16RJQ16_sol.pdf

CODE

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until 02:00 PM local time 15 Dec 2015

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A X B X C X D

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G F 68 - 83

84 - 107 X H 108 - 116 jonathan.dickinson@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-A7 1 116

(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.

N00164 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

BLD 3373 ROOM 223C140

conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

JONATHAN C. DICKINSON 812-854-5417

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 13

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

14 - 23 24 - 25

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

26 - 28 29 - 30

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 31 - 35 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 36 - 48 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 - REPRESENTATIONS AND INSTRUCTIONS

PART III - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

49 - 66

PART II - CONTRACT CLAUSES

NAVAL SURFACE WARFARE CENTER CRANE DIV

J. DICKINSON (812-854-5417)

BLDG 3373

300 HIGHWAY 361

CRANE IN 47522-5001

812-854-5417

812-854-5066FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

30 Oct 2015

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N00164-16-R-JQ16

Section B - Supplies or Services and Prices

ITEM NO SUPPLIES/SERVICES QTY U/I UNIT PRICE AMOUNT

0001 Phase I - Engineering and Manufacturing

Development (EMD) to include delivery of 2 Each Prototypes

- FFP/Minimum 2 Each/Maximum 2 Each.

Offerors shall provide a firm-fixed-price for completion of Engineering and Manufacturing Development (EMD) in accordance with SOW paragraph 3.4 and PS/15/JXQQ/139 with the exception of PS paragraph 3.9 Environmental Requirements for the initial Phase I delivery order. Include pricing for CDRLs: A001, A002, A003, A004, A005, A013, A015, A017, A018, A019, A020, A021, A022.

Each

FSC/PSC: 5855

FOB: Destination

FFP

0002 Reserved.

0003 Reserved.

0004 Phase II - Low Rate Initial Production

(LRIP) - Crew Served Day/Night M2HB/M2A1 Weapon Sight (M2WS) in accordance with SOW paragraph 3.5.1, 3.5.2, 3.5.3, 3.5.4, 3.5.5, 3.5.6 and PS/15/JXQQ/139

- FFP/Minimum 0 Each/Maximum 6 Each.

Offerors shall provide a firm-fixed-price for economic quantity ranges. Ranges of 1-3 and 4-6 each LRIP M2WS for Phase II delivery order are provided however contractors may submit differing economic ordering quantities that are more advantageous to the Government.

Include pricing for CDRLs: A001, A002, A003, A006, A007, A009, A013, A017, A018, A019, A020, A021, A022.

0005 Phase II - Production - Crew Served

Day/Night M2HB/M2A1 Weapon Sight (M2WS) in accordance with SOW paragraph 3.5.6, 3.5.7 and PS/15/JXQQ/139

- FFP/Minimum 0 Each/Maximum 1,000 Each.

Note: The maximum number for CLIN 0005 is estimated at 1000 units. However, based on Government need, the totals can exceed this maximum number of units but cannot exceed the total value of the contract.

Offerors shall provide a firm-fixed-price for economical quantity range. Ranges of 1-10, 11-50, 51-100, 101-200, and 201+ each Production M2WS for Phase II delivery order are provided however contractors may submit differing economic ordering quantities that are more advantageous to the Government.

Include pricing for CDRLs: A002, A009, A010, A011, A016, A017, A018, A020, A012, A013, A014, A015, A024, A025.

0006 Phase II - Test, Teardown, and

Evaluation (TT&E) iin accordance with SOW paragraph 3.8

- FFP* Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

The Offeror shall provide firm-fixed-price for quantity 1 each for TT&E of M2WS in accordance with SOW paragraph 3.10 Non- Warranty Failure Analysis and Repair. Include pricing for CDRLs: A023.

0007 Phase II - Non-Warranty Repair in accordance with SOW paragraph 3.10 – FFP * Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

Line item 0007 will be negotiated post contract award in accordance with SOW paragraph 3.10 Non-Warranty Failure Analysis and Repair.

0008 Phase II - Provisioning (Spare Parts) in accordance with SOW paragraph 3.10.4 – FFP * Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

Line item 0008 contract pricing will be negotiated post contract award in accordance with SOW paragraph 3.10.4 Supply Support and HQ C-1-0003, Provisioned Items Order.

0009 Technical Data Requirements for

CLIN(s) 0001 thru 0009 in accordance with the statement of work, CDRL(s) provided in Section J, and applicable DID(s).

The price/costs for all technical data generated by the contractor directly or indirectly in its performance of this procurement effort is included in the price/costs paid by the Government under CLIN(s) 0001 thru 0009.

Not Separately Priced.

1 Each

PRICE MATRIX

CLIN 0001: Phase I - Engineering and Manufacturing Development (EMD) to include delivery of 2 Each Prototypes

- FFP/Minimum 2 Each/Maximum 2 Each.

Note: Offerors shall provide a firm-fixed-price for completion of Engineering and Manufacturing Development (EMD) in accordance with SOW paragraph 3.4 and PS/15/JXQQ/139 with the exception of PS paragraph 3.9 Environmental Requirements for the initial Phase I delivery order.

Include pricing for CDRLs: A001, A002, A003, A004, A005, A013, A015, A017, A018, A019, A020, A021, A022.

Quantity Year 1 2 $

CLIN 0002: Reserved.

CLIN 0003: Reserved.

CLIN 0004: Phase II - Low Rate Initial Production (LRIP) - Crew Served Day/Night M2HB/M2A1 Weapon Sight (M2WS) in accordance with SOW paragraph 3.5.1, 3.5.2, 3.5.3, 3.5.4, 3.5.5, 3.5.6 and PS/15/JXQQ/139

- FFP/Minimum 0 Each/Maximum 6 Each.

Note: Offerors shall provide a firm-fixed-price for economic quantity ranges. Ranges of 1-3 and 4-6 each LRIP M2WS for Phase II delivery order are provided, however if additional quantity breaks more advantageous to the Government are available, the offeror may propose as such IAW Section “L” of the solicitation. Include pricing for CDRLs: A001, A002, A003, A006, A007, A009, A013, A017, A018, A019, A020, A021, A022.

Quantity Year 1 – Year 2 1 - 3 $ 4 - 6 $

CLIN 0005: Phase II - Production - Crew Served Day/Night M2HB/M2A1 Weapon Sight (M2WS) in accordance with SOW paragraph 3.5.6, 3.5.7 and PS/15/JXQQ/139

- FFP/Minimum 0 Each/Maximum 1,000 Each.

Note: Offerors shall provide a firm-fixed-price for economic quantity ranges. Ranges of 1-10, 11-50, 51-100, 101-200, and 201+ each Production M2WS for Phase II delivery order are provided, however if additional quantity breaks more advantageous to the Government are available, the offeror may propose as such IAW Section “L” of the solicitation.. Include pricing for CDRLs: A002, A009, A010, A011, A016, A017, A018, A020, A012, A013, A014, A015, A024, A025.

Quantity Year 1 Year 2 Year 3 Year 4 Year 5 1 - 10 $ N/A $ $ $ $

11 – 50 $ N/A $ $ $ $ 51 – 100 $ N/A $ $ $ $ 101 - 200 $ N/A $ $ $ $

201 + $ N/A $ $ $ $

CLIN 0006: Phase II - Test, Teardown, and Evaluation (TT&E) in accordance with SOW paragraph 3.8

- FFP * Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

Note: The Offeror shall provide firm-fixed-price for quantity 1 each for TT&E of M2WS in accordance with SOW paragraph 3.10 Non-Warranty Failure Analysis and Repair. Include pricing for CDRLs: A023.

Quantity Year 1 Year 2 Year 3 Year 4 Year 5 1 $ N/A $ $ $ $

CLIN 0007: Phase II - Non-Warranty Repair in accordance with SOW paragraph 3.10

- FFP * Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

Note: Line item 0007 will be negotiated post contract award in accordance with SOW paragraph

3.10 Non-Warranty Failure Analysis and Repair.

CLIN 0008: Phase II - Provisioning (Spare Parts) in accordance with SOW paragraph 3.10.4

- FFP * Line Item 0006, 0007, 0008 has an estimated combined ordering maximum not to exceed value of $2,500,000.

Note: Line item 0008 pricing will be negotiated post contract award in accordance with SOW paragraph 3.10.4 Supply Support and HQ-C-1-0003.

CLIN 0009: Data

- FFP/Not Separately Priced.

The Offeror shall complete the “Price Group” and “Estimated Total Price” Block 17 and 18 of each data item on the CDRL.

CONTRACT MINIMUM/MAXIMUM QUANTITY AND CONTRACT VALUE

The minimum quantity and contract value for all orders issued against this contract shall not be less than the minimum quantity and contract value stated in the following table. The maximum quantity and contract value for all orders issued against this contract shall not exceed the maximum quantity and contract value stated in the following table.

MINIMUM

QUANTITY

MAXIMUM

AMOUNT

2.00 $49,000,000.00

DELIVERY/TASK ORDER MINIMUM/MAXIMUM QUANTITY AND ORDER VALUE

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

MINIMUM

QUANTITY

MAXIMUM

AMOUNT

1.00 $49,000,000.00

CLAUSES INCORPORATED BY FULL TEXT

CNIN-NOTICE-0001 SECTION B NOTES (JUL 2015)

1. The M2WS is primarily for crew-served M2HB/M2A1 .50 caliber Machine Gun on a MK93 weapon mount with rear and forward rail interface system to be used in day/night and reduced visibility conditions out to their maximum range. The M2WS will be used in support of operations by Naval Sea Systems Command (NAVSEA) and Navy Expeditionary Combat Command (NECC).

2. The maximum total dollar value of the prospective contract(s) is anticpated not to exceed $49,000,000 over a five year period across all line items.

3. The guaranteed minimum for all contract awards are line item’s 0001(Phase I line items).

4. Offeror’s may propose performance-based payments in accordance with clause52.232-28 Invitation to Proposed Performance Based Payments and clause 52.232-32 Performance Based Payments for line item 0001 ONLY.

5. Offeror’s may propose under line item's 0004 and 0005 different quantity ranges that would be more advantageous to the Government.

6. Best Value, Trade-off procedures will be used for this procurement, in accordance with FAR 15.101-1. The Government will select for award the proposal(s) that is most advantageous and represents the best value to the Government. For the initial Phase I evaluation, the Government intends to evaluate four (4) Factors: 1) the Technical/Risk Capability Factor; 2) the Management Approach Factor; 3) the Past Performance Factor; and 4) the Price Factor. The Government will weigh the relative benefits of each proposal and award(s) will be made based on an integrated assessment of the results of the evaluation. This acquisition may result in up to two (2) awards for a short term Phase I effort, with a down-select to a single vendor for Phase II effort. The Government reserves the right to make a single award if the review of the solicitation responses only produces one (1) awardable offer. For the down-selection evaluation to enter the Phase II Effort, the Government intends to evaluate four (4) Factors: 1) the Prototype Factor; 2) the Management Approach Factor; 3) the Past Performance Factor; and 4) the Price Factor.

7. The System for Award Management (SAM) is the Official U.S. Government system that consolidated the capabilities of CCR/FedReg, ORCA, and EPLS. Offers may obtain information on SAM registration and annual confirmation at https://www.sam.gov or https://www.acquisition.gov and by phone at 1-866-606-8220.

8. Data Item Descriptions (DIDS) referenced in the attached Contract Data Requirements List(s) (CDRLs) are available at the following website: http://www.assistdocs.com

9. The technical data package may contain information that is export controlled. Only those companies that have completed DD Form 2345 and are certified under the Joint Certification Program (JCP) in an active status are authorized to receive export controlled information. Additional information is available at http://www.dlis.dla.mil/jcp/.

10. Technical questions concerning this procurement shall be submitted in writing to arrive at NSWC Crane no later than 2:00 PM EST on the seventh calendar day preceding the closing date shown on page 1 addressed as follows:

COMMANDER

CONTRACTING OFFICER/SPECIALIST JONATHAN DICKINSON

NSWC CRANE DIVISION

300 HWY 361

CRANE IN 47522-5000

or E-mail questions to jonathan.dickinson@navy.mil

11. Any amendments to the subject solicitation will be posted to FedBizOpps (http://www.fbo.gov). The complete solicitation package, including all amendments, should be received and reviewed prior to submitting a response.

It is the responsibility of the offeror to obtain all amendments and/or other applicable documents prior to submission of the offer. Under these circumstances, offerors are reminded to include acknowledgement of acceptance of these amendments in their offer.

12. Subcontracting Plan will be incorporated and made a material part of this contract IAW FAR 19.705-5(a)(5).

The subcontracting plan is an attachment set forth in Section J.

13. The contractor’s warranty provided in response to the solicitation will be incorporated by reference and made a material part of the contract.

14. Early Deliveries at no additional cost to the Government are acceptable and desirable.

(End of Text)

CNIN-NOTICE-0002 NSWC CRANE GENERAL PROCUREMENT INFORMATION (AUG 2015)

1. NSWC CRANE VISITOR INFORMATION: PORTABLE ELECTRONIC DEVICE POLICY

NSWC Crane has implemented full compliance with the NAVSEA Access and Movement Control Instruction 5510.2C, dated 7 August 2012, which restricts the use of portable electronic devices (PEDs) in all NAVSEA spaces. In accordance with NSWC Crane Policy Letter 14-02 dated 20 March 2014, all government civilian, military and contractor personnel assigned to NSWC Crane and all visitors are prohibited from bringing any device or equipment capable of recording, transmitting or exporting photographic images or audible information of any kind into NSWC Crane spaces . This policy prohibits all personal electronic devices other than personal cell phones. For the purpose of this policy, “spaces” include outdoor ranges and test areas. NSWC Crane areas will be clearly marked. Prohibited devices include: MP3 players, e-readers, digital recording devices, laptop and tablet computers, and/or other electronic devices not provided by the government or specifically authorized.

One-way pagers are allowed for fire, safety and security purposes. These devices can be used in non-NSWC Crane areas.

2. RAPIDGate NSA/NSWC CRANE INSTALLATION ACCESS

NSA/NSWC Crane is implementing the Navy Commercial Access Control System (NCACS) projects. The NCACS is the standard identity management and perimeter installation access control solution for the access management of vendors, contractors, suppliers and service providers who are not authorized a Common Access Card (CAC). The rationale for implementation of this system is to increase security while reducing impacts to the contractor community by improving efficiencies for base entry.

A new protocol being implemented to fulfill this NCACS requirement is the RAPIDGate system. The system meets Presidential Directive (HSPD-12) requirements by providing background checks of contractor personnel.

A personal badge that affords base access (and/or multiple base access) for one year will be issued to each Contractor employee that meets background check criteria. While Contractors are not required to participate in this program, those Contractors who choose not to participate will be required to obtain daily passes for base access.

For contracts which include the FAR 52.204-9 Personal Identity Verification of Contractor Personnel or will otherwise require frequent access to the Naval Support Activity (NSA)/NSWC Crane site, contractors should consider taking advantage of the benefits available from the RAPIDGate program. A Government Sponsor is required to validate a Contractor’s request for RAPIDGate access, and shall be the Contracting Officer’s Representative (COR). If there is no COR, then the Government Sponsor is the Contracting Officer.

The Government does not guarantee the contractor’s successful enrollment or the successful enrollment of any contractor employees in the RAPIDGate program. Significant delays may result from choosing to access the installation by obtaining a one day pass. The Government will not be held responsible for any access delays associated with using the daily pass process. Please address any questions or concerns regarding RAPIDGate to the COR or the local Base Security Office personnel listed below.

NSA/NSWC Crane RAPIDGate Primary Program Point of Contact is Jon Thomas, and can be reached at Jon.M.Thomas@Navy.mil or at 812-854-5642.

Additional information is available at http://www.rapidgate.com/

3. TAX EXEMPTION

Section 39(A) and Section 6 of the Indiana Gross Income Tax Act of 1933, specifically exempts NSWC Crane Division as a government activity from any payment of sales and use taxes. The assigned Exemption Number is 0018103400015

4. BUSINESS HOURS

NSWC Crane Division allows flexible working hours for its employees. The core time when all employees are scheduled to work is 9:00 am to 2:30 pm (local time).

5. NSWC CRANE RECEIVING FACILITY SCHEDULE

Contractors shall schedule deliveries to ensure arrival at destination only on Monday through Friday (excluding holidays) between the hours of 7:00 A.M. and 2:00 P.M. Eastern Standard Time (EST). The receiving facility is closed on Saturdays and Sundays.

Contractors shall ensure deliveries of EXPLOSIVE MATERIALS arrive at destination only on Monday through Thursday (excluding holidays) between the hours of 7:00 A.M. and 2:00 P.M. EST. The receiving facility for explosives is closed on Fridays, Saturdays and Sundays.

6. HANDLING OF INFORMATION BY CONTRACTOR SUPPORT PERSONNEL

Contractors are hereby notified that contractor support personnel within the NSWC Crane Contracting Department may be handling Bid and Proposal or Quote data as well as other correspondence and documentation concerning this action. Non-disclosure statements have been executed by all contractor support personnel participating in the process and are maintained by NSWC Crane.

CNIN-B-0005 ORDERING -- ADDITIONAL INFORMATION (JAN 2013)

The agency authorized to place delivery orders against this contract is:

Naval Surface Warfare Center, Crane Division (NSWC Crane) – N00164 300 Hwy 361 Crane, IN 47522-5001.

Orders shall be placed against this contract using a DD 1155 or SF 1449 format.

CNIN-B-0008 DATA RIGHTS (APR 2012)

The Government shall have unlimited data rights to all technical data generated in the performance of this contract, whether required to be delivered or not, in accordance with (IAW) DFARS 252.227-7013; and similarly to all computer software and computer software documentation generated in the performance of this contract, whether required to be delivered or not, IAW DFARS 252.227-7014; unless an assertion is provided and accepted by the Government with the offer IAW DFARS 252.227-7017. Upon creation of an assertion table as directed/applicable, the Offeror will identify the specific CLIN and CDRL to which the assertion applies. If the Government determines that acceptance of an assertion(s) is valid, said assertion(s) will be incorporated into the resultant contract.

HQ B-2-0004 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(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 $500 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 may 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.

HQ B-2-0017 REFUNDS (SPARES AND SUPPORT EQUIPMENT) (NAVSEA)

(SEP 1990)

(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 only be made for the difference between the intrinsic value of the item at the time an agreement on price was reached and the contract price. Refunds will not be made to recoup the amount of cost decreases that occur over time due to productivity gains (beyond 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 will 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 B-18 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 with a unit price in excess of $100,000; or in excess of $25,000 if the Contractor submitted, and certified the currency, accuracy and completeness of, cost or pricing data applicable to the item.

HQ B-2-0022 CONTRACT SUMMARY FOR PAYMENT OFFICE (FIXED

PRICE) (FEB 1997)

This entire contract is fixed price.

Section C - Descriptions and Specifications

STATEMENT OF WORK (SOW)

The Statement of Work dated 22 October 2015 is provided as a separate attachment, Exhibit B.

PERFORMANCE SPECIFICATION

The Performance Specification dated 22 October 2015 is provided as a separate attachment, Exhibit C.

HQ-C-1-0001 ITEM(S) 0009 - DATA REQUIREMENTS (NAVSEA) (SEP 1992)

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

HQ C-1-0003 ITEM(S) 0008 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 2015)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders will be placed by the Contracting Officer, Provisioning Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation of Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "CONTRACT DEFINITIZATION" (DFARS 252.217-7027) shall be included in any undefinitized order.

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

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

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

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

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

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

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

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph (e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.4 and Part 31 of the FAR, and issue a unilateral order subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "LIMITATION OF GOVERNMENT LIABILITY" clause

(FAR 52.216-24).

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

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

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

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

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

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

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

HQ-C-2-0008 ASSIGNMENT AND USE OF NATIONAL STOCK NUMBERS (NAVSEA) (MAY 1993)

To the extent that National Stock Numbers (NSNs) or preliminary NSNs are assigned by the Government for the identification of parts, pieces, items, subassemblies or assemblies to be furnished under this contract, the Contractor shall use such NSNs or preliminary NSNs in the preparation of provisioning lists, package labels, packing lists, shipping containers and shipping documents as required by applicable specifications, standards or Data Item Descriptions of the contract or as required by orders for spare and repair parts. The cognizant Government Contract Administration Office shall be responsible for providing the Contractor such NSNs or preliminary NSNs which may be assigned and which are not already in possession of the Contractor.

HQ C-2-0009 ASSIGNMENT OF SERIAL NUMBER(S) (NAVSEA) (SEP 1990)

The Contractor shall request serial number assignment, in writing, from the Cognizant Technical Program Office, with a copy to the cognizant Contract Administration Office. The request for serial number assignment shall contain the following minimum information:

(a) Contract number;

(b) Assigned line item number and description;

(c) Assigned type designation;

(d) Assigned model number;

(e) Top drawing number and ID (List of Drawings) number;

(f) Exact quantity for which serial numbers are being requested, including preproduction samples required by the contract; and

(g) National Stock Number

HQ C-2-0012 CONFIGURATION MANAGEMENT (NAVSEA) (APR 2015)

(a) Baseline Definition - For configuration control purposes, all contractual documentation in effect at the time of contract award shall constitute the Contract Baseline which shall be considered incorporated in the baseline documentation.

(b) General Requirement - (1) The Contractor shall maintain a Configuration Control Program to assure that all detail level work being performed under this contract is in compliance with appropriate baseline documentation.

The Contractor shall prepare a Configuration Management Plan in accordance with the requirements of the contract for approval by the Government.

(2) Whenever a situation arises wherein the Contractor cannot comply with a baseline document, or whenever intent of such documentation is significantly changed by detail level documentation, the Contractor shall submit change documents to modify baseline documents to resolve the conflict or to allow non-compliance.

Whenever the cost of implementing a proposed change is less than the threshold requiring certified cost or pricing data, the Contractor shall provide documentation explaining the nature of related costs as shown on the change document. Whenever the contract cost changes by an amount greater than the threshold requiring certified cost or pricing data, the Contractor shall complete such cost and pricing data as the Contracting Officer shall require detailing all related costs, and attach it to the change document. Requirements for cost and pricing data shall be determined by the gross amount of the change unless otherwise directed by the contracting officer. Change documentation shall be submitted to the Contracting Officer in accordance with the Contract Data Requirements List (CDRL), and as described in paragraphs (c) through (f) below.

(c) Engineering Change Proposals (ECPs) - ECPs shall be prepared in accordance with the approved configuration management plan and the requirements of the contract. DI-SESS-80639D approved 7 April 2015 and MIL-HDBK- 61A of 7 Feb 2001 apply. An ECP should be submitted whenever the detail level physical configuration, material quality, operational or functional performance of equipment or installed systems will not be in compliance with baseline design-related documents (Specifications, Contract Drawings, etc.), and a change to the baseline document is considered an appropriate means of resolving a design-related issue. Documentation shall be developed in sufficient detail to enable Government review and evaluation of the merits of the proposed change, including cost and scheduling impact, ship class impact, and consequences if disapproved. All existing drawings and technical manuals impacted by the change shall be listed along with a brief narrative explanation of needed changes to incorporate the ECP if approved. Weight and moment data incidental to the change shall be provided. The Contractor shall also prepare applicable baseline document insert sheets, with specific word changes or proposed re-write, to facilitate baseline documentation changes.

(d) Non-Engineering Change Proposals (NECPs) – An NECP should be submitted whenever necessary to document administrative, procedural, scheduling, or documentation changes that do not directly impact the physical configuration of the equipment. The NECP shall explain the nature of the problem, identify the applicable baseline document (i.e., Contract Data Requirement List (CDRL), Contract Clause, etc.) and provide a detailed explanation justifying the proposed course of action desired to resolve the problem. Insert sheets for applicable documents shall also be attached to facilitate change action in the event the NECP is approved.

(e) Deviations and Waivers - In the event that a baseline design-related document requirement cannot be met, and a change to the baseline document is considered inappropriate, the Contractor shall submit a Request for Variance.

DI-SESS-80640D approved 7 April 2015 and MIL-HDBK-61A of 7 Feb 2001 apply. The explanation of "need for deviation" should provide detailed justification and consequences of approval, to include technical details explaining the degree of non-compliance or effect on ship equipment or system operation constraints. In a similar manner, a waiver shall document an "as built" configuration that departs from baseline documentation and should include any proposed corrections or modifications to better meet the intent of the baseline document.

(f) Equitable Adjustments for Change Documentation Preparations - For its effort expended in preparing ECPs, NECPs, Deviations and Waivers, the Contractor shall receive equitable adjustment under the following circumstances:

(1) In the event the Contractor, on its own initiative, and without written request from the Contracting Officer, develops a change document that is later disapproved by the Government, the Contractor shall bear the cost of this effort.

(2) To avoid such loss, and at its option, the Contractor may submit a "preliminary" document that outlines intent, but without detailed supporting documentation and request the Contracting Officer's approval for expenditure of effort to complete the detailed supporting documentation. In the event the Contracting Officer denies this request, the Contractor will bear the cost of development of the "preliminary" document, and shall make no further effort to complete detailed supporting documentation.

(3) In the event the Contracting Officer approves the Contractor's request to develop supporting documentation, the Contractor shall be equitably compensated for its effort for both the "preliminary" and "final" documentation, regardless of whether or not the change document is later approved.

(4) In the event the Contracting Officer requests in writing that the Contractor develop change documentation, the effort expended by the Contractor in developing such documentation shall be subject to equitable adjustment, regardless of whether or not the change document is later approved.

(5) In the event the Contractor, on its own initiative, and without written request from the Government, develops a change document that is later approved by the Contracting Officer, the cost of developing such documentation shall be incorporated in the contract modification that implements the change.

(6) Failure to agree to such equitable adjustment in contract price shall constitute a dispute, and shall be adjudicated in accordance with the requirements of the clause entitled "DISPUTES" (FAR 52.233-1).

(g) Any cost reduction proposal submitted pursuant to the clause entitled "VALUE ENGINEERING" (FAR 52.248-1) shall be submitted as a Code V Engineering Change Proposal (VECP). DI-SESS-80639D approved 7 April 2015 and MIL-HDBK-61A of 7 Feb 2001 apply. Information required by the "VALUE ENGINEERING" clause shall also be submitted as part of the change request.

HQ-C-2-0014 CONTRACTOR'S PROPOSAL (NAVSEA) (JAN 2008)

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal TBD dated TBD in response to NAVSEA Solicitation No. N00164-16-R-JQ16.

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

(f) of the clause, following "the specification" in the order of precedence.

HQ-C-2-0023 EXCLUSION OF MERCURY (NAVSEA) (JAN 2008)

Mercury or mercury containing compounds shall not be intentionally added or come in direct contact with hardware or supplies furnished under this contract.

HQ C-2-0024 EXTENSION OF COMMERCIAL WARRANTY (NAVSEA) (NOV

1996)

The Contractor shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar commercial sale, provided that such warranty is available at no additional cost to the Government. The Contractor shall provide a copy of the standard commercial warranty with the item. The standard commercial warranty period shall begin upon the final acceptance of the applicable material or software. Acceptance of the standard commercial warranty does not waive the Government's rights under the "Inspection" clause, nor does it limit the Government's rights with regard to other terms and conditions of the contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty.

HQ C-2-0032 INFORMATION AND DATA FURNISHED BY THE GOVERNMENT - ALTERNATE II

(NAVSEA) (SEP 2009)

(a) NAVSEA Form 4340/2 or Schedule C, as applicable, Government Furnished Information, attached hereto, incorporates by listing or specific reference, all the data or information which the Government has provided or will provide to the Contractor except for

(1) The specifications set forth in Section C, and

(2) Government specifications, including drawings and other Government technical documentation which are referenced directly or indirectly in the specifications set forth in Section C and which are applicable to this contract as specifications, and which are generally available and provided to Contractors or prospective Contractors upon proper request, such as Federal or Military Specifications, and Standard Drawings, etc.

(b) Except for the specifications referred to in subparagraphs (a)(1) and (2) above, the Government will not be obligated to provide to the Contractor any specification, drawing, technical documentation or other publication which is not listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, notwithstanding anything to the contrary in the specifications, the publications listed or specifically referenced in NAVSEA Form 4340/2 or Schedule C, as applicable, the clause entitled "GOVERNMENT PROPERTY" (FAR 52.245-1) or "GOVERNMENT PROPERTY INSTALLATION OPERATION SERVICES " (FAR 52.245-2), as applicable, or any other term or condition of this contract.

(c)(1) The Contracting Officer may at any time by written order:

(i) delete, supersede, or revise, in whole or in part, data listed or specifically referenced in

NAVSEA Form 4340/2 or Schedule C, as applicable; or

(ii) add items of data or information to NAVSEA Form 4340/2 or Schedule C, as applicable; or

(iii) establish or revise due dates for items of data or information in NAVSEA Form 4340/2 or Schedule C, as applicable.

(2) If any action taken by the Contracting Officer pursuant to subparagraph (c)(1) immediately above causes an increase or decrease in the costs of, or the time required for, performance of any part of the work under this contract, the contractor may be entitled to an equitable adjustment in the contract amount and delivery schedule in accordance with the procedures provided for in the "CHANGES" clause of this contract.

HQ-C-2-0038 PERMITS AND RESPONSIBILITIES (NAVSEA) (SEP 1990)

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations, in connection with any movement over the public highways of overweight/overdimensional materials.

HQ C-2-0041 PRINTING OF TECHNICAL MANUALS, PUBLICATIONS, CHANGES, REVISIONS AND

AMENDMENTS (NAVSEA) (APR 2015)

(a) The printing, duplication, and binding of all technical manuals, books, and other publications, and changes, amendments, and revisions thereto, including all copies and portions of such documents which are required to be prepared and furnished under this contract for review, approval or otherwise, shall be accomplished in accordance with the following:

(1) DOD Instruction 5330.03, Defense Logistics Agency (DLA) Document Services of February 8, 2006

(2) Federal Acquisition Regulation (FAR) Subparts 8.8 and 17.5, as in effect on the date of this contract and;

(3) "Government Printing and Binding Regulations", published by the Joint Committee on Printing, Congress of the United States, as in effect on the date of this contract.

(b) Publications and other printed or duplicated material which (1) are prepared and carried by equipment manufacturers for regular commercial sale or use, and (2) require no significant modification for military use or to meet the requirements of this contract, or (3) are normally supplied for commercial equipment, shall be provided by the Contractor. Except for material falling within (1) through (3) of this paragraph, the printing of technical manuals, publications, changes, revisions, or amendments by the Contractor or subcontractor is prohibited.

(c) The Contractor shall have the printing and binding of final approved technical manuals, publications, changes, revisions and amendments thereto, as required under this contract (whether prepared by the Contractor or a subcontractor), printed at Government…