conform copy of Solicitation thru Amendment 0003.pdf

CODE

(Hour)

PAGE(S)

until 02:00 PM local time 31 May 2024

X

A

X B

X C X D

EX

X

G

F 121 - 127

128 - 168

X H 169 - 178 michael.j .ravnitzky .civ@us.navy .mil

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 1 178

(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)

MICHAEL J RAVNITZKY 202-781-3192

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 16

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

17 - 66

67 - 69

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

70 - 73

74 - 76 X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 77 - 86 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 87 - 92 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

93 - 118

PART II - CO NTRACT CLAUSES

NAVAL SEA SYSTEMS COMMAND (HQ)

1333 ISAAC HULL AVE SE

WASHINGTON NAVY YARD DC 20376-2050

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

119 - 120

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

05 Apr 2024

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0002424R6203

Section B - Supplies or Services and Prices

NOTES

NOTE A

The Hours shown in Contract Line Item Number (CLIN) 0001 and (if option is exercised) CLIN 1001 are notional ceiling values. The Government will issue Delivery Orders to fund these items as needed during contract performance in accordance with the Note E CLIN 0001 and CLIN 1001 composite rates. The Government will issue

Technical Instructions (TIs) with the Delivery Order in accordance with Section C text, NAVSEA C-242-H003, TECHNICAL INSTRUCTIONS. The Contractor shall not perform any effort under CLINs 0001 and 1001 until and unless tasked by the Government. However, during execution of this Indefinite Delivery Indefinite Quantity (IDIQ) if the Government determines more hours are needed than the number of hours listed in Section B for CLINs 0001 and 1001 the Government may utilize the available ceiling up to the Maximum Ceiling Amount identified in Note G and utilize the composite rates in Note E.

NOTE B

The Government will issue Delivery Orders to fund this item as needed during contract performance. Incidental material and travel costs incurred by the Contractor during the performance of this contract shall be reimbursed to the Contractor at cost only (no fee shall be paid on this line item). The Contractor shall receive authorization to travel via Technical Instruction (TI) that will be signed along with the Delivery Order by Contracting Officer

Representative (COR) and the Contracting Officer.

NOTE C

Periodically, Orders may be placed against CLINs 0003, 0004, 0005 and (if options are exercised) 1003, 1004, and

1005 and the cost base therefore shall be negotiated by the parties to the contract prior to establishing a price for each Order. The fee and profit percentages shall be proposed in accordance with the established percentages in Note

E.

NOTE D

The below is an example of how the CPIF CLINs will be administered at the Delivery Order level.

1. The target cost and target fee pool amounts of the contract are set forth in the below table entitled Cost and Fee

Schedule for Level of Effort Items. The final target cost and target fee pool amounts shall be based upon the actual level of effort the contractor provides as explained in paragraphs 2 through 5 of this Note D.

2. The final CPIF target cost for Item 0001 shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by Technical Instructions (TIs), under Items 0001 by the rate in the TC Hourly Rate column including cost of money, of the preceding table. The final CPIF target fee for each Item shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by TIs, under each Item by the rate in the TF Hourly Rate column of the preceding table.

3. The share ratio for the CPIF portion of the fee structure is fifty/fifty (50% Government/50% Contractor) for both underruns and overruns. The fee earned under the CPIF portion of the fee structure will be based on the total allowable cost incurred by the contractor in comparison to the final target cost for each of the aforementioned

CLINs. See paragraphs 4 and 5 of this Note D and the Incentive Fee clause (FAR 52.216-10) in Section I of this contract for further information on how the target cost and target fee are determined and the fee earned is calculated.

4. The following examples illustrate how the final target cost and target fee amounts for Item 0001 are determined and how the actual fee earned thereof is calculated (all rates used in the following examples are from the preceding table):

Example 1 – Slight Underrun

Actual Hours Worked (Not to Exceed Hours Authorized by Tis) Example: 300,000 under CLIN 0001

Actual Cost Incurred: $31,000,000 (including Cost of Money)

Rate A = $110 Rate B = $8

Final Target Cost: 300,000 X $110= $33,000,000 (including Cost of Money)

Final Target Fee: 300,000 X $8 = $2,400,000

Actual Fee earned under CPIF portion of fee structure for CLIN 0001:

$2,400,000 + (50% X ($33,000,000- $31,000,000)) =$3,400,000. Adjusted to maximum fee of $3,300,000

Total Cost plus Fee paid by Government for CLIN 0001:

$31,000,000 + 3,300,000 = $34,300,000

Example 2 – Slight Overrun

Actual Hours Worked Not to Exceed Hours Authorized by TIs. Example: 300,000 under CLIN 0001

Actual Cost Incurred: $34,000,000 (including Cost of Money)

$2,400,000 + (50% X ($33,000,000 - 34,000,000)) = $1,900,000 (Subject to the Minimum and Maximum Fees)

$34,000,000 + $1,900,000 = $35,900,000

Example 3 – Large Overrun

Actual Hours Worked Not to Exceed Hours Authorized by TIs. Example: 300,000 under CLIN 0001

Actual Cost Incurred: $37,000,000 (including Cost of Money)

$2,400,000 + (50% X ($33,000,000 - $37,000,000)) = $400,000 (Subject to the Minimum and Maximum Fees)

$37,000,000 + $400,000 = $37,400,000

5. Separate Target Fee pools have been established at the CLIN level; each Delivery Order under Item 0001, 0003, and (if options are exercised) 1001, and 1003 will have Target Fee pools further defined IAW with Note E. The

Government will complete the table at time of award. Accordingly, the cost performance on one or more of the Item cannot be used by the Contractor to offset the cost performance on one or more of other Item. If, for example, the

Contractor underruns Item 0001, this underrun cannot be used by the Contractor to offset an overrun on Item 0003.

NOTE E

The target fee percentage for CLINs 0001 and (if option are exercised) 1001 is hereby established to be ___% (to be filled in by Offeror but shall not exceed (NTE) eight-percent (8%)) and the maximum fee percentage is ___% (to be completed in by Offeror and shall be multiplied by the target cost (less FCCOM) at the establishment of each

Delivery Order.

The target fee percentage for CLINs 0003 and (if option are exercised) 1003 is hereby established to be ___% (to be filled in by Offeror but shall not exceed (NTE) eight-percent (8%)) and the maximum fee percentage is ___% (to be filled in by Offeror but shall NTE ten-percent (10%)) and shall be multiplied by the target cost (less FCCOM) at the establishment of each Delivery Order.

The minimum fee is hereby established to zero percent (0%). The share ratio for the CPIF portion of the fee structure is 50/50 (50% Government, 50% Contractor) for both underruns and overruns.

The target profit percentage for CLIN 0004 and (if option is exercised) 1004 is hereby established to be ___% (to be filled in by Offeror but shall NTE ten percent (10%)) and shall be multiplied by the target cost (less FCCOM) at the establishment of each Delivery Order. The share ratio for the FPIF structure is 50/50 (50% Government, 50%

Contractor) for both overruns and underruns from target. The ceiling price shall be 120% of target cost.

The profit percentage for CLIN 0005 and (if option is exercised) 1005 is hereby established to be ___% (to be filled in by Offeror but shall NTE ten-percent 10%)) and shall be multiplied by the cost base (less FCCOM) at the establishment of each Delivery Order.

COST AND FEE SCHEDULE FOR LEVEL OF EFFORT ITEMS

ITEM

(1)

HOURS

(2)

TARGET

COST

(TC)*

(3)

TC

HOURLY

RATE

=(2)/(1)

(4)

FEE (TF)*

(5)

TF

RATE

=(4)/(1)

(6)

TC+TF

=(3)+(5)

TOTAL

AMOUNT

=(2)+(4)

0001 1,620,000

1001 1,790,000

* The Target Cost amount shown above includes Cost of Money, however, the Target Fee calculation excludes Cost of Money. [The Contractor shall fill in this table with its proposal. – Instruction will be removed at contract award]

COMPOSITE RATE TABLE FOR CLINs 0001 and (if option is exercised) 1001

CLIN 0001 TC

Hourly Rate

TF

Hourly Rate

Fully Burdened Hourly Rate

(TC+TF)

Year 1 (PoP**: 12 Months after Contract Award)

Year 2 (PoP: 12 Months after Year 1)

Year 3 (PoP: 12 Months after Year 2)

Year 4 (PoP: 12 Months after Year 3)

Year 5 (PoP: 12 Months after Year 4)

CLIN 1001 TC

Hourly Rate

TF

Hourly Rate

Fully Burdened Hourly Rate

(TC+TF)

Year 6 (PoP: 12 Months after Year 5)

Year 7 (PoP: 12 Months after Year 6)

Year 8 (PoP: 12 Months after Year 7)

Year 9 (PoP: 12 Months after Year 8)

Year 10 (PoP: 12 Months after Year 9)

* The Target Cost (TC) Hourly Rate amount shown above includes Cost of Money, however, the Target Fee (TF) hourly Rate calculation excludes Cost of Money.

** PoP: Period of Performance

[The Contractor shall fill in this table with its proposal. – Instruction will be removed at contract award]

The Government shall retain the unilateral right to issue Delivery Orders using the hours with CLIN 0001 and (if option is exercised) CLIN 1001. In addition, the Government will utilize the composite rate table rates during the applicable time period when issuing Delivery Orders for efforts under CLIN 0001 and (if option is exercised) CLIN

1001. This table will be included in the contract. The rate provided in the table above is a composite rate inclusive of all labor categories for each year of the contract.

NOTE F

Applicable to CLIN 0007 – Technical Data / Upgrade License Rights Buy-Out - The Contractor will provide those rights which the Contractor is willing to sell.

NOTE G

The CLINs 0001, 0002, 0003, 0004, 0005 and (if options are exercised) 1001, 1002, 1003, 1004, and 1005 in

Section B have notional ceiling values. The sum of the CLINs notional ceiling value(s) in section B can be used for any of the contract type ordering CLINs for all Delivery Orders issued against this IDIQ contract but shall not exceed the maximum amount stated in the following table. The Government will issue Delivery Orders under this

IDIQ and those Delivery Orders will have its own Statement of Work (SOW) requirements pertaining specifically to that Delivery Order that aligns with Section C.

MAXIMUM AMOUNT

Total Contract Ceiling (if all options are exercised)

[The Contractor shall fill in this table with its proposed price. – Instruction will be removed at contract award]

MINIMUM GUARANTEE

The Government will issue a Delivery Order in the amount of $50,000 on the award date of the IDIQ to start development efforts for AN/BVY-1 TI-26 and that Delivery Order will satisfy the minimum Guarantee.

DELIVERY ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

The minimum quantity and order value for each Delivery Order issued shall not be less than the minimum quantity and order value stated in the following table. The maximum quantity and order value for each Delivery Order issued shall not exceed the maximum quantity and order value stated in the following table.

MINIMUM AMOUNT MAXIMUM AMOUNT

$50,000

[The Contractor shall fill in this table with its proposed price including all options. – Instruction will be removed at contract award]

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

CLIN

Number

1,620,000 Hours

IDIQ Engineering Support

CPIF

Min Fee: 0%

Share Ratio for above and below target shall be 50/50

See Notes A, D, E, & G

FOB: Origin (Shipping Point)

PSC CD: 5865

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

UNIT UNIT PRICE MAX AMOUNT

CLIN

UNDEFINED Lot

IDIQ Other Direct Cost (ODC)

COST

ODC for incidental material/travel for CLIN 0001

See Notes B & G

Total Cost Ceiling Value: $21,700,000

MAX COST

UNIT UNIT PRICE MAX AMOUNT

CLIN

IDIQ Production Hardware

CPIF

Min Fee: 0%

Target Cost Ceiling Value: $122,900,000

See Notes C, E, & G

NOTE: The requirements in DFARS 252.211-7003, Item Identification and

Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

UNIT UNIT PRICE MAX AMOUNT

CLIN

FPI

Target Cost Ceiling Value: $23,700,000

Share Ratio for above and below target shall be 50/50

Ceiling Percentage shall be 120% unique identification or a DoD recognized unique identification equivalent.

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

CLIN

FFP

Target Cost Ceiling Value (this does not include profit): $14,100,000 unique identification or a DoD recognized unique identification equivalent.

MAX

NET AMT

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

1 Lot

Data

Not Separately Priced (NSP) Data for CLINs 0001-0005 and 1001-1005

FOB: Destination

FFP

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

CLIN

Lot

OPTION Data Rights/Upgrade License Rights

FFP

Buy-Out of Data Rights/Licenses

See Note F

SOW paragraph 3.1.5

FOB: Destination

UNIT UNIT PRICE MAX AMOUNT

CLIN

1,790,000 Hours

OPTION IDIQ Engineering Support

CPIF

Min Fee: 0%

See Notes A, D, E, & G

UNIT UNIT PRICE MAX AMOUNT

CLIN

OPTION IDIQ Other Direct Cost (ODC)

COST

ODC for incidental material/travel for CLIN 0001

See Notes B & G

Total Cost Ceiling Value: $23,900,000

MAX COST

UNIT UNIT PRICE MAX AMOUNT

CLIN

OPTION IDIQ Production Hardware

CPIF

Min Fee: 0%

Target Cost Ceiling Value: $216,600,000 unique identification or a DoD recognized unique identification equivalent.

UNIT UNIT PRICE MAX AMOUNT

CLIN

FPI

Target Cost Ceiling Value: $23,700,000

Share Ratio for above and below target shall be 50/50

Ceiling Percentage shall be 120%

See Notes C, E, & G

NOTE: The requirements in DFARS 252.211-7003, Item Identification and unique identification or a DoD recognized unique identification equivalent.

TARGET PROFIT

TOTAL TARGET PRICE

CEILING PRICE

UNIT UNIT PRICE MAX AMOUNT

CLIN

FFP

Target Cost Ceiling Value (this does not include profit): $16,200,000 unique identification or a DoD recognized unique identification equivalent.

MINIMUM FEE UNDEFINED

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)

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.

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 TBD percent (TBD%) 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.

(End of Text)

Applicable CLINs: 0003, 1003

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

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

(b) The Government shall make payments to the Contractor, subject to and per the clause in this contract entitled "Fixed

Fee" (FAR 52.216-8) or "Incentive Fee", (FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "Allowable Cost and Payment" (FAR 52.216-7), subject to the withholding terms and conditions of the "Fixed Fee" or "Incentive Fee" clause, as applicable. Fee paid per hour shall be based on total fee dollars divided by total hours to be provided. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

Applicable CLINs: 0001, 1001

CLAUSES INCORPORATED BY FULL TEXT

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

STATEMENT OF WORK

FOR

AN/BVY-1 INTEGRATED SUBMARINE IMAGING SYSTEM (ISIS)

1.0 SCOPE

This Statement of Work (SOW) defines the efforts required for the program management, engineering, software development, logistics, configuration management, hardware and software integration (including material procurement or fabrication, and integration of Government-Furnished Property (GFP), as applicable), test, evaluation, and installation of the Integrated Submarine Imaging System (ISIS). The AN/BVY-1 ISIS is designated for all in-service and new construction submarines.

The work shall be performed as specified in the Contract Schedule or as identified in individual Technical

Instructions (TIs). This procurement specifically includes the following:

Provide “end-to-end” system engineering development, integration, test, and life cycle support for the ISIS.

Incrementally develop ISIS platform configuration to host the various platforms, as applicable. The initial delivery of each platform configuration will include all baseline engineering documentation, product lists, logistics support products, curriculum and support materials, spares and installation and checkout spares as necessary to provide the “as developed” product support, including Trainers.

Support the management and oversight of system level test and evaluation plans as part of Command, Control Communications, Computers, Combat and Intelligence (C5I) system platform integration design/build team for all platform variants.

Define and depict the optimum balance of simulation and stimulation equipment needed to execute subsystem level testing and integration.

Define the interface baseline including all requirements necessary to connect to the Submarine Warfare

Federated Tactical System (SWFTS) network and share information.

Participate in the integration efforts including technology refresh/insertion planning and post-subsystem validation testing and integrations across SWFTS boundaries.

Support platform level Installation and Checkout planning requirements, including participation in

Installation IPT, Modernization Plan and various reviews and working group meetings.

Develop source material for Logistics Data, Interactive Electronic Technical Manual (IETM), Interactive

Courseware (ICW)/Computer Based Training (CBT) and Interactive Multimedia Instruction (IMI) using common authoring systems and formats to allow for efficient integration with SWFTS. This includes integrating source material as delivered by the interfacing shipboard subsystems contractors for integration for a complete ISIS delivery.

Support installation, field integration, repair and refurbishment efforts, as required.

Procure spares/repair parts, technology refresh/insertion kits, pre-production/production hardware, engineering change kits and associated hardware including spares.

1.1 Navy Organization & Sponsors

Program Executive Officer, Undersea Warfare System (PEO UWS) is the acquisition executive for this procurement. The PMS435 Submarine Imaging and Electronic Warfare Systems Program Office is responsible for the acquisition, development, production, fleet introduction and support of the ISIS for all classes of Submarines and appropriate Joint Program Office efforts. The collaborative development environment has applicability to all Navy

Combat Systems processing environments for all host platforms and classes of ships for both US and allied forces for those common processing elements.

1.2 Program Background

In a joint collaborative development environment, the Submarine Combat Systems Program Office (PMS425) and

Program Executive Officer, Integrated Warfare System (PEO IWS5) Advanced Science and Technology Office

(ASTO) established a Combat Systems Research and Development (R&D) Model to facilitate the rapid transition of

Advanced Science and Technology products to the Fleet in Certified Operational Combat Systems. This concept was first instituted in Acoustics Systems with dramatic, successful results. A pre-requisite to achieving this success was the development of an Open System Architecture Commercial-Off-The-Shelf (COTS) based “landing pad” to introduce advanced development products. Additionally, Open Business practices and processes in an Integrated

Product and Process Development (IPPD) culture were formed that would allow for streamlined cooperative development strategies and efficient transition activities to apply Advanced Development, Advanced Processing

Builds (APB) product integration with baseline systems.

Following on the success of the Acoustic Systems program, the Advanced Submarine Support Equipment Program

(ASSEP) was established to develop advanced submarine Electronic Warfare Support (ES) and Image Processing technologies to improve submarine operational effectiveness in the increasingly dense and sophisticated electromagnetic environment caused by the proliferation of complex radar, communications, and navigation equipment of potential adversaries. Specifically, improvements are necessary for submarine ES and Imaging to be effective in supporting the following mission areas: Joint Littoral Warfare, Joint Surveillance, Space and Electronic

Warfare, Intelligence Collection, Maritime Protection and Joint Strike.

Going forward, PMS435 anticipates that both PEO IWS5 ASTO and ASSEP will continue development of ES and

Imaging technologies that will be included in future APB deliveries.

1.3 The Collaborative Development Environment

A collaborative development environment among a consortium of the Contractor, Navy Program Office, Navy

Laboratories, Academia, and other industry partners is necessary to ensure continued success of the program. In addition, support for the “Open Source Initiative” will allow for the efficient integration of improvements with the

ISIS.

Specifically, during development of advanced submarine Image Processing technologies, the Contractor shall interact with ASSEP and IWS5 and PMS435 Chief Engineer (CHENG), the SWFTS Systems Engineering

Integrated Product Team (SE-IPT) and Technology Insertion IPT (TI-IPT) for all aspects of the APB. At a minimum, this includes selection of hardware, procurement of hardware, systems engineering, software development, testing, supportability, logistics products, training, program reviews, design reviews, management of baselines, delivery, acceptance and field installation of the TI Upgrade kits across all platform configurations.

1.4 Open Systems Architecture Approach

The Government intends to procure system(s) having an Open System Architecture and corresponding components.

As part of this contract, the Contractor shall define, document, and follow an open systems approach for using modular design, standards-based interfaces, and widely-supported consensus-based standards. The Contractor shall demonstrate compliance with open systems architecture during all design reviews.

As part of an open system architecture approach, the Contractor shall identify to the Government all Commercial-

Off-the-Shelf/Non-developmental Item (COTS/NDI) components, their functionality and proposed use in the system, and provide copies of license agreements related to the use of these components for Government approval prior to use.

2.0 REFERENCED DOCUMENTS

The Contractor shall always use the latest version of the following specifications, standards, handbooks, and reference documents if marked mandatory in the table below. If a conflict exists between the stated and referenced requirements, the order of precedence shall be in accordance with FAR Clause 52.215-8.

2.1 Department of Defense (DOD) Specifications

Document Number Document Tittle Mandatory

(Y/N)

435I-BVY1-TI26

27 April 2023

Performance Specification for the TI-26 Integrated Submarine

Imaging System (ISIS)

Y

435I-BVY1-APB25

27 April 2023

Performance Specification for the APB-25 Integrated Submarine

Imaging System (ISIS)

Y

435I-BVY1-TI26 Annex

A1

ISIS Environmental Qualification Test (EQT) Requirements (Class

Specific and Common) Specification for Inboard Equipment

Y

435I-BVY1-TI26 Annex

A2

Performance Specification for the Imaging Onboard Trainer

(OBT) Capability for Non-Hull Penetrating Masts

Y

435I-BVY1-TI26-1

30 April 2023

(U) SECRET Annex to Performance Specification - System

Specification for AN/BVY-1

Y

PMS435-IMG-LPPM-13-

02 Nov 2020 Rev H

LPPM Performance Specification Y

2.2 Government Documents

Deputy Assistant Secretary of the

Navy (Logistics); DASN(L)

April 2005

Diminishing Manufacturing Sources and Material

Shortages (DMSMS) Management Plan Guidance

Y

DoD Directive 8140.01

5 October 2020

Cyberspace Workforce Management Y

DoD Instruction 8500.01

7 October 2019

Cybersecurity Y

DoD Instruction 8500.02

06 February 2003

Information Assurance Y

DoD Instruction 8570.01-M

24 January 2012

Information Assurance Workforce Improvement Program Y

MIL-HDBK-251 NOT 1

19 January 2021

Reliability/Design Thermal Applications

MIL-HDBK-470A_NOTICE-2

31 May 2012

Designing and Developing Maintainable Products and

Systems Volume I and Volume II

Y

MIL-HDBK-502A NOT 2

27 December 2022

Product Support Analysis Y

MIL-STD-3034A NOT 1

15 April 2019

Reliability-Centered Maintenance (RCM) Process Y

MIL-PRF-29612B NOT 4

31 December 2020

Training Data Products Y

MIL-DTL-901E

20 June 2017

Shock Tests, H. I. (High-Impact) Shipboard Machinery, Equipment, and Systems, Requirements For

MIL-STD-130N(1) NOT 126

August 2019

Identification Marking of U.S. Military Property Y

MIL-STD-461G

11 December 2015

Requirements for the Control of Electromagnetic

Interference Characteristics of Subsystems and Equipment

Y

MIL-STD-881F

13 May 2022

Work Breakdown Structure for Defense Materiel Items

MIL-STD-882E System Safety Y

PEO 435-SAFETY-SSMP

PMS435 System Safety Management Plan (SSMP) Y

MIL-STD 1472H

15 September 2020

Human Engineering Y

MIL-STD-3018_CHG-2

02 June 2015

Department of Defense Standard Practice Parts

Management

Y

MIL-STD-31000B

31 October 2018

Technical Data Packages Y

PMS435-ESM-CMP-12-1

PMS435 Configuration Management Plan Y

2.3 Non-Government Documents

ANSI/AIAA-R-100A-2001e

01 January 2001

Recommended Practice for Parts Management

EIA-632

01 January 1999

Processes for Engineering a System Y

EIA-649-B

1 April 2011

Configuration Management Standard Y

EIA-748-C

1 March 2013

Earned Value Management Systems

IEEE/EIA* 12207.0/1/2

Mar 1998 and

April 1998

Software life cycle processes; life cycle data; implementation considerations

NAS 411

30 September 2013

National Aerospace Standard (NAS 411), Hazardous

Materials Management Program

* Institute of Electrical and Electronics Engineers (IEEE) and the Electronic Industries Alliance (EIA)

3.0 GENERAL REQUIREMENTS

The work required by this contract shall be performed in accordance with the AN/BVY-1 ISIS System

Specifications and the Statement of Work (SOW). The work required by this section 3.0 of the Statement of Work is applicable to all requirements (engineering support and production) under this contract. This SOW contains the requirements applicable to the hardware and software upgrade and modernization of the AN/BVY-1 ISIS System for

Technology Insertion (TI) cycles TI-26, TI-28, and TI-30. These upgrades and modernization requirements include the design, development, testing, systems and production engineering, technology insertion / refreshment, engineering support, field engineering support, training, Integrated Logistics Support (ILS), Diminishing

Manufacturing Sources and Material Shortages (DMSMS), and system support for the AN/BVY-1 lifecycle.

3.0.1 Waiver of Requirements

Notwithstanding the requirements of any of the clauses or provisions of this contract, if the Contractor discovers during performance of the work under this contract that the requirements of any of the clauses or provisions are in conflict with security instructions issued to the Contractor by the Contracting Officer, the Contractor shall notify the

Contracting Officer of the conflict. At that time, the Contracting Officer shall either (i) modify or rescind the conflicting security requirements or (ii) issue written instructions to the Contractor regarding compliance with the requirements of the conflicting clauses or provisions. Any waiver of compliance with the clauses or provisions of this contract issued by the Contracting Officer shall be in writing.

3.0.2 Security Clearance Requirements

In performance on this contract, the Contractor will:

Maintain a Secret facility security clearance level.

Maintain a level of safeguarding for classified information, material, and data at the Secret security clearance level.

Adhere to all security requirements imposed by the latest revised Contract Security Classification

Specification form DD-254. Contractor personnel working under this contract shall maintain at least an active SECRET security clearance.

Require COMSEC to accommodate the use of secure communications and will be required to maintain a

COMSEC account for SIPRNET equipment, STE telephone equipment and associated keying material.

Access Controlled Unclassified Information (CUI) with developers and integrators, Receive, store, and generate classified information. The contractor will assist in modernizing systems that are classified. Techniques to modernize this equipment, testing of this equipment, email/written reports, and overall system performance could be classified. In this capacity, the contractor will generate and be in receipt of classified material.

Fabricate, modify, or store classified hardware: The contractor will fabricate and modify classified component in support of this contract and then store this hardware until completion of all requirements.

Protect critical information associated with this contract to prevent unauthorized disclosure and observe

Operations Security requirements.

3.0.3 Location of Works

The preponderance of activity under this contract is expected to take place at the prime and sub-contractor (if applicable) facilities as reflected in the DD-254.

3.0.4 Level of Safeguarding for Classified Information / Material

Certain prime and sub-contractor facilities (if applicable), as reflected in the DD-254, shall safeguard information and material up to Secret in support of the AN/BVY-1 systems program.

3.0.5 Trademark Rights

The contractor shall not assert any claim, in any jurisdiction, based on trademark or other name or design-based causes of action that are based on rights the contractor believes that it has in the term(s) Navy Integrated Submarine

Imaging System (the “Designation(s)”) against the Government, or others authorized by the Government to use the

Designation(s) (including the word(s), name, symbol, or design) acting within the scope of such authorization (i.e., claims for trademark infringement, dilution, trade dress infringement, unfair competition, false advertising, palming off, passing off, or counterfeiting). Such authorization shall be implied by the award of a Government contract to any party for the manufacture, production, distribution, use, modification, maintenance, sustainment, or packaging of the products and services identified under this contract, and the scope of such implied authorization is defined as the use of the Designation(s) in performance under such contract by the prime contractor and its subcontractors and suppliers at any tier. In all other cases, the scope of the authorization will be defined by the Government in writing.

3.1 CONTRACT LINE ITEM NUMBER (CLIN) DESCRIPTION

3.1.1 CLIN 0001 and (if option is exercised) 1001: Engineering Support

The Contractor shall provide services of qualified engineers to meet the requirements of the contract and achieve the

AN/BVY-1 System Performance Specifications (Attachments 9 - 13) and this SOW. Engineering support will be issued by Delivery Order and may be further specified in accordance with Section C Text, NAVSEA C-242-H003, TECHNICAL INSTRUCTIONS. The general objective of these efforts shall be the common development, modernization, maintenance and technology upgrade of the imaging systems or components which meet the performance requirements of the various U.S. Navy platform missions, where commonality offers the greatest cost and technical benefits.

The Contractor shall provide qualified engineers to perform engineering technical services tasks related to

AN/BVY-1 ISIS development, upgrade, technology insertions, or installation for all platform variants (VIRGINIA, SSBN/COLUMBIA, LOS ANGELES, and SEAWOLF Class submarines). These services shall include, but are not limited to, software/hardware design, development, modification, integration and checkout, test and evaluation, training, repairs, installation and checkout, inspection, technical issues resolution, trade studies, engineering change development, documentation, logistics analyses, and troubleshooting. Technical services shall include software and hardware enhancements using emerging technologies, when feasible.

The Contractor shall provide qualified electrical/electronic, mechanical and software engineers and technicians where required for field engineering or maintenance repair and sustainment to support the fleet. Field engineering and maintenance support shall include on-site assistance to submarine platforms for imaging system troubleshooting and repair. The Contractor shall provide engineering and technical services related to platform variant delivery, installation, and maintenance VIRGINIA, SSBN/COLUMBIA, LOS ANGELES, and SEAWOLF Class submarines.

The Contractor shall provide scientists or engineers to conduct studies and analyses of the AN/BVY-1 ISIS

Performance. The Contractor shall document the results of special studies and analyses in accordance with applicable CDRLs as identified in the SOW paragraphs below.

The Contractor shall provide qualified engineers to perform photonics-related engineering technical services tasks pertaining to Electronic Module (EM) development and testing, as well as to integrate the Government-Furnished

Sensor & Rotational Modules and Antenna Assembly into a complete photonics mast sensor unit. These services shall include, but are not limited to, engineering, technical, configuration control and documentation services as necessary. The contractor shall generate documentation in accordance with applicable CDRLs as identified in the

SOW paragraphs below.

3.1.2 CLIN 0002 and (if option is exercised) 1002: Incidental Material and Travel Support for

Engineering Support

The Contractor shall provide incidental material or travel to meet the requirements of the contract and achieve the

AN/BVY-1 System Performance Specifications (Attachments 9 -13) and this SOW. The Contractor shall provide incidental materials and travel necessary for the completion of Delivery Orders (TOs) or Technical Instructions (TIs) issued in accordance with Section C text, NAVSEA C-242-H003 “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 order to minimize travel costs, the Contractor and its subcontractors at all tiers shall comply with DoD Joint

Travel Regulations (JTR) in conducting travel of employees. In any instance in which recurring travel to one location for more than 180 days is planned for personnel at any tier, the Contractor shall obtain prior written approval from the Contracting Officer’s Representative (COR), and the request for approval shall include a cost comparison addressing permanent change of station and long-term temporary duty assignment (TDY).

(a) 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.

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

3.1.3 CLINs 0003, 0004, 0005 and (if options are exercised) 1003, 1004, and 1005: AN/BVY-1 ISIS

Production Systems

The AN/BVY-1 ISIS Systems Production requirements are specified in Section 4.0 of Section C Statement of Work.

3.1.4 CLIN 0006: Data Requirements

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

Form 1423, Exhibit A attached hereto.

3.1.5 CLIN 0007: Technical Data Rights (OPTION)

If exercised, the Contractor shall grant the corresponding Data Rights license for each item of Technical Data (TD), Computer Software (CS), and Computer Software Documentation (CSD) identified on Attachments J-3B, J-4B, J-

5B, and J-6B. Following option exercise, the Contractor shall remove or revise markings and legends and resubmit previously submitted Exhibit A CDRLs to be consistent with the rights furnished hereunder. In addition, the

Contractor shall deliver all future data submittals with markings and legends consistent with the rights furnished hereunder.

3.2 CLINs 0001, 0002, 0003, 0004, 0005 and (if options are exercised) 1001, 1002, 1003, 1004, and 1005

Integrated Program Management

The Contractor shall designate a Program Manager who shall have responsibility for all aspects of this contract and the authority to commit the Contractor to specific courses of action. The Contractor shall perform all administrative, technical, and financial management functions required to support this effort and shall maintain the status, including all technical activities, problems or deficiencies, and recommended solutions. The Contractor shall be responsible for those activities assigned to subcontractors, to ensure the delivery of all supplies and services specified in this contract. [CDRL A001].

3.2.1 Contract Work Breakdown Structure (CWBS)

The Contractor shall develop and maintain the CWBS and CWBS dictionary using MIL-STD-881F for guidance.

The CWBS provides the basis for further extension by the Contractor to lower levels during the performance of the

Contract. The Contractor shall extend the CWBS down to the appropriate level required to provide internal management, surveillance, and performance measurement, regardless of the reporting level stipulated in the

Contract for Government visibility. The Contractor shall use the CWBS as the primary framework for contract planning, budgeting, and reporting of the cost, schedule, and technical performance status to the Government. The

Contractor shall analyze the system requirements specified in the Statement of Work and system specification and translate them into a structure representing the products and services that comprise the entire work effort under the

Contract. The Contractor's team or organizational entity responsible for the systems engineering of the system prepares the technical elements of the extended Contract WBS. The Contractor, if necessary, shall update the

CWBS during the execution of the Contract. Changes to the CWBS or associated definitions, at any reporting level, require approval of the Contracting Officer’s Representative (COR) [CDRL A002].

3.2.2 Integrated Master Schedule (IMS)

The Contractor shall develop and maintain an Integrated Master Schedule (IMS) by logically networking detailed program activities.