N00253-18-R-0002_RFP_DRAFT.pdf

N00253-18-R-0002

Section B - Supplies or Services and Prices

NOTES

NOTE 1: This solicitation was originally announced as N00253-17-R-0002. However, since it was not released in

FY17 as planned, the solicitation number is changed to N00253-18-R-0002. All references to N00253-17-R-0002 contained within this document or its associated attachments and exhibits shall be read as N00253-18-R-0002.

NOTE 2: The minimum guarantee for the resulting contract is $250,000.

NOTE 3: The Government reserves the right to issue delivery/task orders via facsimile or by other electronic commerce methods. The Government may also issue Technical Instructions in accordance with clause 5252.242-

9115, Technical Instructions (Apr 2015), included in Section H.

ITEM NO SUPPLIES/SERVICES QUANTITY UNIT UNIT PRICE AMOUNT

0001 172,280 Hours USN TI-20 Engineering

CPIF

Year 1

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

Section B Notes A and F apply.

FOB: Origin (Shipping Point)

TARGET COST

TARGET FEE

TOTAL TGT COST + FEE

MINIMUM FEE

MAXIMUM FEE

SHARE RATIO ABOVE TARGET

SHARE RATIO BELOW TARGET

0002 193,723 Hours USN TI-20 Engineering

CPIF

Year 2

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0003 257,657 Hours USN TI-20 Engineering

CPIF

Year 3

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0004 131,546 Hours USN TI-20 Engineering

CPIF

Year 4

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0005 24,478 Hours USN TI-20 Engineering

CPIF

Year 5

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0006 Lot USN TI-20 Non-Production Material

CPFF

Years 1 - 5

SOW Sections 3.2 (NRE) & 3.4 (Engineering & Technical Support Services).

Section B Notes B and F apply.

MATERIAL COSTS, EXCLUDING FEE, SHALL NOT EXCEED

$11,286,631. MAXIMUM AMOUNT FOR THIS CLIN WILL BE

ESTABLISHED BASED ON APPLICATION OF OFFEROR'S PROPOSED

FIXED FEE PERCENTAGE TO THE MATERIAL COST AMOUNT.

ESTIMATED COST

FIXED FEE

TOTAL EST COST + FEE

0007 Lot USN TI-20 Travel & Subsistence

COST

Years 1 - 5

SOW Section 3.6 (Travel & Subsistence)

Section B Notes C and F apply.

MAXIMUM AMOUNT OF THIS CLIN SHALL NOT EXCEED $1,209,600.

0008 Lot USN TI-20 Production, Surge & Spares

CPIF

Years 1 - 5

SOW Section 3.3. (Production, Surge & Spares).

Section B Notes D and F apply.

***See Shipset Stepladder Pricing Table***

TARGET COST, EXCLUDING FEE, SHALL NOT EXCEED $344,423,098.

TOTAL TARGET COST PLUS TARGET FEE FOR THIS CLIN WILL BE

ESTABLISHED BASED ON APPLICATION OF OFFEROR’S PROPOSED

TARGET FEE PERCENTAGE TO THE TARGET COST AMOUNT.

0009 34,754 Hours FMS TI-20 Engineering

CPIF

Year 1

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0010 36,619 Hours FMS TI-20 Engineering

CPIF

Year 2

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0011 28,869 Hours FMS TI-20 Engineering

CPIF

Year 3

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0012 16,879 Hours FMS TI-20 Engineering

CPIF

Year 4

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0013 1,499 Hours FMS TI-20 Engineering

CPIF

Year 5

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

0014 Lot FMS TI-20 Non-Production Material

CPFF

Years 1 - 5

MATERIAL COSTS, EXCLUDING FEE, SHALL NOT EXCEED $3,121,561.

MAXIMUM AMOUNT FOR THIS CLIN WILL BE ESTABLISHED BASED

ON APPLICATION OF OFFEROR'S PROPOSED FIXED FEE

PERCENTAGE TO THE MATERIAL COST AMOUNT.

0015 Lot FMS TI-20 Travel & Subsistence

COST

Years 1 - 5

MAXIMUM AMOUNT OF THIS CLIN SHALL NOT EXCEED $1,872,937.

0016 Lot FMS TI-20 Production, Surge & Spares

CPIF

Years 1 - 5

SOW Section 3.3. (Production, Surge & Spares).

TARGET COST, EXCLUDING FEE, SHALL NOT EXCEED $40,580,292.

ESTABLISHED BASED ON APPLICATION OF OFFEROR’S PROPOSED

0017 1 Lot TI-20 & TI-22 Data Submittals

USN, FMS, RAN

Years 1 - 7

Data submittals In accordance with the DD1423 Contract Data Requirements Lists, Exhibits A, B, C per SOW Section 3.7 (Contract Data Requirements List Items).

Data items are not separately priced.

Section B Note F applies.

NET AMT

1001 28,629 Hours OPTION USN TI-20 Engineering

CPIF

Year 1

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1002 148,339 Hours OPTION USN TI-22 Engineering

CPIF

Year 4

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

Section B Notes A, E, and F apply.

1003 220,298 Hours OPTION USN TI-22 Engineering

CPIF

Year 5

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1004 156,849 Hours OPTION USN TI-22 Engineering

CPIF

Year 6

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1005 106,623 Hours OPTION USN TI-22 Engineering

CPIF

Year 7

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1006 Lot OPTION USN TI-22 Non-Production Material

CPFF

Years 1 - 5

MATERIAL COSTS, EXCLUDING FEE, SHALL NOT EXCEED

$11,286,631. MAXIMUM AMOUNT FOR THIS CLIN WILL BE

ESTABLISHED BASED ON APPLICATION OF OFFEROR'S PROPOSED

FIXED FEE PERCENTAGE TO THE MATERIAL COST AMOUNT.

1007 Lot OPTION USN TI-22 Travel & Subsistence

COST

Years 1 - 5

MAXIMUM AMOUNT OF THIS CLIN SHALL NOT EXCEED $1,209,600.

1008 Lot OPTION USN TI-22 Production, Surge & Spares

CPIF

Years 1 - 5

SOW Section 3.3. (Production, Surge & Spares).

TARGET COST, EXCLUDING FEE, SHALL NOT EXCEED $344,423,098.

ESTABLISHED BASED ON APPLICATION OF OFFEROR’S PROPOSED

1009 3,208 Hours OPTION FMS TI-20 Engineering

CPIF

Year 1

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1010 19,034 Hours OPTION FMS TI-22 Engineering

CPIF

Year 4

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1011 13,487 Hours OPTION FMS TI-20 Engineering

CPIF

Year 5

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1012 13,386 Hours OPTION FMS TI-22 Engineering

CPIF

Year 6

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1013 11,505 Hours OPTION FMS TI-22 Engineering

CPIF

Year 7

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1014 Lot OPTION FMS TI-22 Non-Production Material

CPFF

Years 1 - 5

MATERIAL COSTS, EXCLUDING FEE, SHALL NOT EXCEED $3,121,561.

ON APPLICATION OF OFFEROR'S PROPOSED FIXED FEE

1015 Lot OPTION FMS TI-22 Travel & Subsistence

COST

Years 1 - 5

MAXIMUM AMOUNT OF THIS CLIN SHALL NOT EXCEED $1,872,937.

1016 Lot OPTION FMS TI-22 Production, Surge & Spares

CPIF

Years 1 - 5

SOW Section 3.3. (Production, Surge & Spares).

TARGET COST, EXCLUDING FEE, SHALL NOT EXCEED $40,580,292.

ESTABLISHED BASED ON APPLICATION OF OFFEROR’S PROPOSED

1017 6,164 Hours OPTION RAN TI-22 Engineering

CPIF

Year 3

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1018 7,763 Hours OPTION RAN TI-22 Engineering

CPIF

Year 4

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1019 7,358 Hours OPTION RAN TI-22 Engineering

CPIF

Year 5

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1020 22,105 Hours OPTION RAN TI-22 Engineering

CPIF

Year 6

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1021 2,658 Hours OPTION RAN TI-22 Engineering

CPIF

Year 7

SOW Sections 3.2 (Non-Recurring Engineering) and 3.4 (Engineering &

Technical Support Services).

1022 Lot OPTION RAN TI-22 Non-Production Material

CPFF

Years 3 - 7

Section B Notes B, E, and F apply.

MATERIAL COSTS, EXCLUDING FEE, SHALL NOT EXCEED $690,714.

ON APPLICATION OF OFFEROR'S PROPOSED FIXED FEE

1023 Lot OPTION RAN TI-22 Travel & Subsistence

COST

Years 3 - 7

Section B Notes C, E, and F apply.

MAXIMUM AMOUNT OF THIS CLIN SHALL NOT EXCEED $14,965,479.

1024 Lot OPTION RAN TI-22 Production, Surge & Spares

CPIF

Years 3 - 7

SOW Section 3.3. (Production, Surge & Spares).

Section B Notes D, E, and F apply.

TARGET COST, EXCLUDING FEE, SHALL NOT EXCEED $1,151,191.

ESTABLISHED BASED ON APPLICATION OF OFFEROR’S PROPOSED

1025 1 Lot OPTION Additional License Rights

FFP

License Rights greater than those identified in DFARS, 252.227-7017, Identification and Assertion of Use, Release, or Disclosure Restrictions.

Notes E and F apply.

NOTE: If optional license rights are not offered/available, indicate "none." Do

NOT leave this CLIN blank.

NOTE: The quantity of 1 LOT will be changed to reflect the actual license rights available for optional purchase per the Offeror's proposal. See Section L, Instructions to Offerors.

NET AMT

SECTION B NOTES

NOTE A – Applicable to Non-Recurring Engineering Level of Effort (LOE) Contract Line Item Numbers

(CLINs)

1. The LOE target cost and target fee pool amounts of the contract are set forth in Section J, Attachment 10, Worksheet 10D. The final target cost and target fee pool amounts shall be based upon the actual level of effort the contractor provides as explained in paragraphs 2 through 5 of this note.

2. The final CPIF target cost for the LOE CLINs (and LOE options, if exercised) shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by

Technical Instructions (TIs), under each task order by the rate in the Target Cost Hourly Rate column. The final

CPIF target fee for each CLIN shall be determined by multiplying the allowable hours worked, including subcontractor hours, not to exceed the hours authorized by TIs, under each task order by the rate in the Target Fee

Hourly Rate column.

3. The fee adjustment formula (share ratio) for all CPIF LOE CLINs, including options if exercised, is 60/40 for underruns and 50/50 for overruns (Government/Contractor). The fee earned will be based on the total allowable cost incurred by the contractor in comparison to the final target cost for each CLINs. See paragraphs 4 and 5 of this

Note A and the Incentive Fee clause (FAR 52.216-10) in Section I for further information on how the target cost and target fee are determined and the fee earned is calculated.

4. The following examples illustrate how the final target cost and target fee amounts are determined and how the actual fee earned thereon is calculated. The assumptions are:

NEGOTIATED HOURS 300,000

TARGET COST HOURLY RATE $110

TARGET COST $33,000,000

TARGET FEE HOURLY RATE $6.60

MINIMUM FEE 0% $0

MAXIMUM FEE 10% $3,300,000

SHARE RATIO UNDERRUN 60/40 (Government/Contractor)

SHARE RATIO OVERRUN 50/50 (Government/Contractor)

EXAMPLE 1 – SLIGHT UNDERRUN (Share Ratio 60/40)

Actual Hours Worked: 300,000

Actual Cost Incurred: $31,000,000 (including COM)

Final Target Cost: 300,000 hours X $110 Target Cost hourly rate = $33,000,000 (including COM)

Final Target Fee: 300,000 hours X $6.60 Target Fee hourly rate = $1,980,000

Incentive Fee Earned: $1,980,000 + [40% X ($33,000,000 - $31,000,000)] = $2,780,000 (Subject to Min/Max Fees)

Total Cost plus Fee paid by Government: $31,000,000 + $2,780,000 = $33,780,000

EXAMPLE 2 – LARGE UNDERRUN (Share Ratio 60/40)

Actual Cost Incurred: $29,000,000 (including COM)

Final Target Cost: 300,000 hours X $110 TC hourly rate = $33,000,000 (including COM)

Final Target Fee: 300,000 X $6.60 TF hourly rate = $1,980,000

Incentive Fee Earned: $1,980,000 + [40% X ($33,000,000 - $29,000,000)] = $3,580,000 (Exceeds Max Fee)

Total Cost plus Fee paid by the Government: $29,000,000 + $3,300,000 - $32,300,000

EXAMPLE 3 – SLIGHT OVERRUN (Share Ratio 50/50)

Actual Cost Incurred: $34,000,000 (including COM)

Final Target Cost: 300,000 hours X $110 TC hourly rate = $33,000,000 (including COM)

Final Target Fee: 300,000 hours X $6.60 TF hourly rate = $1,980,000

Incentive Fee Earned: $1,980,000 + [50% X ($33,000,000 - $34,000,000)] = $1,480,000 (Subject to Min/Max Fees)

Total Cost plus Fee paid by Government: $34,000,000 + $1,480,000 = $35,480,000

EXAMPLE 4 – LARGE OVERRUN (Share Ratio 50/50)

Actual Cost Incurred: $37,000,000 (including COM)

Final Target Cost: 300,000 hours X $110 TC hourly rate = $33,000,000 (including COM)

Final Target Fee: 300,000 hours X $6.60 TF hourly rate = $1,980,000

Incentive Fee Earned: $1,980,000 + [50% X ($33,000,000 - $37,000,000)] = -$20,000 (Below Min Fee)

Total Cost plus Fee paid by Government: $37,000,000 + $0 = $37,000,000

5. Separate Target Fee pools are established for each task order issued under the LOE CLINs listed in the Section J, Attachment 10, Worksheet 10D. Accordingly, the cost performance on one (or more) of the task orders cannot be used by the Contractor to offset the cost performance on one or more of the other task orders. If, for example, the contractor underruns task order 0001, this underrun cannot be used by the Contractor to offset an overrun on task order 0002.

NOTE B – Applicable to Non-Production Material CLINs

The Government has provided amounts for materials on the applicable CLINs and will fund materials as needed during contract performance. Costs incurred by the Contractor during performance of the specified material CLINs will be reimbursed at cost, including indirect burdens, and the fixed fee rate proposed in Section J, Attachment 10, Worksheet 10F.

NOTE C – Applicable to Travel and Subsistence CLINs

The Government has provided amounts for travel and subsistence on the applicable CLINs and will fund these

CLINs as needed during contract performance. Costs incurred by the Contractor during performance of the specified travel and subsistence CLINs will be reimbursed at cost only, including indirect burdens, no fee.

NOTE D – Applicable to Production, Surge Requirements, and Spares CLINs

1. The fee adjustment formula (share ratio) is 60/40 for underruns and 50/50 for overruns (Government/Contractor).

The fee earned will be based on the total allowable cost incurred by the contractor in comparison to the final target cost for each delivery order. See paragraphs 2 and 3 of this Note D and the Incentive Fee clause (FAR 52.216-10) in

Section I for further information on how the target cost and target fee are determined and the fee earned is calculated.

2. The following examples illustrate how the final cost and fee amounts are determined for delivery orders under this CLIN. The assumptions are:

TARGET COST $15,000,000

TARGET FEE 6% $900,000

MINIMUM FEE 0% $0

MAXIMUM FEE 10% $1,500,000

SHARE RATIO UNDERRUN 60/40 (Government/Contractor)

SHARE RATIO OVERRUN 50/50 (Government/Contractor)

EXAMPLE 1 – SLIGHT UNDERRUN (Share Ratio 60/40)

Actual Cost Incurred: $14,000,000 (including COM)

Incentive Fee Earned: $900,000 + [40% X ($15,000,000 - $14,000,000)] = $1,300,000 (Subject to Min/Max Fees)

Total Cost plus Fee paid by Government: $14,000,000 + $1,300,000 = $15,300,000

EXAMPLE 2 – LARGE UNDERRUN (Share Ratio 60/40)

Actual Cost Incurred: $12,000,000 (including COM)

Incentive Fee Earned: $900,000 + [40% X ($15,000,000 - $12,000,000)] = $2,100,000 (Exceeds Max Fee)

Total Cost plus Fee paid by the Government: $12,000,000 + $1,500,000 = $13,500,000

EXAMPLE 3 – SLIGHT OVERRUN (Share Ratio 50/50)

Actual Cost Incurred: $16,000,000 (including COM)

Incentive Fee Earned: $900,000 + [50% X ($15,000,000 - $16,000,000)] = $400,000 (Subject to Min/Max Fee)

Total Cost plus Fee paid by the Government: $16,000,000 + $400,000 = $16,400,000

EXAMPLE 4 – LARGE OVERRUN (Share Ratio 50/50)

Actual Cost Incurred: $18,000,000 (including COM)

Incentive Fee Earned: $900,000 + [50% X ($15,000,000 - $18,000,000)] = -$600,000 (Less than Min Fee)

Total Cost plus Fee paid by the Government: $18,000,000 + $0 = $18,000,000

3. Separate Target Fee pools are established for each delivery order awarded under this CLIN. Accordingly, the cost performance on one (or more) of the delivery orders cannot be used by the Contractor to offset the cost performance on one or more of the other delivery orders. If, for example, the contractor underruns delivery order

0001, this underrun cannot be used by the Contractor to offset an overrun on delivery order 0002.

4. Attachment 10, Worksheet G – Shipset Stepladder Pricing Table, applies to this CLIN. The Offeror shall provide stepladder pricing in Worksheet G, which shall be contractually binding.

NOTE E - Option item to which the clause in Section I entitled “Option to Extend the Term of the Contract” applies and which is to be supplied only if and to the extent the option is exercised.

NOTE F – Attachment 3, Clause Applicability Matrix, provides clause applicability for those clauses that are only applicable to a certain CLINs. Clauses not listed in the matrix apply to all CLINs.

CLAUSES INCORPORATED BY FULL TEXT

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.

(End of Text)

HQ B-2-0007 LIMITATION OF COST OR LIMITATION OF FUNDS

The clause entitled "LIMITATION OF COST" (FAR 52.232-20) or "LIMITATION OF FUNDS" (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost.

HQ B-2-0009 NOTE (CDRL)

Offeror shall complete the "Price Group" and "Estimated Total Price" blocks of each data item on the Contract Data

Requirements List(s), attached hereto.

HQ B-2-0014 PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (MAY 1993)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be equal to eighty-five percent (85%) of the allowable cost of each invoice submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or "INCENTIVE FEE" clause, as applicable (percentage of fee is based on fee dollars divided by estimated cost dollars, including facilities capital cost of money). Total fee(s) paid to the

Contractor shall not exceed the fee amount(s) set forth in this contract.

(c) In the event of discontinuance of the work under this contract, or any specified phase of the contract, in accordance with the clause of this contract entitled "LIMITATION OF FUNDS" (FAR 52.232-22) or "LIMITATION OF COST"

(FAR 52.232-20), as applicable, the fee shall be equitably adjusted by mutual agreement to reflect the diminution of work. If the adjusted fee is less than the sum of all fee payments made to the Contractor under this contract, the

Contractor shall repay the excess amount to the Government. If the adjusted fee exceeds all payments made to the

Contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

(d) Fee(s) withheld pursuant to the terms and conditions of this contract shall not be paid until the contract has been modified to reduce the fee(s) in accordance with paragraph (c) above, or until the Procuring Contracting Officer has advised the paying office in writing that no fee adjustment is required.

HQ B-2-0015 PAYMENTS OF FEE(S) (LEVEL OF EFFORT – ALTERNATE 1) (NAVSEA) (MAY 2010)

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

(b) The Government shall make payments to the Contractor, subject to and in accordance with the clause in this contract entitled "FIXED FEE" (FAR 52.216-8) or "INCENTIVE FEE", (FAR 52.216-10), as applicable. Such payments shall be submitted by and payable to the Contractor pursuant to the clause of this contract entitled "ALLOWABLE COST

AND PAYMENT" (FAR 52.216-7), subject to the withholding terms and conditions of the "FIXED FEE" or

"INCENTIVE FEE" clause, as applicable, and shall be paid at the hourly rate(s) specified above per man-hour performed and invoiced. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract.

HQ B-2-0016 PROVISIONING TECHNICAL DOCUMENTATION – WITHHOLDING OF PAYMENT

(NAVSEA) (SEP 1990)

(a) For the purpose of paragraph (c) of the "PROGRESS PAYMENTS" clause of this contract, if included, the requirement that the Contractor develop and deliver Provisioning Technical Documentation (PTD) is considered to be a

"material requirement of this contract," and Contractor failure to make adequate progress in the development of PTD, or to deliver acceptable PTD on a timely basis, may result in reduction or suspension of Progress Payments as provided in said paragraph.

(b) The PTD is considered to be a part of the "Technical Data" specified to be delivered under this contract for the purposes of the "TECHNICAL DATA--WITHHOLDING OF PAYMENT" (DFARS 252.227-7030) clause. The terms and conditions of the clause entitled "LIMITATION ON WITHHOLDING OF PAYMENTS (FAR 52.232-9), if included in this contract, shall not apply to withholding of payment for failure to make timely delivery of the PTD or delivery of deficient PTD.

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 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-2-0020 TRAVEL COSTS – ALTERNATE I (NAVSEA) (APR 2015)

(a) Except as otherwise provided herein, the Contractor shall be reimbursed for its actual travel costs in accordance with FAR 31.205-46. The costs to be reimbursed shall be those costs determined to be allowable, allocable and reasonable by the Procuring Contracting Officer, Administrative Contracting Officer or their duly authorized representative, as advised by DCAA.

(b) Reimbursable travel costs include only that travel performed from the Contractor's facility to the worksite, in and around the worksite, and from the worksite to the Contractor's facility.

(c) Relocation costs and travel costs incidental to relocation are allowable to the extent provided in FAR 31.205-35;

however, Contracting Officer approval shall be required prior to incurring relocation expenses and travel costs incidental to relocation.

(d) The Contractor shall not be reimbursed for the following daily local travel costs:

(i) travel at U.S. Military Installations where Government transportation is available,

(ii) travel performed for personal convenience/errands, including commuting to and from work, and

(iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for the

Contractor's or employee's convenience.

HQ B-2-0023 CONTRACT SUMMARY FOR PAYMENT OFFICE (COST/FIXED PRICE) (FEB 1997)

This contract includes the following mixture of cost reimbursement and fixed price line items:

Item Type*

0001-1024 CR

1025 FP

*CR – Cost Reimbursement

FP – Fixed Price

Section C - Descriptions and Specifications

STATEMENT OF WORK

The TIH 20/22 Statement of Work is provided as Attachment 1.

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

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

1423, Exhibit A, Exhibit B, and Exhibit C, attached hereto.

HQ C-1-0007 PROVISIONING TECHNICAL DOCUMENTATION (NAVSEA) (FEB 1994)

The Provisioning Technical Documentation (PTD) shall be in accordance with the Provisioning Requirements Statement

(PRS), including NAVSEA Addendum for PTD Requirements dated January 1993, the Provisioning Performance

Schedule and the Contract Data Requirements List, DD Form 1423, Exhibit A, attached hereto.

HQ C-2-0002 ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN 1994)

(a) Performance under this contract may require that the Contractor have access to technical data, computer software, or other sensitive data of another party who asserts that such data or software is proprietary. If access to such data or software is required or to be provided, the Contractor shall enter into a written agreement with such party prior to gaining access to such data or software. The agreement shall address, at a minimum, (1) access to, and use of, the proprietary data or software exclusively for the purposes of performance of the work required by this contract, and (2) safeguards to protect such data or software from unauthorized use or disclosure for so long as the data or software remains proprietary. In addition, the agreement shall not impose any limitation upon the

Government or its employees with respect to such data or software. A copy of the executed agreement shall be provided to the Contracting Officer. The Government may unilaterally modify the contract to list those third parties with which the Contractor has agreement(s).

(b) The Contractor agrees to: (1) indoctrinate its personnel who will have access to the data or software as to the restrictions under which access is granted; (2) not disclose the data or software to another party or other Contractor personnel except as authorized by the Contracting Officer; (3) not engage in any other action, venture, or employment wherein this information will be used, other than under this contract, in any manner inconsistent with the spirit and intent of this requirement; (4) not disclose the data or software to any other party, including, but not limited to, joint venturer, affiliate, successor, or assign of the Contractor; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.

(c) The restrictions on use and disclosure of the data and software described above also apply to such information received from the Government through any means to which the Contractor has access in the performance of this contract that contains proprietary or other restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt by an individual, company, or Government representative not directly involved in the effort to be performed under this contract to gain access to such proprietary information. Such notification shall include the name and organization of the individual, company, or Government representative seeking access to such information.

(e) The Contractor shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting "subcontractor" for "Contractor" where appropriate.

(f) Compliance with this requirement is a material requirement of this contract.

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-2-0011 COMPUTER SOFTWARE AND/OR COMPUTER DATABASE(S) DELIVERED TO

AND/OR RECEIVED FROM THE GOVERNMENT (NAVSEA) (APR 2004)

(a) The Contractor agrees to test for viruses all computer software and/or computer databases, as defined in the clause entitled "RIGHTS IN NONCOMMERCIAL COMPUTER SOFTWARE AND NONCOMMERCIAL COMPUTER

SOFTWARE DOCUMENTATION" (DFARS 252.227-7014), before delivery of that computer software or computer database in whatever media and on whatever system the software is delivered. The Contractor warrants that any such computer software and/or computer database will be free of viruses when delivered.

(b) The Contractor agrees to test any computer software and/or computer database(s) received from the Government for viruses prior to use under this contract.

(c) Unless otherwise agreed in writing, any license agreement governing the use of any computer software to be delivered as a result of this contract must be paid-up and perpetual, or so nearly perpetual as to allow the use of the computer software or computer data base with the equipment for which it is obtained, or any replacement equipment, for so long as such equipment is used. Otherwise the computer software or computer database does not meet the minimum functional requirements of this contract. In the event that there is any routine to disable the computer software or computer database after the software is developed for or delivered to the Government, that routine shall not disable the computer software or computer database until at least twenty-five calendar years after the delivery date of the affected computer software or computer database to the Government.

(d) No copy protection devices or systems shall be used in any computer software or computer database delivered under this contract to restrict or limit the Government from making copies. This does not prohibit license agreements from specifying the maximum amount of copies that can be made.

(e) Delivery by the Contractor to the Government of certain technical data and other data is now frequently required in digital form rather than as hard copy. Such delivery may cause confusion between data rights and computer software rights. It is agreed that, to the extent that any such data is computer software by virtue of its delivery in digital form, the

Government will be licensed to use that digital-form data with exactly the same rights and limitations as if the data had been delivered as hard copy.

(f) Any limited rights legends or other allowed legends placed by a Contractor on technical data or other data delivered in digital form shall be digitally included on the same media as the digital-form data and must be associated with the corresponding digital-form technical data to which the legends apply to the extent possible. Such legends shall also be placed in human-readable form on a visible surface of the media carrying the digital-form data as delivered, to the extent possible.

HQ C-2-0014 CONTRACTOR'S PROPOSAL (NAVSEA) (MAR 2001)

(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 {TO BE COMPLETED UPON AWARD} dated { TO

BE COMPLETED UPON AWARD} in response to NAVSEA Solicitation No. N00253-18-R-0002.

(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-2-0024 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-2-0033 LIMITATION OF LIABILITY - HIGH VALUE ITEMS (NAVSEA) (JUN 1992)

The following items are subject to the clause of this contract entitled "LIMITATION OF LIABILITY--HIGH VALUE

ITEMS" (FAR 52.246-24):

See Attachment 3, Clause Applicability Matrix.

HQ C-2-0023 EXCLUSION OF MERCURY (NAVSEA) (MAY 1998)

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-2-0051 SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

(a) Definitions.

(i) A "zero-tier reference" is a specification, standard, or drawing that is cited in the contract (including its attachments).

(ii) A "first-tier reference" is either: (1) a specification, standard, or drawing cited in a zero-tier reference, or (2) a specification cited in a first-tier drawing.

(b) Requirements.

All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only.

HQ C-2-0059 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

If, during the performance of this or any other contract, the contractor believes that any contract contains outdated or different versions of any specifications or standards, the contractor may request that all of its contracts be updated to include the current version of the applicable specification or standard. Updating shall not affect the form, fit or function of any deliverable item or increase the cost/price of the item to the Government. The contractor should submit update requests to the Procuring Contracting Officer with copies to the Administrative Contracting Officer and cognizant program office representative for approval. The contractor shall perform the contract in accordance with the existing specifications and standards until notified of approval/disapproval by the Procuring Contracting Officer. Any approved alternate specifications or standards will be incorporated into the contract.

Section D - Packaging and Marking

HQ D-1-0001 PACKAGING OF DATA

Data to be delivered by Integrated Digital Environment (IDE) or other electronic media shall be as specified in the contract.

All unclassified data to be shipped shall be prepared for shipment in accordance with best commercial practice.

Classified reports, data, and documentation shall be prepared for shipment in accordance with National Industrial

Security Program Operating Manual (NISPOM), DOD 5220.22-M dated 28 February 2006 with Change 2 dated 18

May 2016.

HQ D-2-0003 ADDITIONAL MARKING REQUIREMENTS FOR FMS ITEMS (NAVSEA) (SEP 1992)

(a) The following identifying marks shall appear on the outside of each box, parcel and/or crate and all shipping papers included in each shipment:

NAVY

FMS CASE {TO BE SPECIFIED VIA INDIVIDUAL DELIVERY/TASK ORDERS}

REQUISITION NO.

ITEM DESCRIPTION

If a consolidated shipment of several items in one container is forwarded, add to the above information

"CONSOLIDATED SHIPMENT, CONTAINS ITEMS".

(b) The inscription "UNITED STATES OF AMERICA" shall be affixed in a suitable size indelible stencil, label or printed form on all external shipping containers or the exterior surface of uncrated items.

(c) All invoices, correspondence, reports and other documents shall be identified with the appropriate FMS case designator, requisition number(s), and item description(s).

HQ D-2-0005

HQ D-2-0005 IDENTIFICATION MARKING OF PARTS – ALTERNATE I (NAVSEA) (APR 2015)

(MODIFIED)(DEC 2017)

(a) Identification marking of individual parts within the systems, equipment assemblies, subassemblies, components, groups, sets or kits, and of spare and repair parts shall be done in accordance with applicable specifications and drawings.

To the extent identification marking of such parts is not specified in applicable specifications or drawings, such marking shall be accomplished in accordance with the following:

(1) Parts not manufactured to Government specifications shall be marked in accordance with generally accepted commercial practice.

(2) Parts manufactured to Government specifications shall be marked as follows:

(i) Electrical Parts - that is, all parts in electrical equipment and electrical parts when used in equipment which are not electrical in nature (e.g., electric controls and motors in a hydraulic system) - shall be identified and marked in accordance with MIL-STD-1285D(1) dated 10 November 2010, or, where MIL-STD-1285D(1) does not cover such a part, in accordance with MIL-STD-130N(1) dated 16 November 2012. Requirements of MIL-STD-1686C dated 25 October 1995 for Electrostatic Discharge Control shall be addressed.

(ii) Electronic Parts - that is, all parts in electronic equipment and electronic parts when used in equipment which are not electronic in nature (e.g., electronic fuel controls in some engines) - shall be identified and marked in accordance with Requirement 67 of MIL-HDBK-454B Notice 1 dated 12 December 2012. Requirements of MIL-STD-

1686C for Electrostatic Discharge Control shall be addressed.

(iii) Parts other than electrical or electronic parts (as described above) shall be identified and marked in accordance with MIL-STD-130N(1).

(b) In cases where parts are so small as not to permit identification marking as provided above, such parts shall be appropriately coded so as to permit ready identification.

HQ D-2-0007 MARKING AND PACKING LIST(S) - ALTERNATE I (NAVSEA) (APR 2015)

(a) Marking. Shipments, shipping containers and palletized unit loads shall be marked in accordance with MIL-STD-

129R dated 18 February 2014.

(b) Packing List(s). A packing list (DD Form 250 Material Inspection and Receiving Report may be used) identifying the contents of each shipment, shipping container or palletized unit load shall be provided by the Contractor with each shipment in accordance with the above cited MIL-STD. When a contract line item identified under a single stock number includes an assortment of related items such as kit or set components, detached parts or accessories, installation hardware or material, the packing list(s) shall identify the assorted items.

Where DD Form 1348-1 or DD Form 1348-1A is applicable and an assortment of related items is included in the shipping container, a packing list identifying the contents shall be furnished.

(c) Master Packing List. In addition to the requirements in paragraph (b) above, a master packing list shall be prepared where more than one shipment, shipping container or palletized unit load comprise the contract line item being shipped.

The master packing list shall be attached to the number one container and so identified.

(d) Part Identification. All items within the kit, set, installation hardware or material shall be suitably segregated and identified within the unit pack(s) or shipping container by part number and/or national stock number. Refer to the above cited MIL-STD for marking of assorted (related-unrelated) items.

HQ D-2-0008 MARKING OF REPORTS (NAVSEA) (SEP 1990)

All reports delivered by the Contractor to the Government under this contract shall prominently show on the cover of the report:

(1) name and business address of the Contractor

(2) contract number

(3) contract dollar amount

(4) whether the contract was competitively or non-competitively awarded

(5) sponsor: {TO BE COMPLETED AT TIME OF AWARD}

(Name of Individual Sponsor)

(Name of Requiring Activity)

(City and State)

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 Origin Government Origin Government

0002 Origin Government Origin Government

0003 Origin Government Origin Government

0004 Origin Government Origin Government

0005 Origin Government Origin Government

0006 Origin Government Origin Government

0007 Origin Government Origin Government

0008 Origin Government Origin Government

0009 Origin Government Origin Government

0010 Origin Government Origin Government

0011 Origin Government Origin Government

0012 Origin Government Origin Government

0013 Origin Government Origin Government

0014 Origin Government Origin Government

0015 Origin Government Origin Government

0016 Origin Government Origin Government

0017 Origin Government Origin Government

1001 Origin Government Origin Government

1002 Origin Government Origin Government

1003 Origin Government Origin Government

1004 Origin Government Origin Government

1005 Origin Government Origin Government

1006 Origin Government Origin Government

1007 Origin Government Origin Government

1008 Origin Government Origin Government

1009 Origin Government Origin Government

1010 Origin Government Origin Government

1011 Origin Government Origin Government

1012 Origin Government Origin Government

1013 Origin Government Origin Government

1014 Origin Government Origin Government

1015 Origin Government Origin Government

1016 Origin Government Origin Government

1017 Origin Government Origin Government

1018 Origin Government Origin Government

1019 Origin Government Origin Government

1020 Origin Government Origin Government

1021 Origin Government Origin Government

1022 Origin Government Origin Government

1023 Origin Government Origin Government

1024 Origin Government Origin Government

1025 Origin Government Origin Government

CLAUSES INCORPORATED BY REFERENCE

52.246-3 Inspection Of Supplies Cost-Reimbursement MAY 2001

52.246-5 Inspection Of Services Cost-Reimbursement APR 1984

52.246-8 Inspection Of Research And Development Cost

Reimbursement

MAY 2001

52.246-11 HIGHER-LEVEL CONTRACT QUALITY REQUIREMENT (DEC 2014)

(a) The Contractor shall comply with the higher-level quality standard(s) listed below.

Title Number Date Tailoring

QUALITY MANAGEMENT SYSTEMS – REQUIREMENTS ANSI/ASQC Q9001 2015 NONE

(b) The Contractor shall include applicable requirements of the higher-level quality standard(s) listed in paragraph

(a) of this clause and the requirement to flow down such standards, as applicable, to lower-tier subcontracts, in--

(1) Any subcontract for critical and complex items (see 46.203(b) and (c)); or

(2) When the technical requirements of a subcontract require--

(i) Control of such things as design, work operations, in-process control, testing, and inspection; or

(ii) Attention to such factors as organization, planning, work instructions, documentation control, and advanced metrology.

(End of clause)

HQ E-1-0001 INSPECTION AND ACCEPTANCE OF DATA

Inspection and acceptance of all data…