N00024-20-R-6113.pdf

CODE

(Hour)

PAGE(S)

until 02:00 PM local time 03 Apr 2020

X

A

X B

X C X D

EX

X

G

F 115 - 119

120 - 161

X H 162 - 177

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 1 177

(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 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)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 31

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

32 - 52

53 - 56

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

57 - 61

62 - 68 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 69 - 81 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 82 - 85 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

86 - 111

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

112 - 114

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

04 Feb 2020

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002420R6113

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

Each

LwLCCA PRODUCTION SHIPSET

FPI

Stepladder pricing for quantities 2 to 5 provided in the Note B table.

(See Note B)

FOB: Origin (Shipping Point)

TARGET COST

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

SPARE ACOUSTIC MODULES (AM)

Stepladder pricing for quantities up to 30 provided in the Note B table.

TOTAL TARGET PRICE

CEILING PRICE

SPARE OUTBOARD ELECTRONICS (OBE)

Stepladder pricing for quantities up to 10 provided in the Note B table.

TOTAL TARGET PRICE

CEILING PRICE

SPARE ACOUSTIC MODULE INTERFACE CABLE

TOTAL TARGET PRICE

CEILING PRICE

SPARE FIBER OPTIC CABLE

TOTAL TARGET PRICE

CEILING PRICE

SPARE POWER CABLE

TOTAL TARGET PRICE

CEILING PRICE

7,500 Hours

ENGINEERING AND TECHNICAL SERVICES

CPFF

(See Notes C and F)

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

Lot

ODC

COST

Material, Travel, and Subsistence for Item 0007

(See Note D)

DATA

EXHIBIT A

Data Per Items 0001, 0002, 0003, 0004, 0005, 0006, 0007, 0008, 0010, 0011, 0012, 0101, 0102, 0103, 0104, 0105, 0106, 0107, 0108, 0201, 0202, 0203, 0204, 0205, 0206, 0207, 0208, 0301, 0302, 0303, 0304, 0305, 0306, 0307, 0308, 0401, 0402, 0403, 0404, 0405, 0406, 0407 and 0408.

Not Separately Priced

(See Note A)

1 Each

LwLCCA FIRST ARTICLE

CPIF

Under Target Share Ratio:

Over Target Share Ratio:

(See Note E)

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

PROVISIONED ITEM ORDERS (PIO)

FFP

NET AMT

OPTION Data Rights Buy-Out

FFP

Data Rights/Licenses

(See Note B and G)

FOB: Destination

NET AMT

OPTION LwLCCA PRODUCTION SHIPSET

TOTAL TARGET PRICE

CEILING PRICE

OPTION SPARE ACOUSTIC MODULES (AM)

TOTAL TARGET PRICE

CEILING PRICE

OPTION SPARE OUTBOARD ELECTRONICS (OBE)

TOTAL TARGET PRICE

CEILING PRICE

OPTION SPARE ACOUSTIC MODULE INTERFACE CABLE

TOTAL TARGET PRICE

CEILING PRICE

OPTION SPARE FIBER OPTIC CABLE

TOTAL TARGET PRICE

CEILING PRICE

OPTION SPARE POWER CABLE

TOTAL TARGET PRICE

CEILING PRICE

OPTION ENGINEERING AND TECHNICAL SERVICES

CPFF

(See Notes B, C, and F)

OPTION ODC

Material, Travel, and Subsistence for Item 0107

(See Notes B and D)

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

CPFF

(See Notes B, C and F)

Material, Travel, and Subsistence for Item 0207

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

CPFF

(See Notes B, C and F)

Material, Travel, and Subsistence for Item 0307

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

TOTAL TARGET PRICE

CEILING PRICE

CPFF

(See Note B, C, and F)

Material, Travel, and Subsistence for Item 0407

(See Note B and D)

NOTES

NOTE A: 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 B: Offeror shall propose pricing for each stepladder quantity identified in Attachment 9.

The Government may unilaterally exercise this option within the established stepladder pricing in accordance with

FAR 52.217-7, incorporated in Section I. Furthermore, the Government has the right to unilaterally increase the quantity of these CLINs multiple times after it has been initially exercised as long as it occurs before the close of option exercise window stated under FAR 52.217-7. The quantity can be increased by any increment as long as the total quantity does not exceed the maximum quantity stated in the stepladder pricing for that CLIN. If this increase occurs within a 90 day period of other quantities exercised under the CLIN, then pricing for all hardware under that

CLIN procured within this 90 day period shall be adjusted to the unit price from the stepladder pricing appropriate for the total quantity being procured. For quantity increases not occurring within a 90-day period of when other quantities are exercised under the CLIN, the Government shall use unit pricing from the stepladder pricing applicable to the quantity of hardware being added and the pricing of previous quantities under said CLIN shall not change.

The Government will fluctuate the production procurement quantity from year to year based upon Government needs in accordance with the established price for the quantity procured on Attachment 9.

NOTE C: Hours shown in these line items are ceiling values. The Government will fund these items as needed during contract performance. The Government will issue Technical Instructions in accordance with the Section C clause of this contract entitled “C-242-H003 TECHNICAL INSTRUCTIONS (NAVSEA) (OCT 2018)”. The

Contractor shall not perform any efforts under these items until and unless tasked by the Government.

NOTE D: Material, travel, and subsistence costs incurred by the Contractor during the performance of this contract will be reimbursed to the Contractor at cost only (no fee will be paid on this line item). Dollars shown in these line items are ceiling values. The Government will fund this item as needed during contract performance via Technical

Instructions (TIs) in accordance with the Section C clause of this contract entitled “C-242-H003 TECHNICAL

INSTRUCTIONS (NAVSEA) (OCT 2018)”. The Contractor shall not perform any efforts under these items until and unless tasked by the Government.

NOTE E: Item to which the clause entitled “WAIVER OF FIRST ARTICLE REQUIREMENTS (NAVSEA) (OCT

2018) in Section B is applicable. If First Article is waived, then CLIN 0010 will become an option.

In the event First Article is required, then CLINs 0001 through 0008 will become option CLINs and CLIN 0010 will be the only CLIN funded at time of award.

NOTE F: The Offeror shall divide the proposed estimated cost and the proposed fixed fee amount by the associated number of hours and insert the results rounded to the nearest penny in the appropriate columns in the table below.

Estimated hourly rate (composite rate) is determined by including all allowable costs (including COM, if applicable). Fee/hour is calculated on cost less COM (if applicable). If COM is proposed necessary columns may be added. For purposes of the “Payment of Fee(s) (Level of Effort – Alternate I)” clause the hourly fee rate is as follows:

Fee Schedule for Level Of Effort (LOE) Items

CLIN Total Hours

(Hours)

Estimated Hourly

Rate (Rate)

Fixed Fee $/Hr

(FF)

Total Fixed Fee $

(Hours x FF)

Estimated Cost

(Hours x Rate)

0007 7,500

0107 7,500

0207 7,500

0307 7,500

0407 7,500

NOTE G: Applicable to CLIN 0012 – Data Rights Buy-Out - 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 M4.1.3 which states

- the Government desires at least Government Purpose Rights (GPR) license, as defined at DFARS 252.227-7013 and - 7014, in all non-commercial technical data and computer software. The cumulative buy out price is a summation of the Section J series of Attachments labeled JS-10B, JS-11B, JS-12B and JS-13B.

CLAUSES INCORPORATED BY FULL TEXT

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.

(End of text)

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 Offeror to

Fill-in percent (NTE 8%) 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: 0010

B-232-H004 PAYMENTS OF FEE(S) (LEVEL OF EFFORT)--BASIC (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

Offeror to Fill-in percent (NTE 8%%) 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). 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) The fee(s) specified in SECTION B, and payment thereof, is subject to adjustment pursuant to paragraph (g) of the text entitled Level of Effort. If the fee(s) is reduced and the reduced fee(s) 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 final adjusted fee exceeds all fee 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 the text entitled Level of Effort", or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

Applicable CLINs: 0007, 0107, 0207, 0307, 0407

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.

Section C - Descriptions and Specifications

SECTION C

Section C - Descriptions and Specifications

ALL CLINS

ALL ITEMS - SECURITY REQUIREMENTS:

1 - Facility Security Clearance Required: The contractor is required to maintain a SECRET facility clearance in accordance with the Contract Security Classification Specification, DD Form 254 (Attachment JS-6).

2 - Level of Safeguarding for Classified Information/Material Required at

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

3 - Controlled Unclassified Information (CUI) (Formerly for Official Use Only Information): The contractor shall have access to CUI with developers and integrators.

4 - Receive, Store, and Generate Classified Information: The contractor shall design, fabricate, manufacture, assemble, test, inspect, package, deliver, repair, and refurbish submarine towed arrays and ancillary equipment, the design performance and technical characteristics of which are classified in accordance with SCG ID #05-063.04. In this capacity, the contractor shall be in receipt of classified specification data, test results, and other classified material; and shall generate classified material such as test reports, failure analysis reports, and other technical reports.

5 - DTIC: In order to access the current contract specifications and applicable documentation, the contractor shall have access to the Defense Technical Information Center (DTIC).

ALL ITEMS – CYBERSECURITY REQUIREMENTS:

In accordance with DFARS Clauses 252.204-7008, 7009, and 7012, the contractor shall implement all requirements of the Statement of Work (SOW) (Attachment JS-1) Section 6, including NIST 800-171 R1 requirements 3.1 thru

3.14.

ITEM 0001 (AND IF EXERCISED, ITEMS 0101, 0201, 0301 AND 0401) – LwLCCA Production Shipset:

The Contractor shall manufacture, assemble, inspect, test, package, and deliver LwLCCA production shipsets as required per the contract, including SOW Attachment JS-1.

An LwLCCA Production Shipset comprises the following hardware:

60 Acoustic Modules

2 Outboard Electronics

10 Acoustic Module Interface Cables (AMICs)

4 Fiber Optic Cables

4 Power Cables

LwLCCA Production Shipsets shall meet the requirements and specifications detailed in the SOW and associated

Critical Item Production Specifications (CIPS) (included as attachments J-3 and J-4 in Section J of this RFP)

ITEM 0002 (AND IF EXERCISED, ITEMS 0102, 0202, 0302 AND 0402) – SPARE ACOUSTIC MODULES:

The Contractor shall manufacture, assemble, inspect, test, package, and deliver Spare Acoustic Modules as specified in the SOW and the associated CIPS (included as attachments J-3 and J-4 in Section J of this RFP).

ITEM 0003 (AND IF EXERCISED, ITEMS 0103, 0203, AND 0303) - SPARE OUTBOARD ELECTRONICS:

The Contractor shall manufacture, assemble, inspect, test, package, and deliver Spare Outboard Electronics as specified in the SOW and the associated CIPS (included as attachments J-3 and J-4 in Section J of this RFP).

ITEM 0004 (AND IF EXERCISED, ITEMS 0104, 0204, 0304 AND 0404) – SPARE ACOUSTIC MODULE

INTERFACE CABLES (AMICs): The Contractor shall manufacture, assemble, inspect, test, package, and deliver

Spare AMICs as specified in the SOW and the associated CIPS (included as attachments J-3 and J-4 in Section J of this RFP).

ITEM 0005 (AND IF EXERCISED, ITEMS 0105, 0205, 0305 AND 0405) – SPARE FIBER OPTIC CABLES:

The Contractor shall manufacture, assemble, inspect, test, package, and deliver Spare Fiber Optic Cables as specified in the SOW and the associated CIPS (included as attachments J-3 and J-4 in Section J of this RFP).

ITEM 0006 (AND IF EXERCISED, ITEMS 0106, 0206, 0306 AND 0406) – SPARE POWER CABLES: The

Contractor shall manufacture, assemble, inspect, test, package, and deliver Spare Power Cables as specified in the

SOW and the associated CIPS (included as attachments J-3 and J-4 in Section J of this RFP).

ITEM 0007 (AND IF EXERCISED, ITEMS 0107, 0207, 0307 AND 0407) – ENGINEERING AND

TECHNICAL SERVICES: The Contractor shall provide Engineering and Technical Services -- to support

LwLCCA as described in the SOW and associated CIPS (included as attachments J-3 and J-4 in Section J of this

RFP) -- as directed via Technical Instruction from the Government.

ITEM 0008 – OTHER DIRECT COSTS (material, travel, subsistence)

ITEM 0009 – DATA AS REQUIRED BY CDRL: The data to be furnished hereunder shall be prepared by the

Contractor in accordance with the Contract Data Requirements List, DD Form 1423, marked as Exhibit JS-2.

ITEM 0010 – FIRST ARTICLE - In accordance with FAR 52.209-3 FIRST ARTICLE APPROVAL--

CONTRACTOR TESTING in SECTION I, the Contractor shall design, fabricate, assemble, test, inspect, package and deliver one (1) First Article composed of the following hardware (exactly):

6 acoustic modules (comprising one full row)

1 Outboard Electronics (OBE)

1 AMIC (1-into-6 split) (running from Array to OBE)

1 fiber optic cable (running from OBE to Penetrator)

1 power cable (running from OBE to Penetrator)

Contractor shall provide all necessary manufacturing, facilities, materials, equipment and professional services

(management, engineering, logistical, etc.) required to provide a LwLCCA First Article, which meets all contractual requirements as specified in the two LwLCCA CIPS (attachments 4 and 5). Contractor shall generate a

Specification or Requirement Verification Matrix (SRVM) (CDRL A013) defining (a) the methodology used for verifications and (b) the degree to which each requirement is met. Requirements are defined in the LwLCCA CIPS.

ITEM 0011- PROVISIONED ITEM ORDER: See CLAUSES INCORPORATED BY FULL - TEXT C-217-

H001 ITEM(S) - PROVISIONED ITEMS ORDERS (NAVSEA) (OCT 2018)

IF EXERCISED, ITEM 0012 – DATA RIGHTS BUY-OUT – If exercised, the Contractor shall grant the corresponding Data Rights license (e.g. Government Purpose Rights license or Specifically Negotiated license) for each item of Technical Data (TD), Computer Software (CS), and Computer Software Documentation (CSD) identified on Attachments JS-9B, JS-10B, JS-11B, JS-12B. and JS-13B. Following option exercise, the Contractor shall deliver all future data submittals with markings and legends consistent with the rights furnished hereunder.

C-209-H003 WAIVER OF FIRST ARTICLE REQUIREMENTS (NAVSEA) (OCT 2018)

If the First Article is waived by the Government, the Contractor shall deliver supplies that are identical or substantially identical to those previously accepted by the Government under the following contract(s):

(Offeror to fill in contract number(s), as applicable. See Section M)

(End of Text)

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-209-H001 FIRST ARTICLE (CONTRACTOR TESTING) (NAVSEA) (OCT 2018)

(a) The First Article shall conform in every respect to the requirements of this contract. The First Article shall be manufactured with tools, materials, and methods which are the same as the tools, material and methods which will be used to manufacture the production units. All items delivered under the contract shall be manufactured under the same conditions and quality established by the First Article. Any changes to tools, material, or methods after the first article approval shall be documented by the contractor and approved by the Contracting Officer before they are used.

(b) The Contractor shall make a record of all data obtained during such tests in a form similar to the guidance provided in MIL-HDBK-831A.

(c) Pursuant to paragraph (e) of the clause entitled "First Article Approval--Contractor Testing" (FAR 52.209-3), the

First Article shall not be delivered as part of the production quantity.

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-215-H002 CONTRACTOR PROPOSAL (NAVSEA) (OCT 2018)

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with the detailed obligations to which the Contractor committed itself in Proposal dated in response to Solicitation No.

(b) The technical volume(s) of the Contractor's proposal is(are) hereby incorporated by reference and made subject to the "Order of Precedence" (FAR 52.215-8) clause of this contract. Under the "Order of Precedence" clause, the technical volume(s) of the Contractor's proposal referenced herein is (are) hereby designated as item (f) of the clause, following

"the specifications" in the order of precedence.

C-217-H001 PROVISIONED ITEMS ORDERS--BASIC (NAVSEA) (OCT 2018)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders will be placed by the Contracting Officer, Provisioning

Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the

Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation of Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "Contract Definitization" (DFARS 252.217-

7027) shall be included in any undefinitized order.

(d) Rejection of Unilateral Orders. The Contractor may reject any unilateral order if the Contractor determines that it cannot feasibly perform the order, or if the Contractor does not concur with the maximum ceiling amount.

However, each unilateral order shall be deemed to have been accepted by the Contractor unless within fifteen days of issuance of the order, the Contractor notifies the Contracting Officer in writing of its rejection of the order.

(e) Definitization of Undefinitized Orders. (1) The Contractor agrees that following the issuance of an undefinitized order, it will promptly begin negotiating with the Contracting Officer the price and terms of a definitive order that will include: (A) all clauses required by regulation on the date of the order; (B) all clauses required by law on the date of execution of the definitive order; and, (C) any other mutually agreeable clauses, terms and conditions. No later than sixty (60) days after the undefinitized order is issued, the Contractor agrees to submit a cost proposal with sufficient data to support the accuracy and derivation of its price; and, when required by FAR, cost or pricing data. If additional cost information is available prior to the conclusion of negotiations, the Contractor shall provide that information to the Contracting Officer. The price agreed upon shall be set forth in a bilateral modification to the order. In no event shall the price exceed the maximum ceiling amount specified in the undefinitized order.

(2) Each undefinitized order shall contain a schedule for definitization which shall include a target date for definitization and dates for submission of a qualifying proposal, beginning of negotiations and, if appropriate, submission of make-or-buy and subcontracting plans and cost or pricing data. Submission of a qualifying proposal in accordance with the definitization schedule is a material element of the order. The schedule shall provide for definitization of the order by the earlier of:

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order.

However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

(ii) the date on which the amount of funds expended by the Contractor under the undefinitized order exceed fifty percent (50%) of the order's maximum ceiling amount, except as provided in subparagraph (f)(3) below.

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph

(e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.4 and Part 31 of the FAR, and issue a unilateral order subject to

Contractor appeal as provided in the "Disputes" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "Limitation of Government Liability" clause (FAR 52.216-24).

(f) Limitation of Government Liability. (1) Each undefinitized order shall set forth the limitation of Government liability, which shall be the maximum amount that the Government will be obligated to pay the Contractor for performance of the order until the order is definitized. The Contractor is not authorized to make expenditures or incur obligations exceeding the limitation of Government liability set forth in the order. If such expenditures are made, or if such obligations are incurred, they will be at the Contractor's sole risk and expense. Further, the limitation of Government liability shall be the maximum Government liability if the order is terminated. The

"Limitation of Government Liability" clause shall be included in any undefinitized order.

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph (f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the Government has obligated fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the

Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the

Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

(g) Initial Spares. The limitations set forth in paragraph (c) and subparagraphs (e)(2), (f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of initial spares.

(h) Terminal Date for Placement of Orders. The Contractor shall not be obligated to accept any orders placed hereunder beyond 180 days after delivery of the last end item.

(i) Segregation of Costs. The Contractor shall segregate the costs of performance of each undefinitized order from the cost of any other work performed by the Contractor.

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 Construction, submarine air systems, level I systems per NAVSEA Publication

0948-LP-045-7010, NAVSEA Material Control Standard, or the submarine safety program (SUBSAFE) surfaces during maintenance or repair. Such hardware is designated as mercury-free. The Contractor shall ensure that all other hardware that could be structurally degraded by contamination with elemental mercury or reactive mercury compounds is separated from it by sufficient distance, or boundaries of containment that effectively prevents contact in all but the most extreme circumstances.

(5) The Contractor shall check any hardware surfaces in the above systems which are known or suspected to have come in contact with mercury or mercury compounds for evidence of structural degradation and external mercury contamination. The existence of external mercury contamination can be determined following MIL-STD-2041D entitled Control of Detrimental Materials.

(6) The presence of mercury in a product may be determined by checking product labeling on material safety data sheets or safety data sheets. Chemical analysis is not required.

(7) The Contractor shall dispose of any mercury and mercury compounds in accordance with OPNAV

Manual (OPNAV M-5090.1) entitled Environmental Readiness Program Manual of 10 January 2014.

(8) If the use of mercury or mercury compounds cannot be avoided, a risk assessment and waiver request, if required, must be performed and submitted per the NAVSEA Hazardous Material Avoidance Process (T9070-AL-

DPC-020/077-2). For systems covered by the NAVSEA Manual NAVSEA 0989-064-3000 entitled Cleanliness

Requirements for Nuclear Propulsion Plant Maintenance and Construction, submit the risk assessment and waiver request, if required to Nuclear Propulsion (NAVSEA 08).

(c) In all cases where mercury or a mercury compound has contacted hardware surfaces required to be mercury-free the Contractor shall immediately provide a report to the NAVSEA Dry Environmental Systems and Hazardous

Materials (NAVSEA 05P5) via the cognizant contract administration safety office. Reports concerning systems covered by NAVSEA Manual 0989-064-3000 must include NAVSEA Nuclear Propulsion Directorate (SEA 08) in the distribution. Reports must be in letter form and include the date and details of the contact, the surfaces contacted, the recovery actions taken, and the status of the affected surfaces.

C-227-H006 DATA REQUIREMENTS (NAVSEA) (OCT 2018)

The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form

1423, Exhibit(s) , attached hereto.

C-227-H007 SOFTWARE DEVELOPMENT REQUIREMENTS (NAVSEA) (OCT 2018)

(a) The contractor shall define a general Software Development Plan (SDP) appropriate for the computer software effort to be performed under this contract. The SDP shall be delivered to the Government for concurrence under

CDRL and shall not vary significantly from that proposed to the Government for evaluation for award. The contractor shall follow the Government concurred with SDP for all computer software to be developed or maintained under this effort. Any changes, modifications, additions or substitutions to the SDP also require prior

Government concurrence.

(b) The SDP shall, at a minimum:

(1) Define the contractor's proposed life cycle model and the processes used as a part of that model. In this context, the term "life cycle model" is as defined in IEEE Std. 12207:2017;

(2) Contain the information defined by ISO/IEC/IEEE 15289:2017, section 7.3 “Plan - generic content” and

Table 2 “Mapping of ISO/IEC 12207:2008 (IEEE Std. 12207:2008) Clauses to Information Items for Each Software

Life Cycle Process.” In all cases, the level of detail shall be sufficient to define all software development processes, activities, and tasks to be conducted for this contract;

(3) Identify the specific standards, methods, tools, actions, strategies, and responsibilities associated with development and qualification;

(4) Document all processes applicable to the system to be acquired, including the Primary, Supporting, and

Organizational life cycle processes as defined by IEEE Std. 12207:2017 as appropriate. Such processes shall be equivalent to those articulated by CMMI®;

(5) Adhere to the characteristics defined in ISO/IEC/IEEE 15289:2017 section 6.1 “Life-cycle data characteristics,” as appropriate;

(6) Be in accordance with the framework defined in IEEE Std. 12207:2017, including, but not limited to, defining the processes, the activities to be performed as a part of the processes, the tasks which support the activities, and the techniques and tools to be used to perform the tasks;

(7) Contain a level of information sufficient to allow the use of the SDP as the full guidance for the developers. In accordance with ISO/IEC/IEEE 15289:2017 Section 7.3, such information shall at a minimum contain, specific standards, methods, tools, actions, reuse strategy, and responsibility associated with the development and qualification of all requirements, including safety and security.

C-227-H008 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA) (DEC 2018)

(a) The contractor shall actively participate in the Government Industry Data Exchange Program in accordance with the GIDEP Operations Manual, S0300-BT-PRO-010. The contractor shall submit information concerning critical or major nonconformances, as defined in FAR 46.407/DFARS 246.407, to the GIDEP information system.

(b) The contractor shall insert paragraph (a) of this clause in any subcontract when deemed necessary. When so inserted, the word "contractor" shall be changed to "subcontractor."

(c) The contractor shall, when it elects not to insert paragraph (a) in a subcontract, provide the subcontractor any

GIDEP data which may be pertinent to items of its manufacture and verify that the subcontractor utilizes any such data.

(d) The contractor shall, whether it elects to insert paragraph (a) in a subcontract or not, verify that the subcontractor utilizes and provides feedback on any GIDEP data that may be pertinent to items of its manufacture."

(e) GIDEP materials, software and information are available without charge from:

GIDEP Operations Center

P.O. Box 8000

Corona, CA 92878-8000

Phone: (951) 898-3207

FAX: (951) 898-3250

Internet: http://www.gidep.org

C-227-H009 ACCESS TO DATA OR COMPUTER SOFTWARE WITH RESTRICTIVE MARKINGS (NAVSEA)

(JAN 2019)

(a) Performance under this contract may require that the Contractor have access to technical data, computer software, or other sensitive data of another party that contains restrictive markings. If access to such data or software is required or to be provided, the Contractor shall enter into a written agreement with such party prior to gaining access to such data or software.