20201221--20R5602-0004.pdf

N0002420NR41521

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

Except as provided herein, all terms and conditions of the document referenced in Item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. NAME AND TITLE OF SIGNER (Type or print)

30-105-04EXCEPTION TO SF 30

APPROVED BY OIRM 11-84

STANDARD FORM 30 (Rev. 10-83) Prescribed by GSA

FAR (48 CFR) 53.243

The purposes of this amendment are to (a) extend the due date for proposals, (b) update the delivery information, and (c) update the terms associated w ith contract f inancing (FAR 52.232-16 and Section B, Note K).

1. CONTRACT ID CODE PAGE OF PAGES

1 20

16A. NAME AND TITLE OF CONTRACTING OFFICER (Type or print)

16C. DATE SIGNED

BY 21-Dec-2020

16B. UNITED STATES OF AMERICA15C. DATE SIGNED15B. CONTRACTOR/OFFEROR

(Signature of Contracting Officer)(Signature of person authorized to sign)

8. NAME AND ADDRESS OF CONTRACTOR (No., Street, County, State and Zip Code) X N0002420R5602

X 9B. DATED (SEE ITEM 11)

03-Nov-2020

10B. DATED (SEE ITEM 13)

9A. AMENDMENT OF SOLICITATION NO.

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

X The above numbered solicitation is amended as set forth in Item 14. The hour and date specified for receipt of Offer X is extended, is not extended.

Offer must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended by one of the following methods:

(a) By completing Items 8 and 15, and returning copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted;

or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. ACCOUNTING AND APPROPRIATION DATA (If required)

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACTS/ORDERS.

IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

A. THIS CHANGE ORDER IS ISSUED PURSUANT TO: (Specify authority) THE CHANGES SET FORTH IN ITEM 14 ARE MADE IN THE

CONTRACT ORDER NO. IN ITEM 10A.

B. THE ABOVE NUMBERED CONTRACT/ORDER IS MODIFIED TO REFLECT THE ADMINISTRATIVE CHANGES (such as changes in paying office, appropriation date, etc.) SET FORTH IN ITEM 14, PURSUANT TO THE AUTHORITY OF FAR 43.103(B).

C. THIS SUPPLEMENTAL AGREEMENT IS ENTERED INTO PURSUANT TO AUTHORITY OF:

D. OTHER (Specify type of modification and authority)

E. IMPORTANT: Contractor is not, is required to sign this document and return copies to the issuing office.

14. DESCRIPTION OF AMENDMENT/MODIFICATION (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

10A. MOD. OF CONTRACT/ORDER NO.

2. AMENDMENT/MODIFICATION NO. 5. PROJECT NO.(If applicable)

6. ISSUED BY

3. EFFECTIVE DATE

21-Dec-2020

CODE

NAVAL SEA SYSTEMS COMMAND

1333 ISAAC HULL AVENUE

WASHINGTON NAVY YARD DC 20376

N00024 7. ADMINISTERED BY (If other than item 6)

4. REQUISITION/PURCHASE REQ. NO.

CODE

See Item 6

FACILITY CODECODE

EMAIL:TEL:

N0002420R5602

SECTION SF 30 BLOCK 14 CONTINUATION PAGE

SUMMARY OF CHANGES

SECTION A - SOLICITATION/CONTRACT FORM

The required response date/time has changed from 04-Jan-2021 10:00 AM to 22-Jan-2021 10:00 AM.

SECTION B - SUPPLIES OR SERVICES AND PRICES

CLIN 0001

The CLIN extended description has changed from:

Not to exceed 3 shipsetsSee Notes A and J

To:

Not to exceed 3 shipsetsSee Notes A, J, and K

CLIN 0002

Not to exceed 5 shipsetsSpares in support of CLIN 0001See Notes C, G, and J

Not to exceed 5 shipsetsSpares in support of CLIN 0001See Notes C, G, J, and K

CLIN 0004

See Notes C, H, and J(Estimated Value: $20,950,000.00)

See Notes C, H, J, and K(Estimated Value: $20,950,000.00)

CLIN 0005

NTE 3 ShipsetsSee Notes F and J

NTE 3 ShipsetsSee Notes F, J, and K

CLIN 0009

See Notes C and I

See Notes C, I, and K

CLIN 1001

Not to exceed 5 shipsetsSee Notes A, C, and J

Not to exceed 5 shipsetsSee Notes A, C, J, and K

CLIN 1002

Not to exceed 5 shipsetsSpares in support of CLIN 1001See Notes C, G, and J

Not to exceed 5 shipsetsSpares in support of CLIN 1001See Notes C, G, J, and K

CLIN 1005

NTE 5 ShipsetsSee Notes C, F, and J

NTE 5 ShipsetsSee Notes C, F, J, and K

CLIN 2001

Not to exceed 5 shipsetsSee Notes A, C, and J

Not to exceed 5 shipsetsSee Notes A, C, J, and K

CLIN 2002

Not to exceed 5 shipsetsSpares in support of CLIN 2001See Notes C, G, and J

Not to exceed 5 shipsetsSpares in support of CLIN 2001See Notes C, G, J, and K

CLIN 2005

NTE 5 ShipsetsSee Notes C, F, and J

NTE 5 ShipsetsSee Notes C, F, J, and K

CLIN 3001

Not to exceed 3 shipsetsSee Notes A, C, and J

Not to exceed 3 shipsetsSee Notes A, C, J, and K

CLIN 3002

Not to exceed 5 shipsetsSpares in support of CLIN 3001See Notes C, G, and J

Not to exceed 5 shipsetsSpares in support of CLIN 3001See Notes C, G, J, and K

CLIN 3005

NTE 3 ShipsetsSee Notes C, F, and J

NTE 3 ShipsetsSee Notes C, F, J, K

CLIN 4001

Not to exceed 4 shipsetsSee Notes A, C, and J

Not to exceed 4 shipsetsSee Notes A, C, J, and K

CLIN 4002

Not to exceed 5 shipsetsSpares in support of CLIN 4001See Notes C, G, and J

Not to exceed 5 shipsetsSpares in support of CLIN 4001See Notes C, G, J, and K

CLIN 4005

NTE 4 ShipsetsSee Notes C, F, and J

NTE 4 ShipsetsSee Notes C, F, J, and K

The following have been modified:

SECTION B NOTES

NOTE A

Table 1 defines a shipset for CLIN 0001 and option CLINs 1001, 2001, 3001, and 4001.

Note A - Table 1 Nomenclature Ship Set Quantity

OL-798(V)3/U - NSG(V)3 (PN: 8601115-000) 2

OL-806(V)1 - APC-1 (PN: 8601117) 1

OL-806(V)2 - APC-2 (PN: 8601117) 1

TI-16 VIDMAR MAM Cabinet (PN: 8623280-001) 1 AN/PYM-5 PMA Laptop (PN: 8499738-500) 3

Table 2 below establishes stepladder pricing for base contract line items CLIN 0001, and if Option CLINs are exercised; 1001, 2001, 3001, and 4001. The respective Section B amounts under each CLIN shall be established through unilateral modification in accordance with Section I clause FAR 52.217-7 and the stepladder pricing in Table 2. Once exercised, the Government retains the right to unilaterally increase the quantity procured under any of these line items as long as it occurs before the latest option exercise date stated under FAR 52.217-7. If this quantity increase occurs within a 60-day period of other quantities procured under any of these CLINs, then pricing for all hardware under these line items procured within this 60-day period shall be adjusted to the unit price from the stepladder pricing appropriate for the total quantity being procured, regardless of the configuration and individual quantity per CLIN being procured. The Government shall retain the unilateral right to amend the previously issued contract modifications at the final quantity price within any 60-day period. The Section B firm-fixed-price (FFP) amount and the funding provided in each modification issued shall be unilaterally established utilizing the stepladder pricing detailed in the table below. For quantity increases not occurring within a 60-day period of when other quantities are exercised under the line item, the Government will use the unit pricing from the stepladder pricing applicable to the quantity of hardware being added and the pricing of previous quantities under said line item shall not change.

For funding and administrative purposes, at the time of award and/or option exercise and any quantity purchase increases, the Contracting Officer may unilaterally establish separately priced CLINs or subcontract line items (SLINs) for the items to be procured. The final unit price will be based on the total number of Shipsets purchased within that 60-day timeframe. The Government retains the unilateral right to amend any previously issued modifications to adjust the final unit price procured during a given 60-day period. At the time of award, the Government will determine the quantity of base CLIN 0001. As administrative placeholders, the Government will enter the minimum stepladder QTYs and the corresponding proposed unit prices for all stepladder Option CLINs.

The Government reserves the right to unilaterally adjust the quantity and unit price of each stepladder Option CLIN in accordance with (IAW) this Note (Note A), if and to the extent said Option CLINs are exercised.

Note A – Table 2 SSDS MK2 System/Hardware Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

NOTE B

Contract Data Requirements List (CDRLs) to be delivered under CLIN 0008 are Not Separately Priced. Offeror shall complete the “Price Group” and “Estimated Total Price” blocks of each data item on the Contract Data Requirements List(s), attached hereto.

NOTE C

Option item to which the option clause in Section I, 52.217-7 VAR I OPTION FOR INCREASED QUANTITY— SEPARATELY PRICED LINE ITEM (MAR 1989) (NAVSEA VARIATION I) (OCT 2018), applies and which is to be supplied only if and to the extent said option is exercised.

NOTE D

The quantity of hours displayed on each line item represents a maximum ceiling number of labor hours and does not indicate that the Government may require or task this number of hours during contract performance, or any hours at all.

[NOTE: TABLE WILL BE COMPLETED AT AWARD BASED ON OFFEROR’S PROPOSAL. The composite rate/hour is calculated by dividing the proposed Section B cost plus fee amount by the associated hours and rounding to the nearest penny.]

NOTE D – TABLE 1

LINE

ITEM(S) HOURS ESTIMATED

COST

FIXED FEE

(x%)

TOTAL

ESTIMATED

COST AND FEE

COMPOSITE

RATE/HOUR

0003 58,800 1003 58,800 2003 58,800 3003 58,800 4003 58,800

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

Hours may be transferred between CLINs in differing years of performance base or option years (e.g., from 0003 to 1003), provided such realignments are accomplished via bilateral modification.

*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.

NOTE E

The estimated value of the Other Directs Costs associated with performance of Engineering Services (CLINs 0003, 1003, 2003, 3003, 4003) is as follows:

Note E – Table 1

CLIN 0007 1007 2007 3007 4007

Other Direct Costs (Cost Only) $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000

The estimated value of Other Direct Costs (ODCs) does not indicate that the Government will necessarily require this amount or any at all.

NOTE F

The configuration and quantity may change based on ship class as identified in Table 1. Tables 2 through 6 below establish stepladder pricing for CLIN 0005, and Option CLINs 1005, 2005, 3005, 4005 and, if required, under PIO orders on CLIN 0004 (see NOTE J for additional pricing information). The Section B amounts shall be established through unilateral modification in accordance with Section I clause 52.217-7 and the stepladder pricing in the tables below. The Government may procure a selection of the items identified in the tables below. Furthermore, the Government has the right to unilaterally increase the quantity procured for each of the specific hardware items identified in the tables (Option CLINs 0005, 1005, 2005, 3005, 4005 and under PIO orders on CLIN 0004) as long as it occurs before the latest option exercise date stated under Section I clause 52.217-7. If a quantity increase for a specific hardware item occurs within a 60-day period of other quantities procured for that item, then pricing for the total quantity procured for that specific hardware item within this 60-day period shall be adjusted to the unit price from the stepladder pricing tables below for the total quantity procured of that item. Conversely, for quantity increases of a specific hardware item not occurring within a 60-day period, the Government will utilize the unit pricing from the stepladder pricing tables below applicable to the quantity of each specific hardware item and the pricing of previous quantities procured of each hardware item shall not change. For funding and administrative purposes, at the time of option exercise and quantity purchase increases, the Contracting Officer may unilaterally establish separately priced contract line items (CLINs) or subline items (SLINs). The Section B firm-fixed-price (FFP) amount and the funding provided in each modification shall be unilaterally established based on the stepladder pricing in the tables below. Therefore, the final unit price of any specific item will be based on the total number of units procured for that item within that 60-day timeframe. The Government will retain the unilateral right to amend issued modifications at the final unit price.

Note F - Table 1 Quantity of Parts per Ship Set

Hardware CVN LHA LHD LPD LSD

ASTABS (PN: 51-17243-101) 25 27 27 0 0

ASTAB Controllers (PN: 8601092-000) 5 7 7 0 0

CLSD (PN: 8623337-000) 2 2 2 2 0

CMSD (PN: 8499592) 0 0 0 0 3

CV-4437A - MPE-A (PN: 8623438-000) 5 4 4 2 2

CV-4437C - MPE-C (PN: 8578275) 1 1 1 0 0

CV-4437G - MPE-E (PN: 8578277) 1 0 0 0 0

CV-4437G - MPE-F (PN: 8578278) 2 6 6 4 0

Note F - Table 2 SSDS MK2 Equipment CVN Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

CLIN 0005 $ $ $

CLIN 1005 $ $ $ $

CLIN 2005 $ $ $ $

CLIN 3005 $ $ $

CLIN 4005 $ $ $ $

Note F - Table 3 SSDS MK2 Equipment LHA Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

CLIN 0005 $ $

CLIN 1005 $ $

CLIN 2005 $ $

CLIN 3005 $ $

CLIN 4005 $ $

Note F - Table 4 SSDS MK2 Equipment LHD Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

CLIN 0005 $ $ $

CLIN 1005 $ $ $

CLIN 2005 $ $ $

CLIN 3005 $ $ $

CLIN 4005 $ $ $

Note F - Table 5 SSDS MK2 Equipment LPD Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

CLIN 0005 $ $ $

CLIN 1005 $ $ $ $ $

CLIN 2005 $ $ $ $ $

CLIN 3005 $ $ $

CLIN 4005 $ $ $ $

Note F - Table 6 SSDS MK2 Equipment LSD Shipset Unit Pricing

CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

CLIN 0005 $ $

CLIN 1005 $ $

CLIN 2005 $ $

CLIN 3005 $ $

CLIN 4005 $ $

NOTE G

The shipset for CLIN 0002 Spares is defined in Attachment J-03. Table G-1 establishes stepladder pricing for Option CLINs if exercised; 0002, 1002, 2002, 3002, and 4002. The respective Section B amounts under each CLIN shall be established through unilateral modification in accordance with Section I clause FAR 52.217-7 and the stepladder pricing in Table G-1 below. Once exercised, the Government retains the right to unilaterally increase the quantity procured under any of these line items as long as it occurs before the latest option exercise date stated under FAR 52.217-7. If this quantity increase occurs within a 60-day period of other quantities procured under any of these CLINs, then pricing for all hardware under these line items procured within this 60-day period shall be adjusted to the unit price from the stepladder pricing appropriate for the total quantity being procured, regardless of the configuration and individual quantity per CLIN being procured. The Government shall retain the unilateral right to amend the previously issued contract modifications at the final quantity price within any 60-day period. The Section B Firm Fixed Price (FFP) amount and the funding provided in each modification issued shall be unilaterally established utilizing the stepladder pricing detailed in the table below. For quantity increases not occurring within a 60-day period of when other quantities are exercised under the line item, the Government will use the unit pricing from the stepladder pricing applicable to the quantity of hardware being added and the pricing of previous quantities under said line item shall not change.

For funding and administrative purposes, at the time of award and/or option exercise and any quantity purchase increases, the Contracting Officer may unilaterally establish separately priced CLINs or SLINs for the items to be procured. The final unit price will be based on the total number of Shipsets purchased within that 60-day timeframe.

The Government retains the unilateral right to amend any previously issued modifications to adjust the final unit price procured during a given 60-day period.

Note G – Table 1 CLIN 1 Shipset 2 Shipsets 3 Shipsets 4 Shipsets 5 Shipsets

NOTE H

It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

Orders will be placed in accordance with the terms and conditions of Section C clause titled C-217-H001, PROVISIONED ITEMS ORDERS—BASIC (NAVSEA). Funding will be provided with each order that is placed.

Pricing will be set forth on each Provisioned Items Order (PIO). The Offeror shall not propose these items. The Government will apply the Attachment J-10, PIO Burdened Pricing Rates, fully-burdened rates to the direct labor and direct material bases to derive the total FFP or CPFF for each order. The negotiated profit/fee rate for any PIO under this contract shall be [TO BE COMPLETED AT AWARD BASED ON OFFEROR’S PROPOSAL].

NOTE I

Data Rights License Upgrade Option – If the Offeror so chooses, the Offeror shall fill this in with their proposed cumulative price for those rights which the Offeror is willing to sell in accordance with Section L. The cumulative Data Rights License Upgrade Option price is a summation of the Section J series of Attachments labeled J-06B, J- 07B, J-08B, and J-9B.

NOTE J

For the purposes of contract funding and administration, the Government may unilaterally establish priced alpha SLINs (i.e., deliverable subline items per FAR 4.1004(a)) under this contract line item.

NOTE K

Until such time as the Class Deviation 2020-O0010, Progress Payment Rates is rescinded, the Contracting Officer will unilaterally update FAR 52.232-16 to FAR 52.232-16, Progress Payments (DEVIATION 2020-O0010) at award of the contract (for the base period), and each option exercise (for the option being exercised).

SECTION F - DELIVERIES OR PERFORMANCE

The following have been modified:

DELIVERY INFORMATION

CLIN DELIVERY DATE QUANTITY SHIP TO ADDRESS DODAAC /

CAGE

0001 30-SEP-2022 TBD NSWCDD DNA

ATTN: NSLC Dam Neck 2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

FOB: Destination

TBD

0002 12 mths. AOE TBD NSWCDD DNA

ATTN: NSLC Dam Neck 2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

0003 12 mths. AOE 58,800 N/A

FOB: Origin (Shipping Point) N/A

0004 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

0005 30-SEP-2022 TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

0006 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

0007 12 mths. AOE 1 N/A

0008 60 mths. ADC 1 N/A

0009 60 mths. ADC 1 N/A

1001 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

1002 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

1003 12 mths. AOE 58,800 N/A

1005 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

1007 12 mths. AOE 1 N/A

2001 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

2002 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

2003 12 mths. AOE 58,800 N/A

2005 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

2007 12 mths. AOE 1 N/A

3001 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

3002 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

3003 12 mths. AOE 58,800 N/A

3005 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

3007 12 mths. AOE 1 N/A

4001 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

4002 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

4003 12 mths. AOE 58,800 N/A

4005 12 mths. AOE TBD NSWCDD DNA

2089 Tartar Ave., Bldg. 559 Virginia Beach, VA 23461-2097

M/F: STEVE PETT, R31

4007 12 mths. AOE 1 N/A

DELIVERY INFORMATION TABLE TERMS

When used in this section, the terms below shall be read as follows:

Term Definition ADC after date of contract AOE after date of option exercise

PERIODS OF PERFORMANCE FOR LEVEL OF EFFORT OPTION ITEMS

The period of performance for level of effort option CLINs under this contract shall be based upon the option exercise date of each CLIN as follows:

ITEM PERIOD OF PERFORMANCE

0003 Contract Award Date to 1 Year After Contract Award Date 1003 Date of Option Exercise to 1 Year After Option Exercise 2003 Date of Option Exercise to 1 Year After Option Exercise 3003 Date of Option Exercise to 1 Year After Option Exercise 4003 Date of Option Exercise to 1 Year After Option Exercise

The Government will insert the specific period of performance for each CLIN upon contract award or option exercise.

CLINs 0001 and 0005 – The Contractor shall deliver the first set of equipment by 30 SEP 2022, the second set of equipment by 31 OCT 2022, and the third set of equipment by 30 NOV 2022.

CLINs if exercised 0002, 0004, 0006, 1001, 2001, 3001, 4001, 1002, 2002, 3002, 4002, 1005, 2005, 3005, and 4005) - Deliveries shall be as specified in each modification, but shall not exceed 12 months from the date the option is exercised.

DATA RIGHTS LANGUAGE

(IF OPTION EXERCISED) CLIN 0009 – Data Rights License Upgrade Option All data to be furnished under this contract shall be delivered in accordance with F-247-H001 DELIVERY OF

DATA (NAVSEA) (OCT 2018).

SECTION I - CONTRACT CLAUSES

The following have been added by full text:

52.232-16 PROGRESS PAYMENTS (JUN 2020)

The Government will make progress payments to the Contractor when requested as work progresses, but not more frequently than monthly, in amounts of $2,500 or more approved by the Contracting Officer, under the following conditions:

(a) Computation of amounts.

(1) Unless the Contractor requests a smaller amount, the Government will compute each progress payment as 80 percent of the Contractor's total costs incurred under this contract whether or not actually paid, plus financing payments to subcontractors (see paragraph (j) of this clause), less the sum of all previous progress payments made by the Government under this contract. The Contracting Officer will consider cost of money that would be allowable under Federal Acquisition Regulation (FAR) 31.205-10 as an incurred cost for progress payment purposes.

(2) The amount of financing and other payments for supplies and services purchased directly for the contract are limited to the amounts that have been paid by cash, check, or other forms of payment, or that are determined due and will be paid to subcontractors--

(i) In accordance with the terms and conditions of a subcontract or invoice; and

(ii) Ordinarily within 30 days of the submission of the Contractor's payment request to the Government.

(3) The Government will exclude accrued costs of Contractor contributions under employee pension plans until actually paid unless--

(i) The Contractor's practice is to make contributions to the retirement fund quarterly or more frequently; and

(ii) The contribution does not remain unpaid 30 days after the end of the applicable quarter or shorter payment period (any contribution remaining unpaid shall be excluded from the Contractor's total costs for progress payments until paid).

(4) The Contractor shall not include the following in total costs for progress payment purposes in paragraph (a)(1) of this clause:

(i) Costs that are not reasonable, allocable to this contract, and consistent with sound and generally accepted accounting principles and practices.

(ii) Costs incurred by subcontractors or suppliers.

(iii) Costs ordinarily capitalized and subject to depreciation or amortization except for the properly depreciated or amortized portion of such costs.

(iv) Payments made or amounts payable to subcontractors or suppliers, except for --

(A) Completed work, including partial deliveries, to which the Contractor has acquired title; and

(B) Work under cost-reimbursement or time-and-material subcontracts to which the Contractor has acquired title.

(5) The amount of unliquidated progress payments may exceed neither (i) the progress payments made against incomplete work (including allowable unliquidated progress payments to subcontractors) nor

(ii) the value, for progress payment purposes, of the incomplete work. Incomplete work shall be considered to be the supplies and services required by this contract, for which delivery and invoicing by the Contractor and acceptance by the Government are incomplete.

(6) The total amount of progress payments shall not exceed 80 percent of the total contract price.

(7) If a progress payment or the unliquidated progress payments exceed the amounts permitted by subparagraphs (a)(4) or (a)(5) of this clause, the Contractor shall repay the amount of such excess to the Government on demand.

(8) Notwithstanding any other terms of the contract, the Contractor agrees not to request progress payments in dollar amounts of less than $2,500. The Contracting Officer may make exceptions.

(9) The costs applicable to items delivered, invoiced, and accepted shall not include costs in excess of the contract price of the items.

(b) Liquidation. Except as provided in the Termination for Convenience of the Government clause, all progress payments shall be liquidated by deducting from any payment under this contract, other than advance or progress payments, the unliquidated progress payments, or 80 percent of the amount invoiced, whichever is less. The Contractor shall repay to the Government any amounts required by a retroactive price reduction, after computing liquidations and payments on past invoices at the reduced prices and adjusting the unliquidated progress payments accordingly. The Government reserves the right to unilaterally change from the ordinary liquidation rate to an alternate rate when deemed appropriate for proper contract financing.

(c) Reduction or suspension. The Contracting Officer may reduce or suspend progress payments, increase the rate of liquidation, or take a combination of these actions, after finding on substantial evidence any of the following conditions:

(1) The Contractor failed to comply with any material requirement of this contract (which includes paragraphs (f) and (g) of this clause).

(2) Performance of this contract is endangered by the Contractor's --

(i) Failure to make progress or

(ii) Unsatisfactory financial condition.

(3) Inventory allocated to this contract substantially exceeds reasonable requirements.

(4) The Contractor is delinquent in payment of the costs of performing this contract in the ordinary course of business.

(5) The fair value of the undelivered work is less than the amount of unliquidated progress payments for that work.

(6) The Contractor is realizing less profit than that reflected in the establishment of any alternate liquidation rate in paragraph (b) of this clause, and that rate is less than the progress payment rate stated in subparagraph (a)(1) of this clause.

(d) Title.

(1) Title to the property described in this paragraph (d) shall vest in the Government. Vestiture shall be immediately upon the date of this contract, for property acquired or produced before that date. Otherwise, vestiture shall occur when the property is or should have been allocable or properly chargeable to this contract.

(2) "Property," as used in this clause, includes all of the below-described items acquired or produced by the Contractor that are or should be allocable or properly chargeable to this contract under sound and generally accepted accounting principles and practices.

(i) Parts, materials, inventories, and work in process;

(ii) Special tooling and special test equipment to which the Government is to acquire title;

(iii) Nondurable (i.e., noncapital) tools, jigs, dies, fixtures, molds, patterns, taps, gauges, test equipment, and other similar manufacturing aids, title to which would not be obtained as special tooling under paragraph (d) (2)(ii) of this clause; and

(iv) Drawings and technical data, to the extent the Contractor or subcontractors are required to deliver them to the Government by other clauses of this contract.

(3) Although title to property is in the Government under this clause, other applicable clauses of this contract; e.g., the termination clauses, shall determine the handling and disposition of the property.

(4) The Contractor may sell any scrap resulting from production under this contract without requesting the Contracting Officer's approval, but the proceeds shall be credited against the costs of performance.

(5) To acquire for its own use or dispose of property to which title is vested in the Government under this clause, the Contractor must obtain the Contracting Officer's advance approval of the action and the terms. The Contractor shall

(i) exclude the allocable costs of the property from the costs of contract performance, and (ii) repay to the Government any amount of unliquidated progress payments allocable to the property. Repayment may be by cash or credit memorandum.

(6) When the Contractor completes all of the obligations under this contract, including liquidation of all progress payments, title shall vest in the Contractor for all property (or the proceeds thereof) not--

(i) Delivered to, and accepted by, the Government under this contract; or

(ii) Incorporated in supplies delivered to, and accepted by, the Government under this contract and to which title is vested in the Government under this clause.

(7) The terms of this contract concerning liability for Government-furnished property shall not apply to property to which the Government acquired title solely under this clause.

(e) Risk of loss. Before delivery to and acceptance by the Government, the Contractor shall bear the risk of loss for property, the title to which vests in the Government under this clause, except to the extent the Government expressly assumes the risk. The Contractor shall repay the Government an amount equal to the unliquidated progress payments that are based on costs allocable to property that is lost (see 45.101).

(f) Control of costs and property. The Contractor shall maintain an accounting system and controls adequate for the proper administration of this clause.

(g) Reports, forms, and access to records. (1) The Contractor shall promptly furnish reports, certificates, financial statements, and other pertinent information (including estimates to complete) reasonably requested by the Contracting Officer for the administration of this clause. Also, the Contractor shall give the Government reasonable opportunity to examine and verify the Contractor's books, records, and accounts.

(2) The Contractor shall furnish estimates to complete that have been developed or updated within six months of the date of the progress payment request. The estimates to complete shall represent the Contractor's best estimate of total costs to complete all remaining contract work required under the contract. The estimates shall include sufficient detail to permit Government verification.

(3) Each Contractor request for progress payment shall:

(i) Be submitted on Standard Form 1443, Contractor's Request for Progress Payment, or the electronic equivalent as required by agency regulations, in accordance with the form instructions and the contract terms; and

(ii) Include any additional supporting documentation requested by the Contracting Officer.

(h) Special terms regarding default. If this contract is terminated under the Default clause, (i) the Contractor shall, on demand, repay to the Government the amount of unliquidated progress payments and (ii) title shall vest in the Contractor, on full liquidation of progress payments, for all property for which the Government elects not to require delivery under the Default clause. The Government shall be liable for no payment except as provided by the Default clause.

(i) Reservations of rights.

(1) No payment or vesting of title under this clause shall --

(i) Excuse the Contractor from performance of obligations under this contract or

(ii) Constitute a waiver of any of the rights or remedies of the parties under the contract.

(2) The Government's rights and remedies under this clause

(i) Shall not be exclusive but rather shall be in addition to any other rights and remedies provided by law or this contract and

(ii) Shall not be affected by delayed, partial, or omitted exercise of any right, remedy, power, or privilege, nor shall such exercise or any single exercise preclude or impair any further exercise under this clause or the exercise of any other right, power, or privilege of the Government.

(j) Financing payments to subcontractors. The financing payments to subcontractors mentioned in paragraphs (a)(1) and (a)(2) of this clause shall be all financing payments to subcontractors or divisions, if the following conditions are met:

(1) The amounts included are limited to--

(i) The unliquidated remainder of financing payments made; plus

(ii) Any unpaid subcontractor requests for financing payments.

(2) The subcontract or interdivisional order is expected to involve a minimum of approximately 6 months between the beginning of work and the first delivery; or, if the subcontractor is a small business concern, 4 months.

(3) If the financing payments are in the form of progress payments, the terms of the subcontract or interdivisional order concerning progress payments--

(i) Are substantially similar to the terms of this clause for any subcontractor that is a large business concern, or this clause with its Alternate I for any subcontractor that is a small business concern;

(ii) Are at least as favorable to the Government as the terms of this clause;

(iii) Are not more favorable to the subcontractor or division than the terms of this clause are to the Contractor;

(iv) Are in conformance with the requirements of FAR 32.504(e); and

(v) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if--

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(4) If the financing payments are in the form of performance-based payments, the terms of the subcontract or interdivisional order concerning payments--

(i) Are substantially similar to the Performance-Based Payments clause at FAR 52.232-32 and meet the criteria for, and definition of, performance-based payments in FAR Part 32;

(ii) Are in conformance with the requirements of FAR 32.504(f); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if--

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(5) If the financing payments are in the form of commercial item financing payments, the terms of the subcontract or interdivisional order concerning payments--

(i) Are constructed in accordance with FAR 32.206(c) and included in a subcontract for a commercial item purchase that meets the definition and standards for acquisition of commercial items in FAR Parts 2 and 12;

(ii) Are in conformance with the requirements of FAR 32.504(g); and

(iii) Subordinate all subcontractor rights concerning property to which the Government has title under the subcontract to the Government's right to require delivery of the property to the Government if--

(A) The Contractor defaults; or

(B) The subcontractor becomes bankrupt or insolvent.

(6) If financing is in the form of progress payments, the progress payment rate in the subcontract is the customary rate used by the contracting agency, depending on whether the subcontractor is or is not a small business concern.

(7) Concerning any proceeds received by the Government for property to which title has vested in the Government under the subcontract terms, the parties agree that the proceeds shall be applied to reducing any unliquidated financing payments by the Government to the Contractor under this contract.

(8) If no unliquidated financing payments to the Contractor remain, but there are unliquidated financing payments that the Contractor has made to any subcontractor, the Contractor shall be subrogated to all the rights the Government obtained through the terms required by this clause to be in any subcontract, as if all such rights had been assigned and transferred to the Contractor.

(9) To facilitate small business participation in subcontracting under this contract, the Contractor shall provide financing payments to small business concerns, in conformity with the standards for customary contract financing payments stated in Subpart 32.113. The Contractor shall not consider the need for such financing payments as a handicap or adverse factor in the award of subcontracts.

(k) Limitations on undefinitized contract actions. Notwithstanding any other progress payment provisions in this contract, progress payments may not exceed 80 percent of costs incurred on work accomplished under undefinitized contract actions. A "contract action" is any action resulting in a contract, as defined in Subpart 2.1, including contract modifications for additional supplies or services, but not including contract modifications that are within the scope and under the terms of the contract, such as contract modifications issued pursuant to the Changes clause, or funding and other administrative changes. This limitation shall apply to the costs incurred, as computed in accordance with paragraph (a) of this clause, and shall remain in effect until the contract action is definitized. Costs incurred which are subject to this limitation shall be segregated on Contractor progress payment requests and invoices from those costs eligible for higher progress payment rates. For purposes of progress payment liquidation, as described in paragraph (b) of this clause, progress payments for undefinitized contract actions shall be liquidated at 80 percent of the amount invoiced for work performed under the undefinitized contract action as long as the contract action remains undefinitized. The amount of unliquidated progress payments for undefinitized contract actions shall not exceed 80 percent of the maximum liability of the Government under the undefinitized contract action or such lower limit specified elsewhere in the contract. Separate limits may be specified for separate actions.

(l) Due date. The designated payment office will make progress payments on the 30th day after the designated billing office receives a proper progress payment request. In the event that the Government requires an audit or other review of a specific progress payment request to ensure compliance with the terms and conditions of the contract, the designated payment office is not compelled to make payment by the specified due date. Progress payments are considered contract financing and are not subject to the interest penalty provisions of the Prompt Payment Act.

(m) Progress payments under indefinite--delivery contracts. The Contractor shall account for and submit progress payment requests under individual orders as if the order constituted a separate contract, unless otherwise specified in this contract.

(End of clause)

The following have been deleted:

52.232-16 Progress Payments (APR 2012) (NAVSEA VARIATION I)

(MAR 2020)

MAR 2020

(End of Summary of Changes)