N00024-18-C-6407-A0002_Conformed.docx

N0002418R6407

Section B - Supplies or Services and Prices

SECTION B NOTES

NOTE A – Calculation and payment of fee shall be as follows:

a) Calculation and payment of Fixed Fee for ITEMS 0001 and 0003 and (if Options are exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703, and 0705 (CPFF) shall be determined in accordance with SECTION B Clause “PAYMENTS OF FEE(S) (LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA)” and Section H Clause “5252.216-9122 LEVEL OF EFFORT - ALTERNATE 1).”

The average level of effort labor rates established for ITEMS 0001 and 0003 and (if Options are exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703, and 0705 are as follows:

NOTE: Table B-1 shall be completed by Offeror with values from Section B.

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

b) Calculation and payment of Fixed Fee (if Options are exercised) for ITEMS 0101, 0102, 0107, 0201, 0202, 0301, 0302, 0401, 0402, 0501, and 0502 shall be in accordance with SECTION B Clause “PAYMENTS OF FEE(S) (COMPLETION) (NAVSEA).”

NOTE: Table B-2 shall be completed by Offeror with values from Section B.

Table B-2. FEE SCHEDULE FOR COMPLETION ITEMS

NOTE B - Subline Items identifying funding appropriation, FY designation, and Program Office customer will be assigned at the time of contract award, Option exercise, and/or allotment of funds.

NOTE C - OTHER DIRECT COSTS (ODCs) - These items are non-fee bearing CLINs, and shall be priced as COST only. Offerors shall propose ODC values in accordance with Government estimates below:

USN/RAN Shared Tasking

Base

Option 1

Option 2

Option 3

Option 4

Option 5

Option 6

Option 7

ODC CLIN

Est $ value

$1,220,115

$257,788

$320,871

$330,488

$353,635

$364,255

$2,082,774

$2,179,630

RAN Unique Tasking

Base

Option 1

Option 2

Option 3

Option 4

Option 5

Option 6

Option 7

ODC CLIN

Est $ value

$156,425

$128,894

$165,946

$170,929

$182,903

$188,387

$194,045

$199,849

The Government will fund ODC items as needed during contract performance, after approval by the COR, on a COST only basis (non-fee-bearing). See FAR 16.302 for a description of this cost-only contract type. The Contractor may invoice for approved subsistence, travel and incidental material costs subject to the Limitation of Costs/Limitation of Funds clauses. Incidental material shall include all hardware, software and other material needed to maintain the Contractor’s development, integration and test facilities to enable the Contractor to perform under the Engineering Services efforts for the duration of the contract.

NOTE D – Offeror shall complete the "Price Group" and "Estimated Total Price" blocks of each data item on the Contract Data Requirements List(s) DD Form 1423, Exhibit(s) A, attached hereto. For instructions on pricing, see DFARS 215.470. Data CLINs are not separately priced and will not be evaluated separately.

NOTE E - The Contractor shall furnish the supplies and services when ordered by the Contracting Officer in accordance with the terms and conditions set forth in the Order.

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

NOTE G - The Government will issue Technical Instructions in accordance with NAVSEA 5252.242-9115 TECHNICAL INSTRUCTIONS included in Section H of this contract. This is a total amount of labor hours, and does not indicate that the Government will necessarily require this amount or any at all. The Government will incrementally fund the CLINs that are Cost Plus Fixed Fee (CPFF) and Cost Only.

NOTE H – CLINs 0005 and 0007 are for Orders.

ESTABLISHMENT OF FEE (Applicable to Item 0005) AND PROFIT (Applicable to Item 0007) ON ORDERS Orders placed under Item 0005 shall be Cost Plus Fixed Fee (CPFF). The Fee percentage applicable to any negotiated order is hereby established to be * .

Orders placed under Item 0007 shall be Firm Fixed Price (FFP). The Profit percentage applicable to any negotiated order is hereby established to be ** .

* To be completed by Offeror, with a maximum value of 7%.

** To be completed by Offeror, with a maximum value of 9%.

NOTE I – For payment purposes only, to pay Performance Incentive Fee (PIF) earned under Item 0008, and if Options are exercised under Items 0101, 0102, 0201, 0202, 0301, 0302, 0401, 0402, 0501 and 0502.

NOTE J - INCREMENTAL FUNDING FOR CPFF COMPLETION CLINS: The Government will provide funds under this contract on an incremental basis, and in accordance with SECTION I Clause “52.232-22 LIMITATION OF FUNDS.” The Government, at its discretion, may allot funds on an incremental basis within each FY segment based on funding availability. A tentative schedule of tasks to be funded at each increment is outlined below:

APPNs = Appropriations RDT&E = Research, Development, Test and Evaluation ACP = Armament Cooperative Program (funding from Royal Australian Navy (RAN))

CLIN 0008 (TCS Re-Architecture)

Increment 2

(FY2020)

Increment 3

(FY2021)

CLINs 0101, 0102 (TI20/APB19)

Increment 1

(FY2020)

Begin the requirements identification for TI20/APB19

PMS425 FY19

RDT&E, ACP

Increment 2

(FY2020)

Increment 3

(FY2021)

Increment 4

(FY2021)

Increment 5

(FY2022)

Increment 6

(FY2022)

CLINs 0201, 0202 (TI20/APB21)

Increment 1

(FY2021)

Begin the requirements identification for TI20/APB21

PMS425 FY20

RDT&E, ACP

Increment 2

(FY2021)

Increment 3

(FY2022)

Increment 4

(FY2022)

Increment 5

(FY2023)

Increment 6

(FY2023)

CLINs 0301, 0302 (TI22/APB21)

Increment 1

(FY2022)

Begin the requirements identification for TI22/APB21

PMS425 FY21

RDT&E, ACP

Increment 2

(FY2022)

Increment 3

(FY2023)

Increment 4

(FY2023)

Increment 5

(FY2024)

Increment 6

(FY2024)

CLINs 0401, 0402 (TI22/APB23)

Increment 1

(FY2023)

Begin the requirements identification for TI22/APB23

PMS425 FY22

RDT&E, ACP

Increment 2

(FY2023)

Increment 3

(FY2024)

Increment 4

(FY2024)

Increment 5

(FY2025)

Increment 6

(FY2025)

CLINs 0501, 0502 (TI24/APB23)

Increment 1

(FY2024)

Begin the requirements identification for TI24/APB23

PMS425 FY23

RDT&E, ACP

Increment 2

(FY2024)

Increment 3

(FY2025)

Increment 4

(FY2025)

Increment 5

(FY2026)

Increment 6

(FY2026)

CLIN Number 0001

TI18/APB19

CPFF

AN/BYG-1 and Tactical Control System (TCS) Design, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Level of Effort (LOE) (See Notes A, B, and G) FOB: Origin (Shipping Point)

PURCHASE REQUEST NUMBER: N0002418NR98157

PSC CD: 1260

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0002

Material, Travel and Subsistence

COST

In support of Item 0001 (See Notes B, C, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0003

Engineering and Technical Services

For TCS, RAN Unique Tasking Level Of Effort (LOE) (See Notes A, B, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0004

Material, Travel and Subsistence

COST

In support of Item 0003 (See Notes B, C, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0005

CPFF

Total Orders NTE $9,000,000 (See Notes E and H) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0006

Contract Data Requirements List (CDRLs)

Not Separately Priced (NSP) IAW Exhibit A for Items 0001-0004, 0008, and (if options are exercised) Items 0101-0705 (See Note D)

FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0007

FFP

Total Orders NTE $9,000,000 (See Notes E and H) FOB: Origin (Shipping Point)

NET AMT

CLIN Number 0008

Re-architecture

TI 20/APB21 Re-architecture for TCS Completion (See Notes A, B, F, and J) FOB: Destination

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0009

COST

For Payment Purposes only In support of Item 0008 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0101

CPFF

Tactical Control System (TCS) Development, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0102

CPFF

USN and RAN Shared Tasking Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0103

CPFF

For TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0104

COST

In support of Item 0103 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0105

CPFF

For TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0106

COST

In support of Item 0105 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0107

COST

For Payment Purposes Only In support of Item 0101 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0108

COST

For Payment Purposes Only In support of Item 0102 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0201

CPFF

Tactical Control System (TCS) Development, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0202

CPFF

USN and RAN Shared Tasking Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0203

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0204

COST

In support of Items 0203 and 0207 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0205

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0206

COST

In support of Item 0205 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0207

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0208

COST

For Payment Purposes Only In support of Item 0201 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0209

COST

For Payment Purposes Only In support of Item 0202 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0301

CPFF

Tactical Control System (TCS) Development, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0302

CPFF

USN and RAN Shared Tasking Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0303

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0304

COST

In support of Items 0303 and 0307 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0305

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0306

COST

In support of Item 0305 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0307

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0308

COST

For Payment Purposes Only in support of Item 0301 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0309

COST

For Payment Purposes Only In support of Item 0302 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0401

CPFF

Tactical Control System (TCS) Development, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0402

CPFF

USN and RAN Shared Tasking Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0403

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0404

COST

In support of Items 0403 and 0407 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0405

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0406

COST

In support of Item 0405 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0407

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0408

COST

For Payment Purposes Only In support of Item 0401 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0409

COST

For Payment Purposes Only In support of Item 0402 (See Note I)

FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0501

CPFF

Tactical Control System (TCS) Development, Integration, Test and Delivery (United States Navy (USN) and Royal Australian Navy (RAN) Shared Tasking) Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0502

CPFF

USN and RAN Shared Tasking Completion (See Notes A, B, F, and J) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0503

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0504

COST

In support of Items 0503 and 0507 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0505

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0506

COST

In support of Item 0505 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0507

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0508

COST

For Payment Purposes Only In support of Item 0501 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0509

COST

For Payment Purposes Only In support of Item 0502 (See Note I) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0601

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0602

COST

In support of Items 0601 and 0605 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0603

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0604

COST

In support of Item 0603 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0605

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0701

CPFF

for TCS, USN and RAN Shared Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0702

COST

In support of Items 0701 and 0705 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0703

CPFF

for TCS, RAN Unique Tasking Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLIN Number 0704

COST

In support of Item 0703 (See Notes B, C, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

CLIN Number 0705

CPFF

Level of Effort (LOE) (See Notes A, B, F, and G) FOB: Origin (Shipping Point)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0003 DETERMINATION OF FEE (NAVSEA) (APR 2015)

(a) Minimum Fee

The base fee, as set forth in Section B of this contract, shall constitute a minimum fee to be paid for the performance of this contract. The Base Fee shall be paid in accordance with the clause of this contract entitled "FIXED FEE" (FAR 52.2168).

(b) Performance Incentive Fee

In addition to the minimum (or base fee) to be paid hereunder, if any, the Contractor may earn a Performance Incentive Fee as determined by the Fee Determining Official (FDO). The Government's purpose in granting a Performance Incentive Fee is to encourage and reward superior Contracting effort directed toward performance of this contract. The specifics for evaluation are set forth in Attachment 4 – Performance Incentive Fee Plan.

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-2-0013 PAYMENT FOR ENGINEERING SERVICES AND SUPPORT – ALTERNATE I (NAVSEA) (JAN 2008) ITEMS 0001 and 0003 and (if Options are exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703, and 0705.

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

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

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

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

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

(Applicable to ITEMS 0008, 0101, 0102, 0201, 0202, 0301, 0302, 0401, 0402, 0501 and 0502)

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

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

(c) In the event of discontinuance of the work under this contract, or any specified phase of the contract, in accordance with the clause of this contract entitled "LIMITATION OF FUNDS" (FAR 52.232-22) or "LIMITATION OF COST" (FAR 52.232-20), as applicable, the fee shall be equitably adjusted by mutual agreement to reflect the diminution of work. If the adjusted fee is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government. If the adjusted fee exceeds all payments made to the Contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

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

HQ B-2-0015 PAYMENT OF FEES(S) (LEVEL OF EFFORT – ALTERNATE I) (NAVSEA) (MAY 2010) (Applicable to ITEMS 0001 and 0003and (if options exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703 and 0705.

(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.

Section C - Descriptions and Specifications

ITEMS 0008, and (if options are exercised) 0101, 0102, 0201, 0202, 0301, 0302, 0401, 0402, 0501, and 0502– The Contractor shall design, develop, test, integrate and deliver the Tactical Control System (TCS) portion of the AN/BYG-1 Submarine Combat Control System (SCCS) in accordance with Attachment 1 – Statement of Work (SOW).

ITEMS 0001 and 0003 and (if options are exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703 and 0705 - The Contractor shall deliver Engineering Services in accordance with NAVSEA Clause “ENGINEERING SERVICES” (NAVSEA)(APR 2004) and Attachment 1 – Statement of Work (SOW).

ITEMS 0002 and 0004 and (if options are exercised) ITEMS 0104, 0106, 0204, 0206, 0304, 0306, 0404, 0406, 0504, 0506, 0602, 0604, 0702, and 0704 – The Contractor shall deliver support for Engineering Services in accordance with NAVSEA Clause “SUPPORT FOR ENGINEERING SERVICES” and Attachment 1 – Statement of Work (SOW).

ITEM 0006 – Data for Items 0001, 0003 and 0008 and (if option(s) are exercised) ITEMS 0101, 0102, 0103, 0105, 0201, 0202, 0203, 0205, 0207, 0301, 0302, 0303, 0305, 0307, 0401, 0402, 0403, 0405, 0407, 0501, 0502, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703, and 0705 – The Contractor shall deliver data in accordance with NAVSEA Clause “DATA REQUIREMENTS”.

ITEMs 0005 and 0007 – ORDERS - The Contractor shall furnish supplies in accordance with the detailed specifications or requirements set forth in Orders issued by the Contracting Officer and in accordance with Section H Clauses 5252.216-9110 “ORDERS (FIXED PRICE)” and 5252.216-9112 “ORDERS (COST-PLUS-FIXED-FEE).” The Government reserves the right to order supplies which meet its requirement by means other than this contract vehicle.

SECURITY INFORMATION:

The contractor shall maintain a SECRET facility security clearance and maintain a level of safeguarding for classified information/material at the SECRET level.

The Contractor will require Communications Security (COMSEC) Information and a COMSEC account to accommodate the use of secure communications. The contractor shall be required to have a COMSEC for access to Secure Internet Protocol Router Network (SIPRNet) and the Wide Area Integration Facility (WAIF) equipment. The contractor will require SIPRNet to ensure secure communication with the Program Office.

The contractor will require access to non-Sensitive Compartmented Information (SCI) intelligence information. This contract relates to the development and integration of submarine stealth technology to counter the threat of potential adversaries.

Secure Internet Protocol Router Network

The U.S. has engaged in a cooperative arms agreement with Australia to jointly build, test, and deploy the AN/BYG-1 Tactical and Weapons Control System. The contractor will require access to foreign government information; specifically, from Australia, in order to complete this effort.

This contract requires work with SSN 774 and SSN 21 Classes submarines stealth performance data that falls under the protection of Alternative Compensatory Control Measures (ACCMs). In addition to possessing SECRET security clearance, personnel accessing classified information in the performance of this contract need also possess ACCM. Some data and associated information which may be provided by the Government as part of this contract shall be subject to need-to-know validation and approval by designated Naval Sea Systems Command classification authorities. Supplemental air-gapped segregation requirements shall be enforced for electronic (computer) data and networks. Hard copy (paper) data shall be subject to approved physical storage segregation. Such access and approvals shall be provided as appropriate upon contract award and codified by modification of Form DD254. In addition to possessing SECRET security clearance, personnel accessing classified information in the performance of this contract shall also possess ACCM. This contract requires the exchange of classified data and specifications between the Government and the various programs as part of the routine performance of this contract. The performance of this contract requires the contractor to maintain dedicated processing and lab facilities for evaluation of ACCM and Secret level information.

The contractor shall be required to have access to Controlled Unclassified Information (CUI) with and share it with other contracted developers and integrators and Government activities.

The AN/BYG-1 Tactical Control System contains classified components. Techniques to modernize this equipment, testing of this equipment and overall system performance could be classified and the subject to email and written reports. In this capacity, the contractor shall generate and be in receipt of classified material.

The contractor shall load classified software on AN/BYG-1 lab hardware components in support of this contract and then store this hardware until completion of all requirements.

Classified work in Australia is required as a function of this contract, the contractor shall liaison with partners, test and build required systems per the performance agreement.

In order to use the current contract specifications and applicable documentation, the contractor is required to use the Defense Technical Information Center (DTIC).

HQ-C-1-0001 DATA REQUIREMENTS (NAVSEA) (SEP 1992)

Item 0006 - The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s) Exhibit A, attached hereto.

ENGINEERING SERVICES (NAVSEA) (APR 2004)

ITEM(S) 0001and 0003 and (if Options are exercised) ITEMS 0103, 0105, 0203, 0205, 0207, 0303, 0305, 0307, 0403, 0405, 0407, 0503, 0505, 0507, 0601, 0603, 0605, 0701, 0703, and 0705)

(a) Upon receipt of Technical Instructions (TI) issued in accordance with the Special Contract Requirement entitled "Technical Instructions", the Contractor shall provide engineering and technical services to support the requirements defined in SECTION J - Attachment 1, Statement of Work, and the System Performance Specification for the AN/BYG-1 Tactical Control System (TCS) TI-18 /APB-17 Final (PMS4253-TCSPS-001) dated 4 October 2017.

Note: The current TCS System Performance Specification can be found in the E-TIC library for proposal purposes. The final Performance Specification will be delivered under separate cover at contract award.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(Applicable to ITEMS 0002 and 0004 and (if options are exercised) ITEMS 0104, 0106, 0204, 0206, 0304, 0306, 0404, 0406, 0504, 0506, 0602, 0604, 0702, and 0704)

(a) The Contractor shall be reimbursed for its reasonable actual subsistence and transportation costs incurred in the performance of the related engineering services item(s) in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

(b) Overtime shall be performed as required by the using activity and to the extent authorized by the applicable NAVSEA/DRPM/PEO code identified in Section C under Engineering Services.

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