N0002419R6316-0001_Conformed.pdf

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until 02:00 PM local time 31 May 2019

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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 1 108

(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 1 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)

PATRICK S DOOLEY 202-781-2332

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 14

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

15 - 34

35 - 36

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

37 - 40

41 - 43 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 44 - 48 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 49 - 52 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 - REPRESENTATIO NS AND INSTRUCTIO NS

PART III - LIST O F DO CUMENTS, EXHIBITS AND O THER ATTACHMENTS

53 - 90

PART II - CO NTRACT 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

30 Apr 2019

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002419R6316

Section B - Supplies or Services and Prices

FUNCTIONAL AREA ELIGIBILITY

Qualified in the following functional area(s):

Functional Areas Qualified (yes/no)

Payloads (Section C.4.1) *

Non-Payload Sensors (Section C.4.2) *

Mission Support Systems (C.4.3) *

Autonomy and Vehicle Control Systems (C.4.4) *

Ashore and Host Platform Elements (C.4.5) *

Logistics and Sustainment (C.4.6) *

* To be inserted at award by the Contracting Officer in accordance with Section M and this note will be removed.

CONTRACT CEILING

CONTRACT MAXIMUM VALUE

The sum of the CLIN value(s) for all orders issued against the CLIN(s) on this contract shall not exceed the maximum amount stated in the following table.

MAXIMUM AMOUNT

Total Contract Ceiling

(if all options are exercised) $982,100,000

CONTRACT MINIMUM

The minimum guarantee amount of $1,000 is satisfied at award under this contract as a $1,000 firm fixed price

(FFP) order for one representative to attend a single day post award conference on or near the Washington Navy

Yard, District of Columbia.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

Each

CLINs 1000-1499

FFP

Firm Fixed Price (FFP)

FOB: Origin (Shipping Point)

PSC CD: AC35

NET AMT

OPTION CLINs 1500-1599

FFP

Firm Fixed Price (FFP)

CLINs 2000-2499

FPI

Fixed Price Incentive Firm Target (FPIF)

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

OPTION CLINs 2500-2599

FPI

Fixed Price Incentive Firm Target (FPIF)

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

CLINs 3000-3499

CPIF

Cost Plus Incentive Fee (CPIF) Completion

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

OPTION CLINs 3500-3599

CPIF

Cost Plus Incentive Fee (CPIF) Completion

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

CLINs 4000-4499

CPFF

Cost Plus Fixed Fee (CPFF) Completion

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

OPTION CLINs 4500-4599

Cost Plus Fixed Fee (CPFF) Completion

Hours

CLINs 5000-5499

Cost Plus Fixed Fee (CPFF) Level of Effort (LOE)

Hours

OPTION CLINs 5500-5599

Cost Plus Fixed Fee (CPFF) Level of Effort (LOE)

Lot

CLINs 6000-6499

COST

Cost Only

Lot

OPTION CLINs 6500-6599

Cost Only

CLINs 7000-7499 (NSP - Data)

Not Separately Priced (NSP)

Data (Contract Data Requirements List (CDRL)), To be delivered in accordance with DD Form 1423-1

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: Destination

OPTION CLINs 7500-7599 (NSP - Data)

Not Separately Priced (NSP)

Data (Contract Data Requirements List (CDRL)), To be delivered in accordance with DD Form 1423-1

CLINs 8000-8499 (Technical Data Rights)

FFP

Firm Fixed Price (FFP)

PSC

NOTE: Above mentioned PSC is notional. The appropriate PSC will be inserted in each of the DO/TOs.

CLAUSES INCORPORATED BY FULL TEXT

B-216-H006 FEE TABLE (NAVSEA) (MAR 2019)

Labor CLIN Labor Hours Cost Per

Hour*

Fee Rate Per

Hour*

Loaded

Hourly Rate

*The offeror shall divide the proposed fee for each CLIN by the quantity of labor hours indicated to complete the table. Fee is calculated based on cost less FCCOM; if FCCOM is proposed, necessary columns may be added.

In the event of any inconsistency between the above table and the CLIN pricing, the CLIN pricing shall take precedence.

(End of text)

**To be determined in each DO/TO, as applicable.

Applicable CLINs: 5000, 5500

B-231-H001 TRAVEL COSTS (NAVSEA) (OCT 2018)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its actual travel costs in accordance with FAR 31.205-46. The travel costs to be reimbursed shall be those costs for which the Contractor has maintained appropriate documentation and which have been determined to be allowable, allocable, and reasonable by the

Procuring Contracting Officer, Administrative Contracting Officer, or their duly authorized representative.

(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, Procuring 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.

Applicable CLINs: 6000, 6500

B-232-H003 PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (OCT 2018)

(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.

(b) The Government shall make payments to the Contractor, subject to and per 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 ** percent

(**) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled "Allowable Cost And Payment" (FAR 52.216-7), subject to the withholding terms and conditions of the

"Fixed Fee" or "Incentive Fee" clause, as applicable (percentage of fee payable is based on fee dollars divided by estimated cost dollars including facilities capital cost of money). Fee shall not be applied on Facilities Capital Cost of

Money per FAR 15.404-4(c)(3) and DFARS 215-404-71-4. 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, per 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) per paragraph (c) above, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

Applicable CLINs: 4000, 4500

B-232-H005 PAYMENTS OF FEE(S) (LEVEL OF EFFORT)--ALTERNATE I (NAVSEA) (OCT 2018)

(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.

(b) The Government shall make payments to the Contractor, subject to and per 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. Fee paid per hour shall be based on total fee dollars divided by total hours to be provided. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

Applicable CLINs: 5000, 5500

B-232-H006 LIMITATION OF COST OR LIMITATION OF FUNDS CLARIFICATION (NAVSEA) (OCT 2018)

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.

Applicable CLINs: 3000, 3500, 4000, 4500, 5000, 5500, 6000, 6500

NOTE

NOTE: Additional text and/ or clauses will be inserted in the DO/TO’s as appropriate.

Section C - Descriptions and Specifications

STATEMENT OF WORK

C.1. PURPOSE

The U.S. Navy must maintain and modernize to meet current and future operational requirements. To that end, the Government intends to utilize this contract to support the current Unmanned Surface Vehicle (USV) systems and subsystems as well as future USV systems and subsystems for Program Executive Office

Unmanned and Small Combatants (PEO USC), Program Management NAVSEA 406 (PMS 406).

C.2. SCOPE

In response to delivery/task orders (DO/TO) issued under this contract by the Naval Sea Systems Command

(NAVSEA) and Naval Surface Warfare Center - Carderock Division (NSWC CD), the Contractor shall provide products and/or services that are within six (6) USV Family of Systems (FoS) Functional Areas. Products and/or services may be performed under this contract for existing or new product areas, programs, or missions, which are assigned to these activities during the life of the contract. The period of performance will be identified in each

DO/TO. Work will be accomplished within the continental United States (CONUS) and at outside continental

United States (OCONUS) locations as specified on the DO/TOs.

Items to be provided under this contract are categorized into the following Functional Areas:

1. Payloads (C.4.1)

2. Non-Payload Sensors (C.4.2)

3. Mission Support Systems (C.4.3)

4. Autonomy and Vehicle Control Systems (C.4.4)

5. Ashore and Host Platform Elements (C.4.5)

6. Logistics and Sustainment (C.4.6)

C.3. APPLICABLE DOCUMENTS

Applicable military specifications and standards that are listed in the issue of the Department of Defense Index of

Specifications and Standards (DODISS), and current on the date of contract award, plus applicable industry standards, or any other program documents may be specified within the individual DO/TO solicitations and awards that will be issued for performing specific tasks or delivering products under this Indefinite Delivery Indefinite Quantity (IDIQ)

Multiple Award Contract (MAC). The Contractor, under the direction of NAVSEA or NSWC CD, shall furnish the labor, material, equipment, support and facilities necessary for the accomplishment of the work and material identified in each DO/TO unless otherwise specified. Applicable Quality Control and Classification may be required at the DO/TO level.

C.4. REQUIREMENTS

The Contractor shall provide qualified personnel, materials, facilities, equipment, test instrumentation, data collection and analysis, hardware and software, travel, and other products and/or services that will support the Navy in the execution of their overall organizational functions and the specific missions of the individual activities and ordering offices. Functional Areas to be supported under this contract are described in the sections below.

C.4.1 Payloads: Payloads include components which are carried by the USV exclusive of what is necessary for basic operation, transit, and navigation. Payloads interface with the USV, augmenting the USV to complete a mission. Payloads may be lethal or non-lethal. Payloads may include towed sonars, data recorders, payload controllers, and signal processors. Payload sensors may include optical, acoustic, infrared, radar, radio, underwater electromagnetic, deployed systems, towed systems, and homing & docking interfaces. Towed sonars have an actively controlled towed body with automatic depth or altitude control based on the intended mission and are designed for the detection, classification, and localization of bottom, close tethered and volume mines in a single pass. Acoustic sensors include side looking sonars with Synthetic Aperture

Sonar (SAS) capability, volume search sonar, and an optical identification unit. The optical sensor is designed for the identification of bottom mines. This functional area may include cross-domain payloads also applicable to unmanned air vehicles or unmanned underwater vehicles. DO/TOs within this Functional

Area are expected to include Payloads research, development, technical studies, cybersecurity, design and prototyping, delivery of build-to-print Technical Data Packages (TDPs) suitable for follow-on competition, production, modification, integration, and test.

C.4.2 Non-Payload Sensors: Non-payload sensors are sensors which are organic to the USV and required for basic operation of the USV. Non-Payload sensors may include forward look sonar, transducers, hydrophones, Automatic Identification System (AIS), imaging, radar, transponders, Conductivity, Temperature, & Depth

(CTD), sub-bottom profiler, Doppler velocity log, Global Positioning System (GPS), and altimeters. Non-

Payload sensors may include cross-domain sensors also applicable to unmanned air vehicles or unmanned underwater vehicles. DO/TOs within this Functional Area are expected to include Non-Payload Sensor research, development, technical studies, cybersecurity, design and prototyping, delivery of build-to-print

TDPs suitable for follow-on competition, production, modification, integration, and test.

C.4.3 Mission Support Systems: Mission Support Systems provide for physical, electrical, and/or data interfaces to

Payload Systems. Mission Support includes payload launch and recovery systems to facilitate payload operation and/or mission conduct. Mission Support Systems will include, but not be limited to, the Mine

Countermeasures Unmanned Surface Vehicle (MCM USV) Minesweeping Payload Delivery System (PDS), Minehunting PDS, and Mine Neutralization PDS. DO/TOs within this Functional Area are expected to include Mission Support Systems research, development, technical studies, cybersecurity, design and prototyping, delivery of build-to-print TDPs suitable for follow-on competition, production, modification, system integration of payloads, USV integration, and test.

C.4.4 Autonomy and Vehicle Control Systems: Autonomy systems enable the USV to independently develop and select among different courses of action to achieve goals based on the USV’s knowledge and understanding of the situation. Vehicle Control Systems are the systems which enable the USV to monitor and conduct the mission. Autonomy and Vehicle Control Systems may include cross-domain solutions also applicable to unmanned air vehicles or unmanned underwater vehicles. Autonomy and Vehicle Control Systems may include navigation, control surfaces and actuators, vehicle controllers, data recorders & storage, cryptography, command and control, communications, and autonomy controllers. Navigation may include compass, inertial navigation, nontraditional navigation, software and firmware used in the USV, and/or software and firmware used as part of a system that supports or interfaces with the USV. DO/TOs within this

Functional Area are expected to include Autonomy and Vehicle Control System research, development, technical studies, cybersecurity, design and prototyping, delivery of build-to-print TDPs suitable for follow-on competition, production, modification, integration, and test.

C.4.5 Ashore and Host Platform Elements: Ashore and host platform elements are the systems and subsystems which enable a USV to interface, launch, and recover from an ashore and/or host platform. Ashore and host platform elements may include launch and recovery hardware, data interface systems, hardware interface systems, electrical interface systems, local command and control, energy system charging/refueling equipment, onboard storage equipment, maintenance equipment, and tendering for a USV. Ashore and host platform elements include USV communications: ashore/host-to-USV, USV-to-USV, and USV-to-payload components. Communication elements are the system and subsystems which enable a USV to communicate with the host platform elements or payload elements. Elements may include radios, cross-domain solutions, enclosures, power supplies and associated software/firmware required for communications. Ashore and Host

Platform Elements may include cross-domain solutions also applicable to unmanned air vehicles or unmanned underwater vehicles. DO/TOs within this Functional Area are expected to include Ashore and

Host Platform Element research, development, technical studies, cybersecurity, design and prototyping, delivery of build-to-print TDPs suitable for follow-on competition, production, modification, integration and test.

C.4.6 Logistics and Sustainment: Logistics and Sustainment Activities consist of providing services that are required for optimal performance of the USVs, payloads, PDS, and related components throughout the program lifecycle. Logistics and Sustainment activities may include life cycle sustainment, supply support, depot-level support, repair and refurbishment, alteration installation, logistics and sustainment analyses, maintenance planning, management, and services, packaging, handling, storage, and transportation

(PHS&T), training and training support, obsolescence management, Diminishing Manufacturing Sources and Material Shortages (DMSMS) support, inventory and sparing management, documenting technical data/red-lines for data/documents/drawings updates, part and system identification, labeling, and marking, developing test plans, performance testing, system operational testing, test instrument installation and removal, user familiarization, configuration audits, material delivery/validation, navigating watercraft, providing support to operational fleet assets, facilities and infrastructure support, sparing, and disposition of materials. Logistics and Sustainment activities may include cross-domain solutions also applicable to unmanned air vehicles or unmanned underwater vehicles. DO/TOs within this Functional Area are expected to include Logistics and Sustainment research, technical studies, and support services.

C.5. DATA

The Contractor shall submit Contract Data Requirements List (CDRLs) as directed in the individual DO/TOs. Data shall be prepared and delivered in accordance with the CDRL, DD Form 1423. The data requirements and DD Form

1423 will be identified at the DO/TO level.

C.6 SECURITY REQUIREMENTS

All contractor personnel associated with this contract must be United States citizens and shall have and maintain a

SECRET security clearance at time of contract award through the duration of this contract. Contractor personnel shall comply with all current badging and security procedures required to gain access to any Government site

(e.g.dBIDS).

Facility Security Clearance Required: The contractor is required to maintain a level of safeguarding for classified information/material at the SECRET level.

The Contractor requires COMSEC to accommodate the use of secure communications for troubleshooting, technical assistance, and will need access to COMSEC to receive documents through SIPRNET only when necessary and under the cognizance of a Government official on the ship or Government facility they are supporting.

In performing this work and at this particular classification level, the contractor shall require access to restricted data.

Receive and store classified documents only: The contractor shall only receive classified documents for reference purposes. There shall be no generation or derivative classification of classified material at the contractor facility.

Receive, Store, and Generate Classified Information: The contractor shall assist in modernizing systems that are classified. 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.

Operations Security Requirements: The contractor is required to protect critical information associated with this contract to prevent unauthorized disclosure and shall observe OPSEC requirements.

Controlled Unclassified Information (CUI) (Formerly for Official Use Only Information): The Contractor will be required to have access to CUI with developers and integrators in accordance with DoD M-5200.01

Volume 4, DoD Information Security Program: Controlled Unclassified Information (CUI).

Additional security requirements and DD Form 254 could possibly be required at the DO/TO level. Work at the

DO/TO level may involve access to, handling of, and generation of classified material. The Contractor shall (1) be responsible for all security aspects of the work performed under this contract, (2) assure compliance with all

Department of Defense and U.S. Navy specific regulations regarding security, and (3) assure compliance with any written instructions from the Security Officers of the activity issuing orders under this contract.

Sponsorship for facility or personnel clearances will not be processed at the MAC (contract) level.

C.7 MERGERS, ACQUISITIONS, NOVATIONS, AND CHANGE-OF-NAME AGREEMENTS

If a Contractor merges, is acquired, or recognizes a successor in interest to Government contracts when Contractor assets are transferred, or, recognizes a change in a Contractor’s name, or executes novation agreements and change-of-name agreements by a Contracting Officer other than the USV FoS Procuring Contracting Officer (PCO) the

Contractor must notify the USV FoS PCO and provide a copy of the novation or any other agreement that changes the status of the Contractor, including the new DUNS/CAGE code numbers, within thirty (30) days. The

Contractor may not submit DO/TO proposals under the new company name until a contract modification has made the change effective.

The Contractor, either through its parent, affiliates, subsidiaries, business units, etc. is permitted to hold one USV

FoS MAC in total. The IDIQ-MAC is not a tangible item and may not be sold. If two or more IDIQ-MACs are acquired by a single USV FoS awardee either via a merger or acquisition, the successor in interest will recognize only one existing USV FoS MAC, all DO/TO from the acquired IDIQ-MAC shall be novated to the successor in interest, and the additional IDIQ-MAC shall be terminated for convenience at no cost to the Government.

If a Contractor has legally changed its business name, “doing business as” name, or division name (whichever is shown on the contract), or has transferred the assets used in performing the contract, but has not completed the necessary requirements regarding novation and change-of-name agreements in FAR Subpart 42.12, the Contractor shall provide the USV FoS PCO written notification of its intention to (a) change the name in the SAM database;

(b) comply with the requirements of Subpart 42.12, and (c) agree in writing to the timeline and procedures specified by the responsible PCO. The Contractor must provide the Government with the notification sufficient documentation to support the legally changed name. The Contractor may not submit DO/TO proposals under the new “doing business as” company name until a contract modification has made the change effective.

Any change to the status of the USV FoS awardee does not alleviate the contractual responsibilities including but not limited to:

C.7.1. Complete documentation of previous DO/TO for purposes of audit;

C.7.2. Assumption of all unresolved expired DO/TO that were not closed out;

C.7.3. Acceptance of the previously negotiated contract pricing;

Request for novation modifications will not be processed within one hundred twenty (120) days of option exercise dates.

C.8 GOVERNMENT FURNISHED PROPERTY

Any Government furnished information, material, and equipment will be specified in the individual DO/TO. All

Government Furnished Property (GFP) or Government Furnished Information (GFI) is the property of the U.S.

Government and shall not be transferred to any individual or agency, public or private, without the express written approval of the DO/TO Contracting Officer.

C.9 DELIVERY/TASK ORDER PROCESS

C.9.1. - General

One or more DO/TOs may be issued during the performance period of this contract. The Government may solicit multiple functional areas in a single DO/TO. All DO/TOs are intended to be competitively solicited by email to the offerors who have qualified in the functional area(s) listed in the Contract under Section B. No sole source orders are anticipated from this contract. The Contractor agrees to accept and perform orders issued by the DO/TO

Contracting Officer within the scope of this agreement. It is understood and agreed that the Government has no obligation to issue any orders except the minimum order. The minimum obligation under this contract is a $1,000 firm fixed price (FFP) order and shall be placed at time of award of the IDIQ-MAC for one representative to attend a post award conference on or near the Washington Navy Yard, District of Columbia. In the event of any inconsistency between any DO/TO and the contract, the contract shall control. A contractor awarded a Contract under this solicitation shall be referred to as an “IDIQ-MAC holder.” In accordance with the Federal Acquisition

Streamlining Act (FASA) and FAR 16.505(b), the DO/TO Contracting Officer will give all IDIQ-MAC holder a

"fair opportunity" to be considered for each order per FAR 16.505(b)(1)(i) that they are qualified for in the Contract under Section B.

C.9.2. - Competitive Ordering Process

1. Pre solicitation and solicitation: The Government may solicit multiple functional areas in a single DO/TO. All active IDIQ-MAC holders that are able to propose to the functional area(s) on the DO/TO will receive notification via email. The Offeror does not need to be eligible to compete in all functional areas for the DO/TO to be considered for award. Proposals received from IDIQ-MAC holders not eligible to participate in any of the functional area(s) identified in the DO/TO RFP will not be considered. DO/TO’s may be awarded to multiple awardees under one

DO/TO solicitation. All DO/TOs will incorporate all terms of the IDIQ-MAC contract unless otherwise specified in the DO/TO. In addition, the DO/TO will include:

a. All necessary information required for soliciting work for a DO/TO will be given in Sections B through J of the

DO/TO (Line Items, statement of work or objectives, packaging and marking information, data rights, inspection and acceptance of the services, period of performance, security, Government property/information to be provided and other relevant information). Technical documents necessary for proposal preparation and completion of work will be provided with the solicitation or will be made available with instructions for receipt included in the solicitation email. For example, technical documents may include the scope of work, specifications and drawings

b. The methods and time for the IDIQ-MAC holders to respond expressing interest and providing appropriate information.

c. Specific instructions for the means of responding to the DO/TO request, including but not limited to, oral interviews, written responses summarizing technical and price approaches, submission of proposals, the selection criteria factors, the factors’ order of importance, and other information deemed appropriate.

2. Fair Opportunity

a. All DO/TOs in excess of FAR 16.505(b)(1)(i) to be awarded under this IDIQ-MAC will be competed per FAR

16.505(b)(1), Fair Opportunity, and DFARS 216.505-70, Ordering Under IDIQ-MACs, unless one of the exceptions to fair opportunity at FAR 16.505(b)(2)(i) applies. Per FAR 16.505(b)(1) and DFARS 216.505-70, Orders will be tailored to specific project requirements and awarded per the evaluation criteria established in the DO/TO solicitation. Exceptions to fair opportunity will be processed per FAR 16.505(b)(2)(ii).

b. Restricted Competition: During the Fair Opportunity Process, the Government may elect to conduct a restricted or an unrestricted competition. The Government may elect to restrict competition for Orders, either totally or in part, to Small Businesses or other available Small Business Administration (SBA) small business designations (i.e., 8(a), HubZone, Service Disabled Veteran Owned Small Business (SDVOSB), Economically Disadvantaged Women-

Owned Small Business (EDWOSB). The DO/TO solicitation will notify Offerors if it will be solicited on a restricted or an unrestricted basis. If solicited on a restricted basis:

i. For services, at least 50 percent of the cost of contract performance incurred for personnel shall be expended for employees of the prime or other business with the same SBA small business designation.

ii. For supplies (other than acquisition from a non-manufacturer of the supplies), the prime or other business with the same SBA small business designation shall perform work for at least 50 percent of the cost of manufacturing the supplies, not including the cost of materials.

3. Responses: IDIQ MAC holders will be provided an adequate time to prepare and submit responses based on the estimated dollar value and complexity of the proposed DO/TO. The due date shall be set forth in each DO/TO solicitation. Responses will be streamlined and succinct to the extent practical based on the dollar value and complexity of the work. All proposals, including those offered by the Prime Contractor and their subcontracts, shall be submitted exclusively through email. Responses will not be a proposal as defined in FAR 15, but only sufficient information to be considered in accordance with FAR 16.505(b)(1)(ii).

4. Evaluation/Award: The ordering activity issuing the solicitation will evaluate responses against selection criteria contained in the proposed DO/TO. Order selection criteria will be included in individual DO/TO solicitation(s). The ranking and relative importance of factors will also be identified in a DO/TO solicitation. Upon completion of evaluations, the DO/TO Contracting Officer will issue DO/TO to the awardee (or awardees) under the selection criteria contained in the DO/TO solicitation. The DO/TO contracting Officer will notify the IDIQ-MAC holders of the selection decision.

C.9.3. - Delivery Orders/ Task Orders

Each individual DO/TO may be cost reimbursable, fixed price (FP), or any combination of the two. All DO/TO solicitations shall be issued via email.

C.9.4. - Unauthorized Work

The Contractor is not authorized to commence performance prior to issuance of a DO/TO signed by the DO/TO

Contracting Officer.

C.9.5. - Task Funding Restrictions

DO/TOs shall either be funded at the time of award or awarded under the authority provided within Section I Clause

52.232-18, entitled, “Availability of Funds”.

C.9.6. - Ombudsman Description

The Ombudsman will be identified in Section G of the DO/TOs. The Government reserves the unilateral right to change Ombudsman at any time. The Contractor will be notified of any such changes.

The DO/TO Ombudsman is available to the Contractor to assist in the resolution of complaints arising under the issuance of any DO/TO under this contract. Utilization of the Ombudsman process is optional. In the case of DO/TO value in excess of $25 million the Contractor may file a protest with the Government Accountability Office (GAO).

Any contact with the Ombudsman does not extend any of the timelines for filing a protest with the GAO. In accordance with FAR 16.505(a)(10)(i)(B)(2), no protest under FAR Subpart 33.104 is authorized in connection with the issuance or proposed issuance of an order valued at $25 million or less under this contract, including DO/TO

Contracting Officer decisions regarding fair opportunity, except for a protest on the grounds that a DO/TO increases the scope, or maximum value of this contract.

If a Contractor elects to utilize the Order Ombudsman process, the Contractor is instructed to first contact the local activity Contract Specialist and Contracting Officer for issue resolution. If the issue is not able to be resolved, the issue shall then be elevated to the cognizant Ombudsman

C.9.7. - Ordering Authority

The following activities are authorized to issue orders hereunder. The Contracting Officer may add other ordering activities as needed throughout the performance of this contract.

Ordering Activities Mailing Address DODAAC

NAVSEA Commander N00024

Naval Sea Systems Command

1333 Isaac Hull Ave, SE

Washington Navy Yard, DC 20376‐4030

NSWC CD Commander N00167

Naval Surface Warfare Center Carderock Division

9500 MacArthur Blvd

Bethesda, MD 20817

C.10 TEAMING AND SUBCONTRACTING

C.10.1. - Definitions

“Prime” Contractor means that the Contractor has privity-of-contract with the Government for all contractual obligations under a mutually binding legal relationship with the Government. In other words, when the Government awards a contract to a Contractor, the Contractor is considered the “Prime” contractor.

“Team member” is a term applied only at the IDIQ-MAC level. Team members are established for use in DO/TO electronic proposal submissions. Team members are not legally binding, their inclusion at the IDIQ-MAC level is to set up electronic relationships for use as potential subcontractors in DO/TO performance. Team members do not have to have a subcontract agreement with the Prime at time of team member requests.

The term “Subcontractor” is when a Prime Contractor awards a contract to another Contractor. The term is applied at the DO/TO.

Team members and subsequent subcontractors do not have to hold an IDIQ-MAC to perform tasking under USV

FoS orders. They must, however, hold active registrations in SAM.

C.10.2. - Subcontracting Plan

For Large Business Offerors - Offeror shall submit as part of its proposal a written proposed subcontracting plan in accordance with the clause entitled "SMALL BUSINESS SUBCONTRACTING PLAN" (FAR 52.219-

9)(DEVIATION 2018-O0018).

C.11. AFFILIATES RULE

C.11.1 - Definitions

“Affiliates” are business concerns that are affiliates of each other if, directly or indirectly, either one controls or has the power to control the other, or another concern controls or has the power to control both.

“Division” is a separate business unit of a company representing a specific business function.

“Subsidiary” means an entity in which more than 50 percent of the entity is owned directly by a parent corporation;

or through another subsidiary of a parent corporation.

C.11.2. - One Prime Contract per Company

“Company” includes affiliates and business units as defined in FAR 2.101. The term “Company” also includes Joint

Ventures. This rule does not prevent the affiliated (including Joint Venture) company from being able to participate in USV FoS IDIQ-MAC even if one of the companies has their own IDIQ-MAC. Any proposal submitted in response to an order solicitation would need to be submitted via email through the Prime contract holder and the proposal should clearly identify the affiliate as the Prime. Contractors are cautioned that the Prime IDIQ-MAC is the authorized and binding authority in any DO/TO award. All payment information and Contractor Performance

Assessment Reporting System (CPARS) ratings will flow through the Prime IDIQ-MAC holders and although the affiliate may hold a different size status/representation, the size and representations of the Prime IDIQ-MAC is what governs.

C.12. ROLLING ADMISSION

The Government reserves the right to solicit additional IDIQ-MAC holders. The purpose of this RFP is to receive proposals for award of the USV FoS IDIQ-MAC. The period of performance of the base period shall be approximately five (5) years from date of contract award (with the potential of a five (5) year ordering period option). The Government will assess the quality of performance by each IDIQ-MAC holder, the number, value and complexity of work assigned to each holder and amount of competition achieved and whether revisions are needed to the scope of the Statement of Work. Based on these criteria and if it is in the best interest of the Government, the

PCO may solicit for additional IDIQ-MAC holders to this contract.

C.13 CONTRACTOR SIZE STATUS

Size status of the IDIQ-MACs shall reflect either Small Business or other than Small Business (Large Business) under NAICS 334511. Contractors would be required to recertify at the five (5) year Option renewal, if exercised.

Representations of WOSB, SDVOSB, 8(a) and HUBZone shall be monitored for award eligibility in set-asides at the DO/TO level. Business concerns within the Joint Ventures would be considered an affiliate in accordance with the Affiliates rule.

NOTE: Statement of Work, additional text and/ or clauses will be inserted in the DO/TO’s as appropriate.

C-202-H001 ADDITIONAL DEFINITIONS–BASIC (NAVSEA) (OCT 2018)

(a) Department - means the Department of the Navy.

(b) Commander, Naval Sea Systems Command - means the Commander of the Naval Sea Systems Command of the

Department of the Navy or his duly appointed successor.

(c) References to The Federal Acquisition Regulation (FAR) - All references to the FAR in this contract shall be deemed to also reference the appropriate sections of the Defense FAR Supplement (DFARS), unless clearly indicated otherwise.

(d) National Stock Numbers - Whenever the term Federal Item Identification Number and its acronym FIIN or the term Federal Stock Number and its acronym FSN appear in the contract, order or their cited specifications and standards, the terms and acronyms shall be interpreted as National Item Identification Number (NIIN) and National

Stock Number (NSN) respectively which shall be defined as follows:

(1) National Item Identification Number (NIIN). The number assigned to each approved Item

Identification under the Federal Cataloging Program. It consists of nine numeric characters, the first two of which are the National Codification Bureau (NCB) Code. The remaining positions consist of a seven digit non-significant number.

(2) National Stock Number (NSN). The National Stock Number (NSN) for an item of supply consists of the applicable four-position Federal Supply Class (FSC) plus the applicable nine-position NIIN assigned to the item of supply.

C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA)

(OCT 2018)

(a) NAVSEA may use a file room management support contractor, hereinafter referred to as "the support contractor", to manage its file room, in which all official contract files, including the official file supporting this procurement, are retained. These official files may contain information that is considered a trade secret, proprietary, business sensitive or otherwise protected pursuant to law or regulation, hereinafter referred to as “protected information”. File room management services consist of any of the following: secretarial or clerical support; data entry; document reproduction, scanning, imaging, or destruction; operation, management, or maintenance of paper-based or electronic mail rooms, file rooms, or libraries; and supervision in connection with functions listed herein.

(b) The cognizant Contracting Officer will ensure that any NAVSEA contract under which these file room management services are acquired will contain a requirement that:

(1) The support contractor not disclose any information;

(2) Individual employees are to be instructed by the support contractor regarding the sensitivity of the official contract files;

(3) The support contractor performing these services be barred from providing any other supplies and/or services, or competing to do so, to NAVSEA for the period of performance of its contract and for an additional three years thereafter unless otherwise provided by law or regulation; and,

(4) In addition to any other rights the contractor may have, it is a third party beneficiary who has the right of direct action against the support contractor, or any person to whom the support contractor has released or disclosed protected information, for the unauthorized duplication, release, or disclosure of such protected information.

(c) Execution of this contract by the contractor is considered consent to NAVSEA's permitting access to any information, irrespective of restrictive markings or the nature of the information submitted, by its file room management support contractor for the limited purpose of executing its file room support contract responsibilities.

(d) NAVSEA may, without further notice, enter into contracts with other contractors for these services. Contractors should enter into separate non-disclosure agreements with the file room contractor. Contact the Procuring

Contracting Officer for contractor specifics. However, any such agreement will not be considered a prerequisite before information submitted is stored in the file room or otherwise encumber the government.

C-211-H016 SPECIFICATIONS AND STANDARDS (NAVSEA) (OCT 2018)

(a) Definitions.

(i) A "zero-tier reference" is a specification, standard, or drawing that is cited in the contract (including its attachments).

(ii) A "first-tier reference" is either: (1) a specification, standard, or drawing cited in a zero-tier reference, or (2) a specification cited in a first-tier drawing.

(b) Requirements. All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only unless specifically identified below.

None

C-211-H017 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (DEC 2018)

The contractor may request that this contract be updated to include the current version of the applicable specification or standard if the update does not affect the form, fit or function of any deliverable item or increase the cost/price of the item to the Government. The contractor should submit update requests to the Procuring Contracting Officer with copies to the Administrative Contracting Officer and cognizant program office representative for approval. The contractor shall perform the contract in accordance with the existing specifications and standards until notified of approval/disapproval of its request to update by the Procuring Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

C-211-H018 APPROVAL BY THE GOVERNMENT (NAVSEA) (JAN 2019)

Approval by the Government as required under this contract and applicable specifications shall not relieve the

Contractor of its obligation to comply with the specifications and with all other requirements of the contract, nor shall it impose upon the Government any liability it would not have had in the absence of such approval.

C-223-H003 EXCLUSION OF MERCURY (NAVSEA) (MAR 2019)

(a) Definitions. As used in this text:

Article means a manufactured item other than a fluid or particle: (i) which is formed to a specific shape or design during manufacture; (ii) which has end use function(s) dependent in whole or in part upon its shape or design during end use; and (iii) which under normal conditions of use does not release more than very small quantities, e.g., minute or trace amounts of a hazardous chemical, and does not pose a physical hazard or health risk to employees.

Boundary of containment means a continuous tight seal (barrier) to prevent the release of functional mercury during normal operation and maintenance. Examples include the exterior of a fluorescent lamp, glass capsule of a mercury switch, and container for mercury reagents. A double boundary of containment consists of two independent seals.

Functional mercury means mercury or mercury compound(s) contained in equipment that is required for the equipment to operate properly, such as that found in mercury switches, fluorescent lamps, flat-panel monitors, thermostats, thermostat probes, small coin type batteries, barometers, and dental amalgams.

Hardware means any article, container, piece of material, individual part, subassembly, assembly, component, or system to which mercury control requirements apply.

Mercury-free means hardware that does not contain functional mercury and is not contaminated by mercury or mercury compounds.

Portable means items that are frequently transported during normal operation. Desk lamps, shop lights, and hand-held instruments are considered portable, while bulbs in stationary light fixtures are not. In general, items that require transport only during maintenance, installation, and removal of the items are not considered portable.

(b) The Contractor, and all subcontractors and vendors, shall ensure that mercury or mercury containing compounds are not intentionally added to, or come in direct contact with, hardware or supplies furnished under this contract.

(1) The Contractor shall ensure that mercury and mercury compounds are not taken onboard naval vessels by Contractor, subcontractor, or vendor personnel except for functional mercury used in batteries, dental amalgams, fluorescent lamps, flat-panel monitors, required instruments, sensors or controls, weapon systems, and chemical analysis reagents specified by the Naval Sea Systems Command (NAVSEA).

(2) Portable fluorescent lamps and portable instruments containing elemental mercury must be shock-proof in accordance with MIL-DTL-901E entitled Requirements for Shock Tests, H.I. (High Impact) Shipboard

Machinery, Equipment, and Systems and have mercury enclosed by a double boundary of containment. Some devices with liquid crystal display (LCD) screens utilize a fluorescent bulb backlight to illuminate the LCD screen.

No additional restrictions or controls apply to devices with LCD screens; however, the Contractor shall remove the

LCD screen and seal it in plastic following any evidence that the backlight failed.

(3) For Submarines, any use of mercury containing items must be approved as required by the Nuclear

Powered Submarine Atmosphere Control Manual (S9510-AB-ATM-010/U) Volume 1.

(4) The Contractor shall ensure that mercury and mercury compounds do not contact hardware surfaces in systems covered by NAVSEA Manual NAVSEA 0989-064-3000 entitled Cleanliness Requirements for Nuclear

Propulsion Plant Maintenance and…