N00024-20-R-6119 CONFORMED Amend 1 020320.pdf

23 Mar 2020 2:00PM See Section L

CODE

(Hour)

PAGE(S)

until local time

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A X B X C X D

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G F 132 - 137

138 - 176 X H 177 - 191

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)

1 191

(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 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 - 49

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

50 - 68 69 - 72

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

73 - 77 78 - 84 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 85 - 98 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 99 - 102 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 INITEM

24. ADMINISTERED BY (If other than Item 7) CODE 25. PAYMENT WILL BE MADE BY CODE

PART IV - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

103 - 129

PART II - CONTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD, DC 20376-2030

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

130 - 131

6. REQUISITION/PURCHASE NO. 5. DATE ISSUED

21 Jan 2020

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002420R6119

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Number

50,000 Hours

Engineering and Technical Services

CPIF

Base Year (FY21) See Notes A and F

FOB: Origin (Shipping Point)

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

Lot

Incidental Material for CLIN 0001

COST

Base Year (FY21) Estimated Cost including all overheads: $400,000 See Notes B and F

ESTIMATED COST

Travel for CLIN 0001

COST

Base Year (FY21) Estimated Cost including all overheads: $60,000 See Notes B and F

Each

Major Material for CLIN 0001

CPFF

Base Year (FY21) Estimated Cost and Fee: $750,000 See Note F

FIXED FEE

TOTAL EST COST + FEE

OPTION Orders

CPIF

Estimated Cost and Fee: $3,000,000 The Ordering period for this CLIN is for the duration of the contract.

This CLIN is for informational purposes only, and all prices should be at the priced SLINs.

See Notes C, F and G

OPTION Orders

FFP

Estimated Cost and Fee: $3,000,000 The Ordering period for this CLIN is for the duration of the contract.

This CLIN is for informational purposes only, and all prices should be at the priced SLINs.

See Notes C, F and G

NET AMT

1 Each

OPTION TI22 CAC Engineering Development Model

CPIF

TI22 CAC Engineering Development Model for SSGN and LOS ANGELES Base Year (FY21) See Notes F and G

OPTION TI22 CAC Kit LLM for CLIN 0105

CPIF

TI22 CAC Kit Long Lead Material for CLIN 0105 Base Year (FY21) Stepladder cost for each quantity is provided in Attachment 7.

See Notes E, F and G

OPTION TI22 CAC Spares LLM for CLIN 0106

CPIF

TI22 CAC Spares Long Lead Material for CLIN 0106 Base Year (FY21) Stepladder cost for each quantity is provided in Attachment 7.

1 Lot

Data Data for Items 0001 through 0009, and (if options are exercised) Items 0101 through 0804 See Note H

NOT SEPARATELY PRICED (NSP)

The delivery dates are in accordance with applicable CDRL.

OPTION Data Rights Buy-Out

FFP

Data Rights/ Licenses See Notes F, G and I FOB: Destination

TI22 CAC First Article Testing

CPIF

First Article Test for SSGN and LOS ANGELES Base Year (FY21) See Notes D, F and G

OPTION Engineering and Technical Services

CPIF

Option Year 1 (FY22) See Notes A, F and G

OPTION Incidental Material for CLIN 0101

COST

Option Year 1 (FY22) Estimated Cost including all overheads: $400,000 See Notes B, F and G

OPTION Travel for CLIN 0101

COST

Option Year 1 (FY22) Estimated Cost including all overheads: $60,000

OPTION Major Material for CLIN 0101

CPFF

Option Year 1 (FY22) Estimated Cost and Fee: $750,000

OPTION TI22 CAC Kit

CPIF

TI22 CAC Kit for SSGN and LOS ANGELES Option Year 1 (FY22) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI22 CAC Spares

CPIF

TI22 CAC Spares for SSGN and LOS ANGELES Option Year 1 (FY22) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI22 CAC Kit LLM for CLIN 0205

CPIF

TI22 CAC Kit Long Lead Material for CLIN 0205 Option Year 1 (FY22) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI22 CAC Spares LLM for CLIN 0206

CPIF

TI22 CAC Spares Long Lead Material for CLIN 0206 Option Year 1 (FY22) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 2 (FY23)

OPTION Incidental Material for CLIN 0201

COST

Option Year 2 (FY23) Estimated Cost: $400,000

OPTION Travel for CLIN 0201

COST

Option Year 2 (FY23) Estimated Cost including all overheads: $60,000

OPTION Major Material for CLIN 0201

CPFF

Option Year 2 (FY23) Estimated Cost and Fee: $750,000

CPIF

TI22 CAC Kit for SSGN and LOS ANGELES Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

TI22 CAC Spares for SSGN and LOS ANGELES Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI22 CAC Kit LLM for CLIN 0305

FFP

TI22 CAC Kit Long Lead Material for CLIN 0305 Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI22 CAC Spares LLM for CLIN 0306

CPIF

TI22 CAC Spares Long Lead Material for CLIN 0306 Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Kit LLM for CLIN 0307

CPIF

TI24 CAC Kit Long Lead Material for CLIN 0307 Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Spares LLM for CLIN 0308

CPIF

TI24 CAC Spares Long Lead Material for CLIN 0308 Option Year 2 (FY23) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 3 (FY24)

OPTION Incidental Material for CLIN 0301

COST

Option Year 3 (FY24) Estimated Cost including all overheads: $410,000

OPTION Travel for CLIN 0301

COST

Option Year 3 (FY24) Estimated Cost including all overheads: $60,000

OPTION Major Material for CLIN 0301

CPFF

Option Year 3 (FY24) Estimated Cost and Fee: $750,000 See Note F and G

CPIF

TI22 CAC Kit for SSGN and LOS ANGELES Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

TI22 CAC Spares for SSGN and LOS ANGELES Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Kit

CPIF

TI24 CAC Kit for SSGN and LOS ANGELES Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Spares

CPIF

TI24 CAC Spares for SSGN and LOS ANGELES Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Kit LLM for CLIN 0405

CPIF

TI24 CAC Kit Long Lead Material for CLIN 0405 Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Spares LLM for CLIN 0406

CPIF

TI24 CAC Spares Long Lead Material for CLIN 0406 Option Year 3 (FY24) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 4 (FY25)

OPTION Incidental Material for CLIN 0401

COST

Option Year 4 (FY25) Estimated Cost including all overheads: $450,000

OPTION Travel for CLIN 0401

COST

Option Year 4 (FY25) Estimated Cost: $65,000

OPTION Major Material for CLIN 0401

CPFF

Option Year 4 (FY25) Estimated Cost and Fee: $750,000

OPTION TI24 CAC Kit

CPIF

TI24 CAC Kit for SSGN and LOS ANGELES Option Year 4 (FY25) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI24 CAC Spares

CPIF

TI24 CAC Spares for SSGN and LOS ANGELES Option Year 4 (FY25) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Kit LLM for CLIN 0505

CPIF

TI26 CAC Kit Long Lead Material for CLIN 0505 Option Year 4 (FY25) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Spares LLM for CLIN 0506

CPIF

TI26 CAC Spares Long Lead Material for CLIN 0506 Option Year 4 (FY25) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 5 (FY26)

OPTION Incidental Material for CLIN 0501

COST

Option Year 5 (FY26) Estimated Cost including all overhead: $450,000

OPTION Travel for CLIN 0501

COST

Option Year 5 (FY26) Estimated Cost including all overhead: $65,000

OPTION Major Material for CLIN 0501

CPFF

Option Year 5 (FY26) Estimated Cost and Fee: $750,000

OPTION TI26 CAC Kit

CPIF

TI26 CAC Kit for SSGN and LOS ANGELES Option Year 5 (FY26) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Spares

CPIF

TI26 CAC Spares for SSGN and LOS ANGELES Option Year 5 (FY26) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Kit LLM for CLIN 0605

CPIF

TI26 CAC Kit Long Lead Material for CLIN 0605 Option Year 5 (FY26) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Spares LLM for CLIN 0606

CPIF

TI26 CAC Spares Long Lead Material for CLIN 0606 Option Year 5 (FY26) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 6 (FY27)

OPTION Incidental Material for CLIN 0601

COST

Option Year 6 (FY27) Estimated Cost including all overheads: $450,000

OPTION Travel for CLIN 0601

COST

Option Year 6 (FY27) Estimated Cost including all overheads: $65,000

OPTION Major Material for CLIN 0601

CPFF

Option Year 6 (FY27) Estimated Cost and Fee: $750,000

CPIF

TI26 CAC Kit for SSGN and LOS ANGELES Option Year 6 (FY27) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

TI26 CAC Spares for SSGN and LOS ANGELES Option Year 6 (FY27) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Kit LLM for CLIN 0705

CPIF

TI26 CAC Kit Long Lead Material for CLIN 0705 Option Year 6 (FY27) Stepladder cost for each quantity is provided in Attachment 7.

OPTION TI26 CAC Spares LLM for CLIN 0706

CPIF

TI26 CAC Spares Long Lead Material for CLIN 0706 Option Year 6 (FY27) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

Option Year 7 (FY28)

OPTION Incidental Material for CLIN 0701

COST

Option Year 7 (FY28) Estimated Cost including all overheads: $470,000

OPTION Travel for CLIN 0701

COST

Option Year 7 (FY28) Estimated Cost including all overhead: $70,000

OPTION Major Material for CLIN 0701

CPFF

Option Year 7 (FY28) Estimated Cost and Fee: $750,000

CPIF

TI26 CAC Kit for SSGN and LOS ANGELES Option Year 7 (FY28) Stepladder cost for each quantity is provided in Attachment 7.

CPIF

TI26 CAC Spares for SSGN and LOS ANGELES Option Year 7 (FY28) Stepladder cost for each quantity is provided in Attachment 7.

20,000 Hours

CPIF

Option Year 8 (FY29)

OPTION Incidental Material for CLIN 0801

COST

Option Year 8 (FY29) Estimated Cost including all overheads: $200,000

OPTION Travel for CLIN 0801

COST

Option Year 8 (FY29) Estimated Cost including all overheads: $30,000

OPTION Major Material for CLIN 0801

CPFF

Option Year 8 (FY29) Estimated Cost and Fee: $750,000

NOTE A

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.

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 CPIF ENGINEERING SERVICES ITEMS**

ITEM HOURS

TARGET

COST

(TC)*

TC HOURLY

RATE

TARGET

FEE (TF)

TF HOURLY

RATE

TOTAL TARGET

AMOUNT

0001 50,000 0101 50,000 0201 50,000 0301 50,000 0401 50,000 0501 50,000 0601 50,000 0701 50,000 0801 20,000

* The Target Cost amount shown above includes Cost of Money; however, the Target Fee potential calculation excluded Cost of Money.

** Offeror shall insert the applicable rates in accordance with their offer

NOTE B

Incidental material and travel 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.

Incidental material shall include all hardware, software and other material needed to maintain or upgrade the Contractor’s development, integration and test facilities to enable the Contractor to perform under the Engineering Services efforts for the duration of the contract.

NOTE C

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

NOTE D

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 0012 will become an option. In the event First Article is required, CLINs 0001, 0002, and 0003 will become options and CLIN 0012 will be the only CLIN funded at the time of award.

NOTE E

Offeror shall propose pricing for each stepladder quantity identified in Attachment 7. Long Lead Material refers to material that has more than 9 months long lead time for procurement.

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 7.

NOTE F

The overall ceiling for this contract is $TBD as follows:

Description CLINs Ceiling Value Engineering and Technical Services

0001 - 0004, 0010, and if options are exercised;

0101 - 0104, 0201 - 0204, 0301 - 0304, 0401

- 0404, 0501 - 0504, 0601 - 0604, 0701 - 0704, and 0801 - 0804

$TBD

Orders 0005 and 0006 $TBD Production 0007 - 0009, and if options are exercised;

0105 - 0108; 0205 - 0210; 0305 - 0310;

0405 - 0408; 0505 - 0508; 0605 - 0608; and 0705 - 0706

$TBD

Data Rights 0011 $TBD First Article Testing 0012 $TBD Overall Ceiling $TBD

NOTE G

Option Item to which the option clause in Section I entitled “OPTION TO EXTEND THE TERM OF THE CONTRACT” applies and which is to be supplied only if and to the extent said Option is exercised.

NOTE H

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 I

Applicable to CLIN 0011 – 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 M 3.1 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 8B, 9B, 10B and 11B.

CLAUSES INCORPORATED BY FULL TEXT

B-215-H002 REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA) (OCT 2018)

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

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

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

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

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

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

(e) If agreement pursuant to paragraph (d) above cannot be reached, and the Navy's return of the new or unused item to the Contractor is practical, the Navy, subject to the Contractor's agreement, may elect to return the item to the Contractor.

Upon return of the item to its original point of Government acceptance, the Contractor shall refund in full the price paid.

If no agreement pursuant to paragraph (d) above is reached, and return of the item by the Navy is impractical, the Contracting Officer may, with the approval of the Head of the Contracting Activity, issue a Contracting Officer's final decision on the matter, subject to Contractor appeal as provided in the "Disputes" clause (FAR 52.233-1).

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

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

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

(End of text)

Applicable CLINs: 0009, 0106, 0108, 0206, 0208, 0306, 0308, 0406, 0408, 0506, 0508, 0606, 0608, 0706

B-227-H001 PROVISIONING TECHNICAL DOCUMENTATION – WITHHOLDING OF PAYMENT

(NAVSEA) (OCT 2018)

(a) For the purpose of paragraph (c) of the "Progress Payments" clause of this contract, if included, the requirement that the Contractor develop and deliver Provisioning Technical Documentation (PTD) is considered to be a "material requirement of this contract," and Contractor failure to make adequate progress in the development of PTD, or to deliver acceptable PTD on a timely basis, may result in reduction or suspension of Progress Payments as provided in said paragraph.

(b) The PTD is considered to be a part of the "Technical Data" specified to be delivered under this contract for the purposes of the "Technical Data--Withholding of Payment" (DFARS 252.227-7030) clause. The terms and conditions of the clause entitled "Limitation On Withholding of Payments (FAR 52.232-9), if included in this contract, shall not apply to withholding of payment for failure to make timely delivery of the PTD or delivery of deficient PTD.

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: 0003, 0103, 0203, 0303, 0403, 0503, 0603, 0703, 0803

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 no more than ten percent (10%) 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: 0001, 0005, 0101, 0201, 0301, 0401, 0501, 0601, 0701, 0801

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: 0004, 0005, 0104, 0204, 0304, 0404, 0504, 0604, 0704, 0804

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

National Institute of Standards and Technology Special Publication (NIST SP) 800-171 REVISION 1 For compliance with DFARS 252.204-7012, the Contractor is authorized to implement the security requirements of NIST SP 800-171 Revision 1, dated, December 2016.

ENGINEERING AND TECHNICAL SERVICES: ITEM 0001 AND (IF OPTIONS ARE EXERCISED) ITEMS

0101, 0201, 0301, 0401, 0501, 0601, 0701 AND 0801

The Contractor shall provide engineering services for the Program Executive Office (PEO) Submarines, PMS401 Program Office in accordance with Attachment 2. These services shall include but are not limited to the design, development, integration, delivery, testing, logistics support, and associated program management of products for the upgrade and/or replacement of existing cabinets and Engineering Development Model (EDM). Included are manufacturing prototypes, engineering changes and retrofit kits, and Full Rate Production (FRP) systems; the repair and refurbishment of the Common Acoustic Cabinet (CAC) systems and related equipment and data. The general objectives of these efforts shall be the development of common systems and/or common elements or components which meet the performance requirements of the various platforms, where commonality offers the greatest cost and technical benefits. All work accomplished under these Contract Line Item Numbers (CLINs) shall be done in accordance with Technical Instructions (TIs) issued from the Procuring Contracting Officer (PCO) or the Contracting Officer's Representative (COR), identified in Section G.

(a) The Contractor shall provide qualified engineer(s) to:

a. Perform engineering services tasks related to CAC and/or post-acceptance EDM. These services shall include but are not limited to modification, integration and checkout, test and evaluation, training, repairs, installation, inspection, technical issues resolution, trade studies, engineering change development, documentation, and logistics analyses.

b. Identify and incorporate software and hardware enhancements using emerging technologies, when feasible.

(b) The Contractor is responsible for the adequacy and accuracy of the system design to ensure the design meets the requirements specified by the applicable Technical Instructions (TIs).

(c) Under these CLINs, the Contractor will accumulate costs incurred by the prime contractor for all direct and indirect (1) labor costs for engineering services; (2) Subcontracts; and (3) Consultants.

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

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

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

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

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

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

(e) The engineering services shall be performed within the limits, if any, as to place(s) and period(s) specified therefor, as authorized by the Contracting Officer’s Representative (COR) in Section G.

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

(g) Travel time necessary for performance of such services shall be included in computing the man days of service.

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

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

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

(j) In the event the Government does not designate time(s) and place(s) sufficient for performance of the total quantity of engineering services set forth in the Schedule within the period(s) provided therefor, those services not furnished shall be deemed to be terminated for the convenience of the Government at no cost to the Government.

Such termination shall be evidenced by a written document signed by the Contracting Officer and mailed or otherwise furnished to the contractor.

INCIDENTAL MATERIAL AND TRAVEL: ITEMS 0002 AND 0003 AND (IF OPTIONS ARE EXERCISED) ITEMS 0102, 0103, 0202, 0203, 0302, 0303, 0402, 0403, 0502, 0503, 0602, 0603, 0702, 0703, 0802 AND 0803

The Contractor shall provide incidental materials supplies and travel necessary for the completion of Technical Instructions (TIs) issued in accordance with the Special Contract Requirement entitled "Technical Instructions" within the Government’s estimated amount. The Contractor shall be reimbursed for actual, allowable and allocable costs less any discounts taken, plus applicable burdens, incurred in the performance of these items in support of the related engineering services item(s).

MAJOR MATERIAL: ITEM 0004 AND (IF OPTIONS ARE EXERCISED) ITEMS 0104, 0204, 0304, 0404, 0504, 0604, 0704 AND 0804

(a) The Contractor shall be reimbursed for its reasonable actual Lab hardware procurement costs with a Fixed Fee amount of no more than five percent (5%) when specifically tasked in individual Technical Instructions incurred in the performance of the related engineering services item(s) in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs accepted by the cognizant DCAA.

ORDERS (CPIF): ITEM 0005

The contractor shall furnish CPIF supplies under items specified in Section B of the Schedule in accordance with the detailed specifications or requirements set forth in orders issued by the Contracting Officer in accordance with the special contract requirement(s) of this contract entitled “ORDERS”.

ORDERS (FFP): ITEM 0006

The contractor shall furnish FFP supplies under items specified in Section B of the Schedule in accordance with the detailed specifications or requirements set forth in orders issued by the Contracting Officer in accordance with the special contract requirement(s) of this contract entitled “ORDERS”.

TI22 COMMON ACOUSTIC CABINET (CAC) ENGINEERING DEVELOPMENT MODEL (EDM): OPTION

ITEM 0007

The Contractor shall use the Government-furnished enclosure to modify, develop, and build the CAC TI22 EDM in accordance with the requirements of Attachment 2, Exhibit A, and Attachment 3. The Contractor shall participate in the A-RCI Technology Insertion (TI) Integrated Product Team (IPT). The Contractor shall produce one EDM configuration capable of supporting Fat-Line Towed Bodies (TB-16/34) and Thin-Line Towed Bodies (TB- 23/29/29A) on SSGN and LOS ANGELES Class Submarines.

The delivery and acceptance of the EDM shall be contingent on successful completion of qualification and acceptance testing. The Contractor shall notify the Government one week prior to start of any test event during First Article Testing. The First Article unit shall meet or exceed the performance and environmental requirements provided in Attachment 3. The data to be furnished hereunder shall be prepared by the Contractor in accordance with CDRL A00S (First Article Qualification Test Plan and Procedures) and CDRL A00U (Test/Inspection Report).

The accepted TI22 CAC EDM under this Item shall serve as the TI22 production design baseline for the SSGN and LOS ANGELES Class Submarines.

TI22, TI24 AND TI26 CAC KIT LONG LEAD MATERIAL FOR SSGN AND LOS ANGELES: ITEM 0008 AND (IF OPTIONS ARE EXERCISED) ITEMS 0107, 0207, 0209, 0309, 0407, 0507, AND 0607

The Contractor shall procure the Long Lead Material for the TI22, TI24 and TI26 CAC Kits the year prior to Kit production in order to meet installation schedule requirements. Long Lead Material refers to material that has more than 9 months long lead time for procurement.

TI22, TI24 AND TI26 CAC SPARES LONG LEAD MATERIAL FOR SSGN AND LOS ANGELES: ITEM 0009 AND (IF OPTIONS ARE EXERCISED) ITEMS 0108, 0208, 0210, 0310, 0408, 0508, AND 0608

The Contractor shall procure the Long Lead Material for the TI22, TI24 and TI26 CAC Spares the year prior to Spares production in order to meet installation schedule requirements. Long Lead Material refers to material that has more than 9 months long lead time for procurement.

DATA REQUIREMENTS: ITEM 0010

The data to be furnished hereunder shall be prepared by the Contractor in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit A, attached hereto.

DATA RIGHTS: 0011

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 8A, 9A, 10A and 11A. Following option exercise, the Contractor shall deliver all future data submittals with markings and legends consistent with the rights furnished hereunder.

TI22 COMMON ACOUSTIC CABINET (CAC) FIRST ARTICLE TEST: ITEM 0012

The Contractor shall notify the Government one week prior to start of any test event during First Article Testing.

The First Article unit shall meet or exceed the performance and environmental requirements provided in Attachment

3. The data to be furnished hereunder shall be prepared by the Contractor in accordance with CDRL A00S (First Article Qualification Test Plan and Procedures) and CDRL A00U (Test/Inspection Report).

TI22, TI24 AND TI26 CAC KIT FOR SSGN AND LOS ANGELES: (IF OPTIONS ARE EXERCISED) ITEMS

0105, 0205, 0305, 0307, 0405, 0505, 0605 AND 0705

The Contractor shall produce the CAC capable of supporting Fat-Line Towed Bodies (TB- 16/34) and Thin-Line Towed Bodies (TB-23/29/29a) on SSGN and LOS ANGELES Class Submarines. The CAC production kits shall meet the requirements of Attachment 2, Exhibit A, and Attachment 3. The delivery and acceptance of the CAC production kits shall be contingent on successful completion of the Final Acceptance Test.

The Contractor shall procure, build, test and deliver the supplies and/or services necessary to accomplish the scope of work. This is to include but not limited to the following:

a. Production kits.

b. The CAC and drawers must be wired and connectorized in a manner which facilitates minimal effort to upgrade a CAC. To the maximum extent possible, connectors should not need to be replaced, nor should backpanels need to be rewired to upgrade a CAC.

TI22, TI24, and TI26 CAC material shall be delivered and packaged as a kit to support shipboard kit installation.

All TI22, TI24, and TI26 upgrade platforms have existing enclosure Multi-Purpose Processor (MPP) or CAC cabinet designs that incorporate the ability to remove the cabling Input/Output (I/O) panels from the inside of the cabinet doghouse, precluding the need to move or relocate the cabinet. Shipboard CAC installations shall re-use cabinet parts identified below. All other CAC material is the responsibility of the contractor.

The following shipboard unit 4011 cabinet items shall be re-used as installed onboard the upgrade platform:

• Unit 4011, Cabinet, Front Half

• Unit 4011, Cabinet, Rear Half

• Unit 4011, Cabinet Front and Rear Half attachment hardware

• Unit 4011, Doghouse and attachment hardware minus the I/O panels

• Unit 4011, Stabilizer plate and attachment hardware

• Unit 4011, Deck Mount Plate and Isolators

• Unit 4011, Upper Stabilizers

• Unit 4011, Cooling water supply and return union fittings and sealing washers

The contractor shall design and build CAC Test and Sell-off Structures (TSS) to support kit sell-off and prime integrator testing. The TSS shall be representative of a shipboard cabinet to include power and cooling water necessary to test the kitted material as an integrated cabinet. The number of TSS required will be determined by the contractor, incorporating the quantity required to support subcontractor production requirements and one TSS to support AN/BQQ-10 sonar prime integrator cabinet testing.

The Contractor shall integrate contractor furnished hardware/software with the Government-furnished Multipurpose Processor (MPP) Common Equipment Cabinet (CEC) as identified in Attachment 6. The Contractor shall use the Government furnished materials for the purposes of developing and integrating changes to the baseline. The Contractor shall deliver revised documentation to identify changes to baseline configurations in accordance with

CDRL A012.

The Contractor shall incorporate hardware enhancements using emerging technologies, when feasible. When engineering changes are incorporated into production units, the Contractor is required to conduct Design Verification Tests and supportability analysis and provide updated source data to support the enhancements, as identified in the Attachment 2. The Contractor shall identify and incorporate Technology Insertion (TI) modifications into the CAC product consistent with the Technology Insertion baseline from the A-RCI TI IPT. The availability of these fully documented TI baselines shall support the required production and delivery of these Technology Insertion systems.

TI22, TI24 AND TI26 CAC SPARES FOR SSGN AND LOS ANGELES: (IF OPTIONS ARE EXERCISED)

ITEMS 0106, 0206, 0306, 0308, 0406, 0506, 0606 AND 0706

Spares shall be identified by Performance Based Logistics (PBL) and the TIGER model prediction. The Contractor shall perform TIGER model prediction for a NAVY Sheltered environment (as approved by NAVSEA) to define the spares complement for the proposed design. The Contractor shall build, test, and deliver CAC spares. System performance shall be greater than or equal to the requirements identified in the Attachment 3.

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.

CLAUSES INCORPORATED BY REFERENCE

C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR

OFFICIAL CONTRACT FILES (NAVSEA) (OCT 2018)

OCT 2018

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-209-H002 FIRST ARTICLE (GOVERNMENT 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.

The First Article shall not be delivered for first article approval tests as provided for in the clause of this contract entitled "First Article Approval--Government Testing" (FAR 52.209-4) until after the Contractor has fully tested it, at its expense, to determine compliance with said requirements.

(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--Government Testing", the First Article shall not be delivered as part of the production quantity.

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-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…