documents form a part of this Statement of Work (SOW) and are hereby incorporated by reference. In the event of a conflict between the documents referenced herein and the contents of this SOW, the contents of this SOW shall take precedence. Documents and specifications provided as Government Furnished Information (GFI) are identified in Attachment 2.

3.2.1 DEPARTMENT OF DEFENSE SPECIFICATIONS

3.2.1.1 PROGRAM UNIQUE DOCUMENTS

Program Unique Documents

Title Date and/or Revision

PMS 404 Undersea Weapons System Safety Management Plan (SSMP)

19 February 2016

Configurati…