N00039-17-R-0033.pdf

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(Hour)

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until 12:00 PM local t ime 12 Oct 2017

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G F 81 - 94

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RATING PAGE OF PAGES

7. ISSUED BY

(Date)

IMPORTANT - Award will be made on this Form, or on Standard Form 26, or by other authorized official written notice.

Previous Edition is Unusable 33-134 STANDARD FORM 33 (REV. 9-97)

Prescribed by GSA FAR (48 CFR) 53.214(c)

1 94

(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.

N00039 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 2 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and see RFP letter 17-128 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 - 17

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

18 - 19

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

22 - 23 X K REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 24 - 28

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 29 - 38 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

39 - 79

PART II - CO NTRACT CLAUSES

COMMANDER, SPACE AND NAVAL WARFARE

SYSTEMS COMMAND

02 CONTRACTS

4301 PACIFIC HIGHWAY

SAN DIEGO CA 92110-3127

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

25 Aug 2017

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00039-17-R-0033

Section B - Supplies or Services and Prices

SECTION B NOTE A

Section B Pricing Tables B-1 through B-6 NOTE A (applies to CLINs 0001, 0002, 0003, 0004, 0005, and 0006): If the Government requires additional procurement quantities within 30 days of issuance of an order, the Government shall receive the benefit of quantity discounts by treating these purchases as combined buys. For example, if an order is issued for a quantity of 5 on CLIN 0001 and within 30 days another order (or modification to the previous order) is issued for the procurement of an additional quantity of 6 under CLIN 0001, the Government would combine the order quantities and recalculate the unit pricing for all items based upon a combined order of 11 units.

TABLES B-1 AND B-2

TABLE B-1: CLIN 0001 - 1000W PA UNIT PRICING

Qty

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

21+

TABLE B-2: CLIN 0002 - 1000W PA INSTALLATION KIT UNIT PRICING

Qty

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

TABLES B-3 AND B-4

TABLE B-3: CLIN 0003 - Flexible Power Management Unit (FPMU) UNIT PRICING Qty

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

TABLE B-4: CLIN 0004 -FPMU INSTALLATION KIT UNIT PRICING

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

TABLES B-5 AND B-6

TABLE B-5: CLIN 0005 -LF/MF/HF DUAL RECEIVER UNIT PRICING

Qty

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

TABLE B-6: CLIN 0006 -LF/MF/HF DUAL RECEIVER ACCESSORY KIT UNIT PRICING

Ordered Ordering Year 1

(Base Award - 12 MACA) Ordering Year 2

(13-24 MACA)

Ordering Year 3

(25-36 MACA)

Ordering Year 4

(37-48 MACA)

Ordering Year 5

(49-60 MACA)

MIX/MAX DESCRIPTION

This is an Indefinite Delivery/Indefinite Quantity (ID/IQ) contract for supplies and services with a 5-year ordering period. The Government may issue orders for High Frequency Distributed Amplifier Group (HFDAG) components, spares, engineering services, and repair services as described in the Statement of Work (SOW). The total contract minimum and maximum amounts, as specified in Section I clause 5252.216-9218 MINIMUM AND MAXIMUM QUANTITIES (JUL 1989), are as follows:

Contract Minimum: $100,000 Contract Maximum: The maximum dollar value of this contract is $30,953,855.00 There are no set minimum or maximum dollar values established at the CLIN level for this contract. Dollar values have been included for each basic contract CLIN for purposes of establishing the total contract maximum.

ITEM NO SUPPLIES/SERVICES

MAX

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

1000 Watt Power Amplifier (PA) (PA8109H) 1000W PAs delivered in accordance with the Statement of Work (Attachment 1) and Specification (Attachment 2).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-1 FOR UNIT PRICING

NOTE: The requirements in DFARS 252.211-7003, Item Identification and Valuation, are applicable for this line item. The contractor shall provide DoD unique identification or a DoD recognized unique identification equivalent.

FOB: Destination MFR Part Number: 608690-00

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

1000W PA Installation Kit delivered in accordance with the Statement of Work (Attachment 1) and Specification (Attachment 2).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-2 FOR UNIT PRICING

1000 Watt Power Amplifier (PA) (PA8109H) (Part Number (P/N) 608690-00) and Installation Kits (P/N 642179-00) 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.

MFR Part Number: 642179-00

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Flexible Power Management Unit (FPMU) delivered in accordance with the Statement of Work (Attachment 1) and FPMU Specification (Attachment 3).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-3 FOR UNIT PRICING

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.

MFR Part Number: 604434-01

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

FPMU Installation Kit FPMU Installation Kit delivered in accordance with the Statement of Work (Attachment 1) and FPMU Specification (Attachment 3).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-4 FOR UNIT PRICING

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.

MFR Part Number: 647821-00

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

LF/MF/HF Dual Receiver LF/MF/HF Dual Receiver (TMR5091), w/PPS + CU delivered in accordance with the Statement of Work (Attachment 1) and Dual Receiver Specification Information (Attachment 4).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-5 FOR UNIT PRICING

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.

MFR Part Number: 790027-000-602

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

LF/MF/HF Dual Receiver Accessory Kit Dual Receiver Accessory Kit delivered in accordance with the Statement of Work (Attachment 1) and Dual Receiver Specification Information (Attachment 4).

Firm Fixed Price (FFP) Orders Five Year Ordering Period

SEE TABLE B-6 FOR UNIT PRICING

MFR Part Number: 790027-017-001

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Spares/On Board Repair Parts Firm Fixed Price (FFP) Orders Five Year Ordering Period SEE Section J - Attachment 8 (Spares Pricing Workbook) for Prices

Spare and ancillary equipment needed to support the HFDAG architecture. Pricing to be negotiated in individual delivery orders.

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.

QUANTITY UNIT UNIT PRICE MAX AMOUNT

CPFF

UNDEFINED Lot

Engineering Services (Term) Engineering Services to be performed within the scope of Statement of Work Section 4.5 as detailed in individual Cost Plus Fixed Fee (CPFF) task orders.

FOB: Destination

UNDEFINED

MAX COST

FIXED FEE

TOTAL MAX COST + FIXED FEE

QUANTITY UNIT UNIT PRICE MAX AMOUNT

CPFF

UNDEFINED Lot

Engineering Services (Completion) Engineering Services to be performed within the scope of Statement of Work Section 4.5 as detailed in individual Cost Plus Fixed Fee (CPFF) task orders.

UNDEFINED

MAX COST

FIXED FEE

TOTAL MAX COST + FIXED FEE

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

UNDEFINED

Contract Data Requirements List (CDRL) CDRLs delivered in accordance with individual task/delivery orders.

QUANTITY UNIT UNIT PRICE MAX AMOUNT

COST

UNDEFINED Lot

Other Direct Costs (ODC) Non-fee bearing ODCs as defined by individual task/delivery orders and include material and travel costs that may be required during the performance of the contract.

ESTIMATED COST

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Repair Assessment A repair assessment will be performed in accordance with SOW Section 4.6.1. Each assessment is priced as follows:

Ordering Year 1:

Ordering Year 2:

Ordering Year 3:

Ordering Year 4:

Ordering Year 5:

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Tier 1 Repair Tier 1 Repairs will be performed in accordance with SOW 4.6.2. Each repair is priced as follows:

Ordering Year 1:

Ordering Year 2:

Ordering Year 3:

Ordering Year 4:

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Tier 2 Repair Tier 2 Repairs will be performed in accordance with SOW 4.6.3. Each repair is priced as follows:

Ordering Year 1:

Ordering Year 2:

Ordering Year 3:

Ordering Year 4:

QUANTITY UNIT UNIT PRICE MAX AMOUNT

FFP

1 Lot

Tier 3 Repair Tier 3 Repairs will be performed in accordance with SOW 4.6.4. Each repair is priced as follows:

Ordering Year 1:

Ordering Year 2:

Ordering Year 3:

Ordering Year 4:

CLAUSES INCORPORATED BY FULL TEXT

5252.216-9200 PAYMENT OF FIXED FEE (COMPLETION TYPE) (JAN 1989)

ONLY APPLICABLE TO CLIN 0009.

FIXED FEE: $ To Be Specified in Individual Orders. The Government shall make payment to the Contractor when requested as work progresses, but no more frequently than biweekly, on account of the fixed fee, equal to Maximum Fixed Fee % To Be Negotiated percent of the amounts invoiced by the Contractor under the “Allowable Cost and Payment” clause hereof for the related period, subject to the withholding provisions of paragraph (b) of the “Fixed Fee” clause. In the event of discontinuance of the work in accordance with clause of this contract entitled “Limitation of Cost,” the fixed fee shall be redetermined by mutual agreement equitably to reflect the diminution of the work performed; the amount by which such fixed fee is less than, or exceeds payments previously made on account of fee, shall be paid, or repaid by, the Contractor, as the case may be.

(End of clause)

5252.216-9201 PAYMENT OF FIXED FEE BASED ON STAFF-HOURS (TERM TYPE) (NOV 2003)

ONLY APPLICABLE TO CLIN 0008.

The fixed fee for work performed under this contract is $(as specified in individual task orders), provided that not less than (# of hours as specified in individual task orders) staff-hours of direct labor are so employed on such work by the Contractor. If substantially less than (# of hours as specified in individual task orders) staff-hours of direct labor are so employed for such work, the fixed fee shall be equitably reduced to reflect the reduction of work. The Government shall make payments to the Contractor when requested as work progresses, but not more frequently than biweekly, on account of the fixed fee, equal to (% as specified in individual task orders, but shall not exceed a maximum % of TBP) percent of the amounts invoiced by the Contractor under the “Allowable Cost and Payment” clause hereof for the related period, subject to the withholding provisions of paragraph (b) of the “Fixed Fee” clause provided that the total of all such payments shall not exceed eighty-five percent (85%) of the fixed fee. Any balance of fixed fee due the contractor shall be paid to the Contractor, and any overpayment of fixed fee shall be repaid to the Government by the Contractor, or otherwise credited to the Government, at the time of final payment.

5252.216-9204 LEVEL OF EFFORT--FEE ADJUSTMENT FORMULA (MAR 1994)

(a) Subject to the provisions of the “Limitation of Cost” or “Limitation of Funds” clause (whichever is applicable to this contract), it is hereby understood and agreed that the fixed fee is based upon the Contractor providing the below listed number of staff-hours of direct labor, hereinafter referred to as X, at the estimated cost and during the term of this contract specified elsewhere herein:

CLIN Total Staff-hours of Direct Labor (X)

0008 TBD in indvidual Task Order

The Contractor agrees to provide the total level of effort specified above in performance of work described in Sections “B” and “C” of this contract. The total staff-hours of direct labor shall include subcontractor direct labor hours for those subcontractors identified in the Contractor’s proposal as having hours included in the proposed level of effort.

(b) Of the total staff-hours of direct labor set forth above, it is estimated that ZERO staff-hours are competitive time (uncompensated overtime). Competitive time (uncompensated overtime) is defined as hours provided by personnel in excess of 40 hours per week without additional compensation for such excess work. All other effort is defined as compensated effort. If no amount is indicated in the first sentence of this paragraph, competitive time (uncompensated overtime) effort performed by the contractor shall not be counted in fulfillment of the level of effort obligations under this contract.

(c) Effort performed in fulfilling the total level of effort obligations specified above shall only include effort performed in direct support of this contract and shall not include time and effort expended on such things as local travel from an employee’s residence to their usual work location, uncompensated effort while on travel status, truncated lunch periods, or other time and effort which does not have a specific and direct contribution to the tasks described in Section B.

(d) It is understood and agreed that various conditions may exist prior to or upon expiration of the term of the contract, with regard to the expenditure of labor staff-hours and/or costs thereunder which may require adjustment to the aggregate fixed fee. The following actions shall be dictated by the existence of said conditions:

(1) If the Contractor has provided not more than 105 % of X or not less than 95% of X, within the estimated cost, and at the term of the contract, then the fee shall remain as set forth in Section B.

(2) If the Contractor has provided X-staff-hours, within the term, and has not exceeded the estimated cost then the Contracting Officer may require the Contractor to continue performance until the expiration of the term, or until the expenditure of the estimated cost of the contract except that, in the case of any items or tasks funded with O&MN funds, except the "term" of performance shall not exceed a 12 month period. In no event shall the Contractor be required to provide more than 105 % of X within the term and estimated cost of this contract.

The fee shall remain as set forth in Section B.

(3) If the Contractor expends the estimated cost of the contract, during the term of the contract and has provided less than X staff-hours, the Government may require the Contractor to continue performance, by providing cost growth funding, without adjusting the fixed fee, until such time as the Contractor has provided X staff-hours.

(4) If the Contracting Officer does not elect to exercise the Government’s rights as set forth in paragraph (d)(2) and (d)(3) above, and the Contractor has not expended more than 105 % of X staff-hours, the fixed fee shall be equitably adjusted downward to reflect the diminution of work.

(5) Nothing herein contained shall, in any way, abrogate the Contractor’s responsibilities, and/or the Government’s rights within the terms of the contract provision entitled “Limitation of Cost” or “Limitation of Funds” as they shall apply throughout the term of the contract, based upon the total amount of funding allotted to the contract during its specified term.

(e) Within 45 days after completion of the work under each separately identified period of performance hereunder, the Contractor shall submit the following information in writing to the Contracting Officer with copies to the cognizant Contract Administration Office and DCAA office to which vouchers are submitted:

(1) The total number of staff-hours of direct labor expended during the applicable period.

(2) A breakdown of this total showing the number of staff-hours expended in each direct labor classification and associated direct and indirect costs.

(3) A breakdown of other costs incurred.

(4) The Contractor’s estimate of the total allowable cost incurred under the contract for the period.

In the case of a cost under-run, the Contractor shall submit the following information in addition to that required above:

(5) The amount by which the estimated cost of this contract may be reduced to recover excess funds and the total amount of staff-hours not expended, if any.

(6) A calculation of the appropriate fee reduction in accordance with this clause.

All submissions required by this paragraph shall include subcontractor information, if any.

(f) SPECIAL INSTRUCTION TO THE PAYING OFFICE REGARDING WITHHELD FEE

Fees withheld pursuant to the provisions of this contract, such as the withholding provided by the “Allowable Cost and Payment” and “Fixed Fee” clauses, shall not be paid until the contract has been modified to reduce the fixed fee in accordance with paragraph (d) above, except that no such action is required if the total level of effort provided falls within the limits established in paragraph (d) above.

5252.216-9205 FEE DETERMINATION AND PAYMENT (INDEFINITE DELIVERY TYPE

CONTRACTS) (APR 2000) (VARIATION)

(a) Types of Delivery or Task Orders.

Both level-of-effort and completion type orders may be issued under this contract. The Request for Quotation issued for each delivery or task order will set forth the type of order deemed appropriate by the Government.

If the Contractor disagrees with the Government’s assessment, the Ordering Officer and the contractor shall attempt to resolve the matter through the negotiation process. Failing this, the matter will be referred to the Contracting Officer. If necessary, a final decision shall be made in accordance with the FAR 52.233-1 Alt I “Disputes” clause. The Contracting Officer’s determination will govern the type of order, pending an appeal pursuant to the “Disputes” clause. The contractor will use his best efforts to work on the order until the dispute is resolved.

(b) Fixed Fee Pool.

The fixed fee pool consists of the total fixed fee of the contract AND includes the total fee to be paid to the prime contractor and all subcontractors. SUBCONTRACTOR FEE WILL NOT BE BILLED AS A

SEPARATE DIRECT COST ON THE VOUCHER SUBMITTED BY THE CONTRACTOR TO THE

GOVERNMENT, BUT WILL BE PAID TO THE SUBCONTRACTOR BY THE PRIME CONTRACTOR

FROM THE FEE BILLED FROM THE FIXED FEE POOL.

(c) Computation of Fee.

The percentage of the fee applicable to orders will be the same as the percentage of the fee established in the contract. However the total fee paid under the contract for a year of performance will not exceed the total fixed fee amount for the current year of performance.

(d) Fee on Modifications to Term Type (Level-of-Effort) Delivery or Task Orders.

If the hours for a particular delivery or task order are insufficient to complete performance under the order, the government may elect to increase the hours by written modification. This increase in cost associated with the increase in hours will be fee bearing at the same percentage of fee established in the basic contract. If the hours prove to be in excess of that necessary to complete performance under this order, the government shall decrease the hours by written modification. The fee associated with the decrease in hours will be reduced by the percentage of fee established in the basic contract. Estimated cost will be increased/decreased as applicable.

(e) Fee on Modifications to Completion Type Delivery or Task Orders.

If the task(s) required under a particular delivery or task order cannot be completed within the negotiated estimated cost (an overrun situation), the government may elect to increase the estimated cost to complete the effort with no additional fee allocation.

If the task(s) required under the order is completed and the cost is less than that negotiated (underrun), the contractor shall be entitled to full payment of the fixed fee specified in the order. Excess costs shall be deobligated by modification to the delivery order prior to contract closeout.

(f) Modifications to the Basic Contract.

If the contracting officer determines, for any reason, to adjust the contract amount or the estimated total hours, such adjustments shall be made by contract modification. Any increase will be fee bearing, except cost overruns on completion type orders, at the percentage of fee established in the basic contract.

The estimated cost of the contract may be increased by written modification, if required, due to cost overruns.

This increase in cost is not fee bearing and no additional hours will be added to the total estimated hours under the contract.

(g) Payment of Fee.

The Government shall pay fixed fee to the contractor on each delivery order at the percentage rate of fee established in the basic contract subject to the contract’s “Fixed Fee” clause, provided that the total of all such payments shall not exceed eighty-five percent (85%) of the fixed fee specified under each applicable delivery order, unless waived. In accordance with the provisions of paragraphs (d) and (e) of this clause, any balance of fixed fee shall be paid to the contractor, or any overpayment of fixed fee shall be repaid by the contractor, at the time of final payment.

(h) Closeout.

Delivery or task orders will be closed out on an individual basis, upon agreement of final indirect rates for the period of performance of the applicable delivery or task order. The contractor shall forward the final voucher directly to the cognizant DCAA for final audit. DCAA will forward the voucher and the final audit to the cognizant ACO (see block 6 of the basic contract), who will process it for final payment and submit it to the paying office.

5252.216-9218 MINIMUM AND MAXIMUM QUANTITIES (JUL 1989)

As referred to in paragraph (b) of the “Indefinite Quantity” clause of this contract, the contract minimum quantity is a total of $ 100,000 worth of orders at the contract unit price(s). The maximum quantity is the total estimated amount of the contract. The maximum quantity is not to be exceeded without prior approval of the Procuring Contracting Officer.

5252.232-9200 ALLOTMENT OF FUNDS (JAN 1989)

ONLY APPLICABLE TO CLINS: 0008 and 0009

(a) This contract is incrementally funded with respect to both cost and fee.

(b) The amounts presently available and allotted to this contract for payment of fee, as provided in the Section I clause of this contract entitled “Fixed Fee”, are as follows:

ITEM(S) ALLOTTED TO FIXED FEE

TO BE SPECIFIED IN INDVIDUAL TASK ORDERS

(c) The amounts presently available and allotted to this contract for payment of cost, subject to the Section I “Limitation of Funds” clause, the items covered thereby and the period of performance which it is estimated the allotted amount will cover are as follows:

ITEM(S) ALLOTTED TO COST PERIOD OF PERFORMANCE

TO BE SPECIFIED IN INDVIDUAL TASK ORDERS

(d) The parties contemplate that the Government will allot additional amounts to this contract from time to time by unilateral contract modification, and any such modification shall state separately the amounts allotted for cost and for fee, the items covered thereby, and the period of performance the amounts are expected to cover.

Section C - Descriptions and Specifications

5252.211-9202 COMPLIANCE WITH SPECIFICATIONS (MAR 1999)

If part or model numbers are used to describe the Items being offered, it is understood and agreed such items are in complete compliance with the specifications and such items are not offered as alternates or deviations.

5252.216-9216 PROCEDURES FOR ISSUING ORDERS (JUN 2009)

(a) Ordering. This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract that includes a combination of Firm- Fixed-Price (FFP), Cost-Plus Fixed Fee (CPFF), and Cost-type CLINs for the procurement of HFDAG components, spares, and engineering services in support of the Digital Modular Radio (DMR) program . Ordering for any other customer is prohibited without authority of the Contracting Officer or his/her representative. Supplies or services to be furnished under this contract shall be furnished by the issuance of delivery or task orders on DD Form 1155.

Orders shall be placed by the Ordering Officer, Alexander Holtet, or his/her representative. Delivery or task orders shall contain the information in paragraph (b) below:

(b) Ordering Procedures. (1) Delivery or task orders issued shall include, but not be limited to, the following information:

(a) Date of Order

(b) Contract, order number and requisition number

(c) Appropriation and accounting data

(d) Description of the services to be performed

(e) Description of end item(s) to be delivered

(f) DD Form 254 (Contract Security Classification Specification), if applicable

(g) DD Form 1423 (Contract Data Requirements List), if data to be delivered under the order is not listed on the DD Form 1423 included in this contract

(h) Exact place of pickup and delivery

(i) The inspecting and accepting codes (as applicable)

(j) Period of time in which the services are to be performed

(k) For each applicable labor category, estimated number of labor hours required to perform the order

(l) The estimated cost plus fixed fee or ceiling price for the order

(m) List of Government-furnished material and the estimated value thereof, if applicable

(n) Delivery date

(2)(a) Pursuant to the clause at 252.216-7006, Ordering, incorporated into this contract in Section I, the Government may issue orders orally, by facsimile, or by electronic commerce methods including, but not limited to, sending the orders by e-mail to the contractor.

(b) Oral orders may be placed hereunder only in emergency circumstances. Information described above shall be furnished to the contractor at the time of placing an oral order and shall be confirmed by issuance of a written delivery/task order on DD Form 1155 within two working days. Oral orders placed under this contract shall not exceed the maximum order limitations under 52.216-19.

(c) Modification of Delivery/Task Orders. Delivery/Task orders may be modified by the ordering officer.

Modifications to delivery/task orders shall include the information set forth in paragraph (b) above, as applicable.

Delivery or task orders may be modified orally by the ordering officers in emergency circumstances. Oral modifications shall be confirmed by issuance of a written modification within two working days from the time of the oral communication modifying the order. The Contractor shall acknowledge receipt of any delivery or task order within one working day after receipt thereof.

(d) Ceiling Price. The cost plus fixed fee or ceiling amount for each delivery/task order will be the ceiling price stated therein and may not be increased except when authorized by a modification to the delivery/task order.

(e) Unilateral Orders. Delivery or task orders under this contract will ordinarily be issued after both parties agree on all terms. If the parties fail to agree, the Ordering Officer may require the contractor to perform and any disagreement shall be deemed a dispute within the meaning of the “Disputes” clause.

5252.228-9201 LIABILITY INSURANCE--COST TYPE CONTRACTS (OCT 2001)

(a) The following types of insurance are required in accordance with the FAR 52.228-7 “Insurance--Liability to Third Persons” clause and shall be maintained in the minimum amounts shown:

(1) Workers’ compensation and employers’ liability: minimum of $100,000

(2) Comprehensive general liability: $500,000 per occurrence

(3) Automobile liability: $200,000 per person $500,000 per occurrence $ 20,000 per occurrence for property damage

(b) When requested by the contracting officer, the contractor shall furnish to the Contracting Officer a certificate or written statement of insurance. The written statement of insurance must contain the following information: policy number, policyholder, carrier, amount of coverage, dates of effectiveness (i.e., performance period), and contract number. The contract number shall be cited on the certificate of insurance.

Section D - Packaging and Marking

D-1

MATERIAL MARKING

Each shipment of material and/or data shall be clearly marked to show the contract number, delivery/task order number, and the shipment address as specified in the individual order.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLIN INSPECT AT INSPECT BY ACCEPT AT ACCEPT BY

0001 Destination Government Destination Government 0002 Destination Government Destination Government 0003 Destination Government Destination Government 0004 Destination Government Destination Government 0005 Destination Government Destination Government 0006 Destination Government Destination Government 0007 Destination Government Destination Government 0008 Destination Government Destination Government 0009 Destination Government Destination Government 0010 Destination Government Destination Government 0011 Destination Government Destination Government 0012 Destination Government Destination Government 0013 Destination Government Destination Government 0014 Destination Government Destination Government 0015 Destination Government Destination Government

CLAUSES INCORPORATED BY REFERENCE

52.246-2 Inspection Of Supplies--Fixed Price AUG 1996 52.246-5 Inspection Of Services Cost-Reimbursement APR 1984 52.246-16 Responsibility For Supplies APR 1984

Section F - Deliveries or Performance

F-1 DELIVERY SCHEDULE

All items to be furnished hereunder shall be delivered free of expense to the Government in accordance with instructions specified in clause 52.247-34 F.O.B. Destination to locations to be identified in individual delivery orders. Proposed unit pricing for all items are based on the assumption that all deliveries are to CONUS locations.

52.211-17 Delivery of Excess Quantities SEP 1989 52.242-15 Stop-Work Order AUG 1989 52.242-15 Alt I Stop-Work Order (Aug 1989) - Alternate I APR 1984 52.242-17 Government Delay Of Work APR 1984 52.247-34 F.O.B. Destination NOV 1991

52.211-8 TIME OF DELIVERY (JUN 1997)

(a) The Government requires delivery to be made according to the following schedule:

REQUIRED DELIVERY SCHEDULE

CLIN Description First Delivery Rate 0001 1000 Watt Power Amplifer (PA) 9 Months After Receipt of Order

(MARO)

16 per month

0002 1000 Watt Power Amplifer (PA) Install Kit 9 MARO 16 per month 0003 Flexible Power Management Unit (FPMU) 9 MARO 4 per month 0004 Flexible Power Management Unit (FPMU)

Install Kit 9 MARO 4 per month

0005 LF/MF/HF Dual Receivers 9 MARO 4 per month 0006 LF/MF/HF Dual Receiver (TMR5091)

Accessory Kit 9 MARO 4 per month

0007 Provisioning Item Orders (PIO) To Be Negotiated per Order N/A 0008 Engineering Services (Term) Period of Performance to be established per Order N/A

0009 Engineering Services (Completion) Period of Performance to be established per Order

N/A

0010 CDRLS In Accordance With DD1423 IAW DD1423 0011 Other Direct Costs To Be Negotiated per Order N/A 0012 HFDAG Component Repair Assessment Period of Performance TBD per

Task Order N/A

0013 Tier 1 Repair Period of Performance TBD per

N/A

0014 Tier 2 Repair Period of Performance TBD per Task Order

N/A

0015 Tier 3 Repair Period of Performance TBD per

N/A

Section G - Contract Administration Data

252.204-0006 LINE ITEM SPECIFIC: PRORATION. (SEP 2009)

The payment office shall make payment from each ACRN in the same proportion as the amount of funding currently unliquidated for each ACRN.

252.204-7006 BILLING INSTRUCTIONS (OCT 2005)

When submitting a request for payment, the Contractor shall--

(a) Identify the contract line item(s) on the payment request that reasonably reflect contract work performance; and

(b) Separately identify a payment amount for each contract line item included in the payment request.

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Invoice and Receiving Report (COMBO)

(Contracting Officer: Insert applicable document type(s). Note: If a “Combo” document type is identified but not supportable by the Contractor's business systems, an “Invoice” (stand-alone) and “Receiving Report” (stand-alone) document type may be used instead.)

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

(In accordance with Section E of each Delivery/Task Order)

(Contracting Officer: Insert inspection and acceptance locations or “Not applicable”.)

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table* Field Name in WAWF Data to be entered in WAWF Pay Official DoDAAC HQ0338 Issue By DoDAAC N00039 Admin DoDAAC S2101A Inspect By DoDAAC S2101A Ship To Code As specified by individual Order Ship From Code As specified by indvidual Order Mark For Code As specified by indvidual Order Service Approver (DoDAAC) N00039 Service Acceptor (DoDAAC) N00039 Accept at Other DoDAAC Not Applicable LPO DoDAAC Not Applicabe DCAA Auditor DoDAAC HAA211 Other DoDAAC(s) Not Applicable

(*Contracting Officer: Insert applicable DoDAAC information or “See schedule” if multiple ship to/acceptance locations apply, or “Not applicable.”)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

Charles.Gooding@navy.mil

(Contracting Officer: Insert applicable email addresses or “Not applicable.”)

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

Not Applicable

(Contracting Officer: Insert applicable information or “Not applicable.”)

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

5252.201-9201 DESIGNATION OF CONTRACTING OFFICER'S REPRESENTATIVE (MAR 2006)

(a) The Contracting Officer hereby appoints the following individual as Contracting Officer’s Representative(s) (COR) for this contract/order:

CONTRACTING OFFICER REPRESENTATIVE

Name: Charles Gooding Code: PEO C4I, PMW/A 170 Address: 4301 Pacific Coast Highway San Diego, CA 92110-3127

Phone Number: (619) 524-7618 E-mail: charles.gooding@navy.mil

(b) It is emphasized that only the Contracting Officer has the authority to modify the terms of the contract, therefore, in no event will any understanding agreement, modification, change order, or other matter deviating from the terms of the basic contract between the Contractor and any other person be effective or binding on the Government.

When/If, in the opinion of the Contractor, an effort outside the existing scope of the contract is requested, the Contractor shall promptly notify the PCO in writing. No action shall be taken by the Contractor unless the Procuring Contracting Officer (PCO) or the Administrative Contracting Officer (ACO) has issued a contractual change.

mailto:Charles.Gooding@navy.mil

5252.204-9503 EXPEDITING CONTRACT CLOSEOUT (NAVAIR) (JAN 2007)

(a) As part of the negotiated fixed price or total estimated amount of this contract, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $1,000 or less at the time of final contract closeout. The term "residual dollar amount" shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party might be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

5252.216-9210 TYPE OF CONTRACT (DEC 1999)

This is an Indefinite Delivery/Indefinite Quantity (IDIQ) contract that includes a combination of Firm-Fixed- Price (FFP), Cost-Plus Fixed Fee (CPFF), and Cost-type CLINs.

5252.227-9213 PATENT MATTERS POINT OF CONTACT (OCT 2008)

The Point of Contact regarding Patent Matters for this contract is:

OFFICE OF PATENT COUNSEL / CODE 360012

SPAWARSYSCEN

53560 HULL STREET

SAN DIEGO, CA 92152-5001

(619) 553-3001

Do not submit interim and final invention reports to this address. See the clause at 5252.227-9206 for the proper address.

5252.232-9206 SEGREGATION OF COSTS (DEC 2003)

(a) The Contractor agrees to segregate costs incurred under this contract at the lowest level of performance, either task or subtask, rather than on a total contract basis, and to submit invoices reflecting costs incurred at that level.

Invoices shall contain summaries of work charged during the period covered, as well as overall cumulative summaries by labor category for all work invoiced to date, by line item, task or subtask.

(b) Where multiple lines of accounting are present, the ACRN preceding the accounting citation will be found in Section B and/or Section G of the contract or in the task or delivery order that authorizes work. Payment of Contractor invoices shall be accomplished only by charging the ACRN that corresponds to the work invoiced.

(c) Except when payment requests are submitted electronically as specified in the clause at DFARS 252.232-7003, Electronic Submission of Payment Requests, one copy of each invoice or voucher will be provided, at the time of submission to DCAA:

(1) to the Contracting Officer’s Representative or the Technical Representative of the Contracting Officer, and

(2) to the Procuring Contracting Officer.

Section H - Special Contract Requirements

252.204-7008 Compliance With Safeguarding Covered Defense Information

Controls

OCT 2016

5252.209-9206 EMPLOYMENT OF NAVY PERSONNEL RESTRICTED (DEC 1999)

In performing this contract, the Contractor will not use as a consultant or employ (on either a full or part-time basis) any active duty Navy personnel (civilian or military) without the prior approval of the Contracting Officer. Such approval may be given only in circumstances where it is clear that no law and no DOD or Navy instructions, regulations, or policies might possibly be contravened and no appearance of a conflict of interest will result.

5252.216-9213 TYPES OF TASK OR DELIVERY ORDERS (DEC 1999)

The following types of task or delivery orders may be issued under this contract:

(X) A cost-plus-fixed-fee (CPFF) level of effort (LOE) task order will be issued when the scope of work is defined in general terms requiring only that the contractor devote a specified LOE for a stated time period.

(X) A cost-plus-fixed-fee (CPFF) completion task order will be issued when the scope of work defines a definite goal or target which leads to an end product deliverable (e.g., a final report of research accomplishing the goal or target).

( ) A time-and-material task order will be issued when it is not possible to accurately estimate the extent or the duration of the work or to anticipate costs, including materials, with any reasonable degree of confidence.

( ) A labor-hour task order will be issued when it is not possible to accurately estimate the extent or the duration of work or to anticipate costs with any reasonable degree of confidence (materials need not be included).

(X) A firm-fixed-price (FFP) delivery order will be issued when acquiring commercial items, or for acquiring other supplies or services on the basis of reasonably definite or detailed specifications and fair and reasonable prices can be established at the outset.

5252.217-9201 CONTRACT MAXIMUM AMOUNT (DEC 1999)

During the life of this contract, the total maximum dollar amount available for placement under task orders is cumulative with each option exercise, and unexpended balances may be used in succeeding option years.

5252.225-9200 OFFSHORE PROCUREMENT OF COMSEC EQUIPMENT (MAY 1996)

Due to the unique sensitivity of Communications Security and to maintain rigid control over the integrity of COMSEC equipment, no subcontracts or purchase orders which involve design, manufacture, production, assembly or test in a location not in the United States, of equipment, assemblies, accessories or parts performing cryptographic functions shall be made under this contract without prior specific approval of the Contracting Officer. The Contractor further agrees to include this clause in any and all subcontracts he may let pursuant to this contract for equipment, assemblies, accessories or parts.

5252.227-9206 SUBMISSION OF INTERIM AND FINAL INVENTION REPORTS AND NOTIFICATION

OF ALL SUBCONTRACTS FOR EXPERIMENTAL, DEVELOPMENTAL, OR RESEARCH WORK (OCT

2008)

(a) This contract contains either FAR 52.227-11 “Patent Rights--Ownership by the Contractor” clause and DFARS 252.227-7039 “Patents--Reporting of Subject Inventions” or DFARS 252.227-7038 “Patent Rights--Ownership by the Contractor (Large Business)” clause, or FAR 52.227-13 “Patent Rights--Ownership by the Government” clause.

(b) Under these clauses, the Contractor is required to submit interim and final invention reports and notification to the Government of all subcontracts for experimental, developmental, or research work. The interim and final invention reports and notification of all subcontracts for experimental, developmental, or research work may be submitted on DD Form 882 “Report of Inventions and Subcontracts.”

(c) The Contractor shall submit interim and final invention reports and notification of all subcontracts for experimental, developmental, or research work, including negative reports, to:

SPAWAR HQ

Policy Branch, Code 2.3.1 Contract Closeout 4301 Pacific Highway San Diego, CA 92110-3127

(d) The SPAWARSYSCEN Pacific Office of Patent Counsel, Code 36000, will represent the Contracting Officer with regard to invention reporting matters arising under the contract.

5252.227-9207 LIMITED RELEASE OF CONTRACTOR CONFIDENTIAL BUSINESS INFORMATION

(APRIL 2010)

(a) Definition.

“Confidential Business Information,” (Information) as used in this clause, is defined as all forms and types of financial, business, economic or other types of information other than technical data or computer software/computer software documentation, whether tangible or intangible, and whether or how stored, compiled, or memorialized physically, electronically, graphically, photographically, or in writing if -- (1) the owner thereof has taken reasonable measures to keep such Information secret, and (2) the Information derives independent economic value, actual or potential from not being generally known to, and not being readily ascertainable through proper means by, the public. Information does not include technical data, as that term is defined in DFARS 252.227-7013(a)(14), 252.227-7015(a)(4), and 252.227-7018(a)(19). Similarly, Information does not include computer software/computer software documentation, as those terms are defined in DFARS 252.227-7014(a)(4) and 252.227-7018(a)(4).

(b) The Space and Naval Warfare Systems Command (SPAWAR) may release to individuals employed by SPAWAR support contractors and their subcontractors Information submitted by the contractor or its subcontractors pursuant to the provisions of this contract. Information that would ordinarily be entitled to confidential treatment may be included in the Information released to these individuals. Accordingly, by submission of a proposal or execution of this contract, the offeror or contractor and its subcontractors consent to a limited release of its Information, but only for purposes as described in paragraph (c) of this clause.

(c) Circumstances where SPAWAR may release the contractor’s or subcontractors’ Information include the following:

(1) To other SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR in handling and processing Information and documents in the administration of SPAWAR contracts, such as file room management and contract closeout; and,

(2) To SPAWAR contractors and subcontractors, and their employees tasked with assisting SPAWAR in accounting support services, including access to cost-reimbursement vouchers.

(d) SPAWAR recognizes its obligation to protect the contractor and its subcontractors from competitive harm that could result from the release of such Information. SPAWAR will permit the limited release of Information under paragraphs (c)(1) and (c)(2) only under the following conditions:

(1) SPAWAR determines that access is required by other SPAWAR contractors and their subcontractors to perform the tasks described in paragraphs (c)(1) and…