N0025319R0001.pdf

CODE

(Hour)

PAGE(S)

until 01:00 PM local time 29 Oct 2019

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A X B X C X D

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G F 102 - 108

109 - 133 X H 134 - 145

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 1 145

(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.

N00253 8. ADDRESS OFFER TO

See Item 7

9. Sealed offers in original and 1 copies for furnishing the supplies or services in the Schedule will be received at the place specified in Item 8, or if handcarried, in the depository located in

CAUTION - LATE Submissions, Modifications, and Withdrawals: See Section L, Provision No. 52.214-7 or 52.215-1. All offers are subject to all terms and conditions contained in this solicitation.

10. FOR INFORMATION

CALL:

A. NAME (NO COLLECT CALLS)

11. TABLE OF CONTENTS

SOLICITATION/ CONTRACT FORM

SUPPLIES OR SERVICES AND PRICES/ COSTS

2 - 27

X I CONTRACT CLAUSES

DESCRIPTION/ SPECS./ WORK STATEMENT X

PACKAGING AND MARKING

28 - 41 42 - 45

J LIST OF ATTACHMENTS

INSPECTION AND ACCEPTANCE

DELIVERIES OR PERFORMANCE

46 - 50 51 - 56

X K

REPRESENTATIONS, CERTIFICATIONS AND

OTHER STATEMENTS OF OFFERORS

CONTRACT ADMINISTRATION DATA 57 - 70 X

SPECIAL CONTRACT REQUIREMENTS

OFFER (Must be fully completed by offeror) 71 - 76 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

77 - 98

PART II - CONTRACT CLAUSES

NAVAL UNDERSEA WARFARE CENTER

ATTN: ROBERT.WATSON1@NAVY.MIL

610 DOWELL ST. C/182

KEYPORT WA 98345 360-315-3094

FAX:

TEL:

FAX:

TEL:

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

SOLICITATION

99 - 101

6. REQUISITION/PURCHASE NO.5. DATE ISSUED

10 Sep 2019

4. TYPE OF SOLICITATION

SEALED BID (IFB)

NEGOTIATED (RFP)

[ X ]

3. SOLICITATION NO.

N0025319R0001

Section B - Supplies or Services and Prices

NOTES

NOTE 1: WITHIN SECTION B, OFFERORS SHALL FILL OUT THE HIGHLIGHTED FIELDS ONLY. DO

NOT ALTER THE PREPOPULATED AMOUNTS PROVIDED IN SECTION B.

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 C-242-H003 TECHNICAL INSTRUCTIONS (NAVSEA)(OCT 2018), included in Section C.

NOTE 4: The Government has provided hour ceilings for Program Management and Engineering/Technical Services Level of Effort (LOE) Contract Line Item Numbers (CLINs). Hours will be ordered at each CLIN’s proposed composite rate.

NOTE 5: The Government has provided dollar ceilings for Production and Miscellaneous Production Item CLINs.

Estimated required quantities for ELINs are provided in Section J Attachment 2, however, the Government reserves the right to order material items in any quantity up to the established ceiling. Items will be ordered up to the CLIN dollar ceiling based upon the proposed costs incorporated into Attachment 9 Cost Summary Workbook – ELIN Table Worksheet.

NOTE 6: Applicable to Other Direct Cost (ODC) 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 7: Attachment 51, Clause Applicability Matrix, provides clause applicability for those clauses that are only applicable to certain CLINs. Clauses not listed in the matrix apply to all CLINs.

ITEM NO SUPPLIES/SERVICES MAX

QUANTITY

UNIT UNIT PRICE MAX AMOUNT

0001 22,000 Hours Program Management

CPFF

Program Management in support of domestic requirements in accordance with the SOW and all associated documents.

See Section B Note 4 above.

PSC CD: 5865

MAX COST $

FIXED FEE $

TOTAL MAX COST + FEE

UNIT UNIT PRICE MAX AMOUNT

0002 4 Each $ Production Representative Articles

CPFF

Production Representative Articles built in accordance with the SOW and all associated documents.

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

FOB: Destination

UNIT UNIT PRICE MAX AMOUNT

0003 2 Each $ First Article

CPFF

First Article Units manufactured in accordance with the SOW and all associated documents.

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

FOB: Origin (Shipping Point)

UNIT UNIT PRICE MAX AMOUNT

0004 1 Lot Production

CPFF

Domestic production units manufactured in accordance with the SOW and all associated documents.

Per unit pricing to be identified in Attachment 9 Cost Summary Workbook - ELIN Table.

See Section B Note 5 above.

THE TOTAL COST OF THIS CLIN, INCLUDING FEE, SHALL NOT

EXCEED $70,900,000.00.

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

MAX COST

FIXED FEE

$70,900,000.00

UNIT UNIT PRICE MAX AMOUNT

0005 1 Lot Miscellaneous Production Items

CPFF

Miscellaneous production in support of domestic requirements in accordance with the SOW and all associated documents.

Per unit pricing to be identified in Attachment 9 Cost Summary Workbook - ELIN Table.

See Section B Note 5 above.

THE TOTAL COST OF THIS CLIN, INCLUDING FEE, SHALL NOT

EXCEED $20,000,000.00.

$20,000,000.00

UNIT UNIT PRICE MAX AMOUNT

0006 35,000 Hours Engineering and Technical Services

CPFF

Engineering and Technical Services in support of domestic requirements as outlined in the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

0020 1 Lot Other Direct Costs

COST

Other Direct Costs in support of production of domestic first article and production units.

See Section B Note 6 above.

THE AMOUNT OF $110,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

FIELD.

UNIT UNIT PRICE MAX AMOUNT

0030 1 Lot CDRLs

COST

Not Separately Priced

MAX COST $0.00

UNIT UNIT PRICE MAX AMOUNT

0041 6,000 Hours FMS Program Management

CPFF

Program Management for FMS units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

0044 1 Lot FMS Production

CPFF

FMS Production units manufactured in accordance with the SOW and all associated documents.

Per unit pricing to be identified in Attachment 9 Cost Summary Workbook - ELIN Table.

See Section B Note 5 above.

THE TOTAL COST OF THIS CLIN, INCLUDING FEE, SHALL NOT

EXCEED $47,800,000.00.

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

$47,800,000.00

UNIT UNIT PRICE MAX AMOUNT

0045 1 Lot FMS Miscellaneous Production Items

CPFF

Miscellaneous production in support of FMS in accordance with the SOW and all associated documents.

Per unit pricing to be identified in Attachment 9 Cost Summary Workbook - ELIN Table.

See Section B Note 5 above.

THE TOTAL COST OF THIS CLIN, INCLUDING FEE, SHALL NOT

EXCEED $12,100,000.00

$12,100,000.00

UNIT UNIT PRICE MAX AMOUNT

0050 1 Lot FMS ODCs

COST

Other Direct Costs in support of FMS production units.

See Section B Note 6 above.

THE AMOUNT OF $30,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

1001 15,000 Hours OPTION Program Management

CPFF

Program Management for domestic units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

1006 80,000 Hours OPTION Engineering and Technical Services

CPFF

Engineering and Technical Services in support of domestic requirements as outlined in the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

1020 1 Lot OPTION Other Direct Costs

COST

Other Direct Costs in support of domestic first article and production units.

See Section B Note 6 above.

THE AMOUNT OF $120,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

1030 1 Lot OPTION CDRLs

COST

Not Separately Priced

UNIT UNIT PRICE MAX AMOUNT

1041 5,000 Hours OPTION FMS Program Management

CPFF

Program Management for FMS units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

1046 28,000 Hours OPTION FMS Engineering and Technical Services

CPFF

Engineering and Technical services in support of FMS requirements in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

1050 1 Lot OPTION FMS ODCs

COST

Other Direct Costs in support of FMS production units.

See Section B Note 6 above.

THE AMOUNT OF $40,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

2001 15,000 Hours OPTION Program Management

CPFF

Program Management for domestic units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

2006 70,000 Hours OPTION Engineering and Technical Services

CPFF

Engineering and Technical Services in support of domestic requirements as outlined in the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

2020 1 Lot OPTION Other Direct Costs

COST

Other Direct Costs in support of the production of domestic first article and production units.

See Section B Note 6 above.

THE AMOUNT OF $100,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

2030 1 Lot OPTION CDRLs

COST

Not Separately Priced

UNIT UNIT PRICE MAX AMOUNT

2041 5,000 Hours OPTION FMS Program Management

CPFF

Program Management for FMS units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

2046 29,000 Hours OPTION FMS Engineering and Technical Services

CPFF

Engineering and Technical services in support of FMS requirements in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

2050 1 Lot OPTION FMS ODCs

COST

Other Direct Costs in support of FMS production units.

See Section B Note 6 above.

THE AMOUNT OF $50,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

3001 15,000 Hours OPTION Program Management

CPFF

Program Management for domestic units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

3006 35,000 Hours OPTION Engineering and Technical Services

CPFF

Engineering and Technical Services in support of domestic requirements as outlined in the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

3020 1 Lot OPTION Other Direct Costs

COST

Other Direct Costs in support of the production of domestic first article and production units.

See Section B Note 6 above.

THE AMOUNT OF $100,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

3030 1 Lot OPTION CDRLs

COST

Not Separately Priced

UNIT UNIT PRICE MAX AMOUNT

3041 5,000 Hours OPTION FMS Program Management

CPFF

Program Management for FMS units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

3046 25,000 Hours OPTION FMS Engineering and Technical Services

CPFF

Engineering and Technical services in support of FMS requirements in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

3050 1 Lot OPTION FMS ODCs

COST

Other Direct Costs in support of FMS production units.

See Section B Note 6 above.

THE AMOUNT OF $50,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

4001 14,000 Hours OPTION Program Management

CPFF

Program Management for domestic units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

4006 32,000 Hours OPTION Engineering and Technical Services

CPFF

Engineering and Technical Services in support of domestic requirements as outlined in the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

4020 1 Lot OPTION Other Direct Costs

COST

Other Direct Costs in support of the production of domestic first article and production units.

See Section B Note 6 above.

THE AMOUNT OF $100,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

UNIT UNIT PRICE MAX AMOUNT

4030 1 Lot OPTION CDRLs

COST

Not Separately Priced

UNIT UNIT PRICE MAX AMOUNT

4041 4,000 Hours OPTION FMS Program Management

CPFF

Program Management for FMS units in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

4046 24,000 Hours OPTION FMS Engineering and Technical Services

CPFF

Engineering and Technical services in support of FMS requirements in accordance with the SOW and all associated documents.

UNIT UNIT PRICE MAX AMOUNT

4050 1 Lot OPTION FMS ODCs

COST

Other Direct Costs in support of FMS production units.

See Section B Note 6 above.

THE AMOUNT OF $50,000.00 IS TO BE BURDENED BY THE OFFEROR

WITH ITS INDIRECT RATES AND ENTERED IN THE HIGHLIGHTED

CLAUSES INCORPORATED BY FULL TEXT

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

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

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

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

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

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

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

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

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

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

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

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

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

(End of text)

B-216-H006 FEE TABLE (NAVSEA) (MAR 2019)

Labor CLIN Labor Hours Cost Per Hour Fee Rate Per Hour*

Loaded Hourly Rate

0001 22,000

0006 35,000

0041 6,000

1001 15,000

1006 80,000

1041 5,000

1046 28,000

2001 15,000

2006 70,000

2041 5,000

2046 29,000

3001 15,000

3006 35,000

3041 5,000

3046 25,000

4001 14,000

4006 32,000

4041 4,000

4046 24,000

*The offeror shall divide the proposed fee for each CLIN by the quantity of labor hours indicated to complete the table. Fee is calculated based on cost less Facilities Capital Cost of Money (FCCOM); if FCCOM is proposed, necessary columns may be added.

In the event of any inconsistency between the above table and the CLIN pricing, the CLIN pricing shall take precedence.

B-231-H001 TRAVEL COSTS (NAVSEA) (OCT 2018)

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

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

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

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

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

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

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

(iii) travel costs incurred in the replacement of personnel when such replacement is accomplished for the Contractor's or employee's convenience.

B-232-H003 PAYMENTS OF FEE (S) (COMPLETION) (NAVSEA) (OCT 2018)

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

(b) The Government shall make payments to the Contractor, subject to and per the clause in this contract entitled "Fixed Fee" (FAR 52.216-8) or "Incentive Fee", (FAR 52.216-10), as applicable. Such payments shall be equal to 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 payable is based on fee dollars divided by estimated cost dollars including facilities capital cost of money). Fee shall not be applied on Facilities Capital Cost of Money per FAR 15.404-4(c)(3) and DFARS 215-404-71-4. Total fee(s) paid to the Contractor shall not exceed the fee amount(s) set forth in this contract.

(c) In the event of discontinuance of the work under this contract, or any specified phase of the contract, per the clause of this contract entitled "Limitation of Funds" (FAR 52.232-22) or "Limitation of Cost" (FAR 52.232-20), as applicable, the fee shall be equitably adjusted by mutual agreement to reflect the diminution of work. If the adjusted fee is less than the sum of all fee payments made to the Contractor under this contract, the Contractor shall repay the excess amount to the Government. If the adjusted fee exceeds all payments made to the Contractor under this contract, the Contractor shall be paid the additional amount, subject to the availability of funds. In no event shall the Government be required to pay the Contractor any amount in excess of the funds obligated under this contract at the time of the discontinuance of work.

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

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

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

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

B-232-H006 LIMITATION OF COST OR LIMITATION OF FUNDS CLARIFICATION (NAVSEA) (OCT 2018)

The clause entitled "Limitation of Cost" (FAR 52.232-20) or "Limitation of Funds" (FAR 52.232-22), as appropriate, shall apply separately and independently to each separately identified estimated cost.

Section C - Descriptions and Specifications

STATEMENT OF WORK

The AN/SLQ-25E ‘NIXIE’ Statement of Work is provided as Section J Attachment 1.

C-202-H001 ADDITIONAL DEFINITIONS–BASIC (NAVSEA) (OCT 2018)

(a) Department - means the Department of the Navy.

(b) Commander, Naval Sea Systems Command - means the Commander of the Naval Sea Systems Command of the Department of the Navy or his duly appointed successor.

(c) References to The Federal Acquisition Regulation (FAR) - All references to the FAR in this contract shall be deemed to also reference the appropriate sections of the Defense FAR Supplement (DFARS), unless clearly indicated otherwise.

(d) National Stock Numbers - Whenever the term Federal Item Identification Number and its acronym FIIN or the term Federal Stock Number and its acronym FSN appear in the contract, order or their cited specifications and standards, the terms and acronyms shall be interpreted as National Item Identification Number (NIIN) and National Stock Number (NSN) respectively which shall be defined as follows:

(1) National Item Identification Number (NIIN). The number assigned to each approved Item Identification under the Federal Cataloging Program. It consists of nine numeric characters, the first two of which are the National Codification Bureau (NCB) Code. The remaining positions consist of a seven digit non-significant number.

(2) National Stock Number (NSN). The National Stock Number (NSN) for an item of supply consists of the applicable four-position Federal Supply Class (FSC) plus the applicable nine-position NIIN assigned to the item of supply.

C-204-H001 USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA)

(OCT 2018)

(a) NAVSEA may use a file room management support contractor, hereinafter referred to as "the support contractor", to manage its file room, in which all official contract files, including the official file supporting this procurement, are retained. These official files may contain information that is considered a trade secret, proprietary, business sensitive or otherwise protected pursuant to law or regulation, hereinafter referred to as “protected information”. File room management services consist of any of the following: secretarial or clerical support; data entry; document reproduction, scanning, imaging, or destruction; operation, management, or maintenance of paper-based or electronic mail rooms, file rooms, or libraries; and supervision in connection with functions listed herein.

(b) The cognizant Contracting Officer will ensure that any NAVSEA contract under which these file room management services are acquired will contain a requirement that:

(1) The support contractor not disclose any information;

(2) Individual employees are to be instructed by the support contractor regarding the sensitivity of the official contract files;

(3) The support contractor performing these services be barred from providing any other supplies and/or services, or competing to do so, to NAVSEA for the period of performance of its contract and for an additional three years thereafter unless otherwise provided by law or regulation; and,

(4) In addition to any other rights the contractor may have, it is a third party beneficiary who has the right of direct action against the support contractor, or any person to whom the support contractor has released or disclosed protected information, for the unauthorized duplication, release, or disclosure of such protected information.

(c) Execution of this contract by the contractor is considered consent to NAVSEA's permitting access to any information, irrespective of restrictive markings or the nature of the information submitted, by its file room management support contractor for the limited purpose of executing its file room support contract responsibilities.

(d) NAVSEA may, without further notice, enter into contracts with other contractors for these services. Contractors should enter into separate non-disclosure agreements with the file room contractor. Contact the Procuring Contracting Officer for contractor specifics. However, any such agreement will not be considered a prerequisite before information submitted is stored in the file room or otherwise encumber the government.

C-209-H001 FIRST ARTICLE (CONTRACTOR TESTING) (NAVSEA) (OCT 2018)

(a) The First Article shall conform in every respect to the requirements of this contract. The First Article shall be manufactured with tools, materials, and methods which are the same as the tools, material and methods which will be used to manufacture the production units. All items delivered under the contract shall be manufactured under the same conditions and quality established by the First Article. Any changes to tools, material, or methods after the first article approval shall be documented by the contractor and approved by the Contracting Officer before they are used.

(b) The Contractor shall make a record of all data obtained during such tests in a form similar to the guidance provided in MIL-HDBK-831A.

(c) Pursuant to paragraph (e) of the clause entitled "First Article Approval--Contractor Testing" (FAR 52.209-3), the First Article shall not be delivered as part of the production quantity.

C-209-H003 WAIVER OF FIRST ARTICLE REQUIREMENTS (NAVSEA) (OCT 2018)

If the First Article is waived by the Government, the Contractor shall deliver supplies that are identical or substantially identical to those previously accepted by the Government under the following contract(s):

(Offeror to fill in contract number(s), as applicable. See Section M)

(End of Text)

C-211-H016 SPECIFICATIONS AND STANDARDS (NAVSEA) (OCT 2018)

(a) Definitions.

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

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

(b) Requirements. All zero-tier and first-tier references, as defined above, are mandatory for use. All lower tier references shall be used for guidance only unless specifically identified below.

None

C-211-H017 UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (DEC 2018)

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

C-211-H018 APPROVAL BY THE GOVERNMENT (NAVSEA) (JAN 2019)

Approval by the Government as required under this contract and applicable specifications shall not relieve the Contractor of its obligation to comply with the specifications and with all other requirements of the contract, nor shall it impose upon the Government any liability it would not have had in the absence of such approval.

C-215-H002 CONTRACTOR PROPOSAL (NAVSEA) (OCT 2018)

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with the detailed obligations to which the Contractor committed itself in Proposal (TO BE FILLED IN UPON AWARD) dated (TO BE FILLED IN UPON AWARD) in response to Solicitation No. N00253-19-R-0001.

(b) The technical volume(s) of the Contractor's proposal is(are) hereby incorporated by reference and made subject to the "Order of Precedence" (FAR 52.215-8) clause of this contract. Under the "Order of Precedence" clause, the technical volume(s) of the Contractor's proposal referenced herein is (are) hereby designated as item (f) of the clause, following "the specifications" in the order of precedence.

C-227-H006 DATA REQUIREMENTS (NAVSEA) (OCT 2018)

The data to be furnished hereunder shall be prepared in accordance with the Contract Data Requirements List, DD Form 1423, Exhibit(s) A001 - A009, A00A - A00Z, A010 - A028, B029, attached hereto.

C-227-H008 GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA) (DEC 2018)

(a) The contractor shall actively participate in the Government Industry Data Exchange Program in accordance with the GIDEP Operations Manual, S0300-BT-PRO-010. The contractor shall submit information concerning critical or major nonconformances, as defined in FAR 46.407/DFARS 246.407, to the GIDEP information system.

(b) The contractor shall insert paragraph (a) of this clause in any subcontract when deemed necessary. When so inserted, the word "contractor" shall be changed to "subcontractor."

(c) The contractor shall, when it elects not to insert paragraph (a) in a subcontract, provide the subcontractor any GIDEP data which may be pertinent to items of its manufacture and verify that the subcontractor utilizes any such data.

(d) The contractor shall, whether it elects to insert paragraph (a) in a subcontract or not, verify that the subcontractor utilizes and provides feedback on any GIDEP data that may be pertinent to items of its manufacture."

(e) GIDEP materials, software and information are available without charge from:

GIDEP Operations Center P.O. Box 8000 Corona, CA 92878-8000 Phone: (951) 898-3207

FAX: (951) 898-3250

Internet: http://www.gidep.org

C-227-H009 ACCESS TO DATA OR COMPUTER SOFTWARE WITH RESTRICTIVE MARKINGS (NAVSEA)

(JAN 2019)

(a) Performance under this contract may require that the Contractor have access to technical data, computer software, or other sensitive data of another party that contains restrictive markings. 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 restrictively marked 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 properly restrictively marked. 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 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) These restrictions on use and disclosure of the data and software also apply to information received from the Government through any means to which the Contractor has access in the performance of this contract that contains restrictive markings.

(d) The Contractor agrees that it will promptly notify the Contracting Officer of any attempt to gain access to any information with restrictive markings. 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.

C-227-H010 COMPUTER SOFTWARE AND COMPUTER DATA BASES DELIVERED TO OR RECEIVED

FROM THE GOVERNMENT (NAVSEA) (JAN 2019)

(a) The Contractor agrees to test for viruses, malware, Trojan Horses, and other security threats such as those listed in NIST Special Publication 800-12 Rev 1, An Introduction to Computer Security, The NIST Handbook, Chapter 4, in all computer software and computer data bases (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 data base in whatever media and on whatever system the computer software or data base is delivered whether delivered separately or imbedded within delivered equipment. The Contractor warrants that when delivered any such computer software and computer data base shall be free of viruses, malware, Trojan Horses, and other security threats such as those listed in NIST Special Publication 800-12 Rev 1.

(b) The Contractor agrees that prior to use under this contract, it shall test any computer software and computer data base received from the Government for viruses, malware, Trojan Horses, and other security threats listed in NIST Special Publication 800-12 Rev 1, An Introduction to Computer Security, The NIST Handbook, Chapter 4.

(c) Any license agreement governing the use of any computer software or computer software documentation delivered to the Government as a result of this contract must be paid-up, irrevocable, world-wide, royalty-free, perpetual and flexible (user licenses transferable among Government employees and personnel under Government contract).

(d) The Contractor shall not include or permit to be included any routine to enable the contractor or its subcontractor(s) or vendor(s) to disable the computer software or computer data base after delivery to the Government.

(e) No copy protection devices or systems shall be used in any computer software or computer data base delivered under this contract with unlimited or Government purpose rights (as defined in DFARS 252.227-7013 and 252.227- 7014) to restrict or limit the Government from making copies.

(f) It is agreed that, to the extent that any technical or other data is computer software by virtue of its delivery in digital form, the Government shall 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.

(g) 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 legend(s) 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.

C-233-H001 DOCUMENTATION OF REQUESTS FOR EQUITABLE ADJUSTMENT--BASIC (NAVSEA) (OCT 2018)

(a) For the purposes of this special contract requirement, the term "change" includes not only a change that is made pursuant to a written order designated as a "change order" but also (1) an engineering change proposed by the Government or by the Contractor and (2) any act or omission to act on the part of the Government in respect of which a request is made for equitable adjustment.

(b) Whenever the Contractor requests or proposes an equitable adjustment of $100,000 or more per vessel in respect to a change made pursuant to a written order designated as a "change order" or in respect to a proposed engineering change and whenever the Contractor requests an equitable adjustment in any amount in respect to any other act or omission to act on the part of the Government, the proposal supporting such request shall contain the following information for each individual item or element of the request:

(1) A description (i) of the work required by the contract before the change, which has been deleted by the change, and (ii) of the work deleted by the change which already has been completed. The description is to include a list of components, equipment, and other identifiable property involved. Also, the status of manufacture, procurement, or installation of such property is to be indicated. Separate description is to be furnished for design and production work.

Items of raw material, purchased parts, components and other identifiable hardware, which are made excess by the change and which are not to be retained by the Contractor, are to be listed for later disposition;

(2) Description of work necessary to undo work already completed which has been deleted by the change;

(3) Description of work not required by the terms hereof before the change, which is substituted or added by the change. A list of components and equipment (not bulk materials or items) involved should be included. Separate descriptions are to be furnished for design work and production work;

(4) Description of interference and inefficiencies in performing the change;

(5) Description of each element of disruption and exactly how work has been, or will be disrupted:

(i) The calendar period of time during which disruption occurred, or will occur;

(ii) Area(s) aboard the vessel where disruption occurred, or will occur;

(iii) Trade(s) disrupted, with a breakdown of manhours for each trade;

(iv) Scheduling of trades before, during, and after period of disruption;

(v) Description of measures taken to lessen the disruptive effect of the change;

(6) Delay in delivery attributable solely to the change;

(7) Other work attributable to the change;

(8) Supplementing the foregoing, a narrative statement of the direct "causal" relationship between any alleged Government act or omission and the claimed consequences therefor, cross-referenced to the detailed information provided as required above; and

(9) A statement setting forth a comparative enumeration of the amounts "budgeted" for the cost elements, including the material costs, labor hours and pertinent indirect costs, estimated by the Contractor in preparing its initial and ultimate proposal(s) for this contract, and the amounts claimed to have been incurred and/or projected to be incurred corresponding to each such "budgeted cost" elements.

(c) Each proposal in excess of $100,000 submitted in support of a claim for equitable adjustment under any requirement of this contract shall, in addition to the information required by paragraph (b) hereof, contain such information as the Contracting Officer may require with respect to each individual claim item.

(d) It is recognized that individual claims for equitable adjustment may not include all of the factors listed in paragraph

(b) above. Accordingly, the Contractor is required to set forth in its proposal information only with respect to those factors which are comprehended in the individual claim for equitable adjustment. In any event, the information furnished hereunder shall be in sufficient detail to permit the Contracting Officer to cross-reference the claimed increased costs, or delay in delivery, or both, as appropriate, submitted pursuant to paragraph (c) of this requirement, with the information submitted pursuant to paragraph (b) hereof.

C-237-H001 ENTERPRISE-WIDE CONTRACTOR MANPOWER REPORTING APPLICATION

(NAVSEA) (OCT 2018)

(a) The contractor shall report contractor labor hours (including subcontractor labor hours) required for performance of services provided under this contract for the AN/SLQ-25E "NIXIE" system via a secure data collection site. Contracted services excluded from reporting are based on Product Service Codes (PSCs). The excluded PSCs are:

(1) W, Lease/Rental of Equipment;

(2) X, Lease/Rental of Facilities;

(3) Y, Construction of Structures and Facilities; (4) D, Automatic Data Processing and Telecommunications, IT and Telecom- Telecommunications Transmission (D304) and Internet (D322) ONLY;

(5) S, Utilities ONLY;

(6) V, Freight and Shipping ONLY.

(b) The contractor is required to completely fill in all required data fields using the following web address https://www.ecmra.mil.

(c) Reporting inputs will be for the labor executed during the period of performance during each Government fiscal year (FY), which runs October 1 through September 30. While inputs may be reported any time during the FY, all data shall be reported no later than October 31 of each calendar year. Contractors may direct questions to the help desk, linked at https://dod.ecmra.support.desk@mail.mil.

C-237-H002 SUBSTITUTION OF KEY PERSONNEL (NAVSEA) (OCT 2018)

(a) The Contractor agrees that a partial basis for award of this contract is the list of key personnel proposed. Accordingly, the Contractor agrees to assign to this contract those key persons whose resumes were submitted with the proposal necessary to fulfill the requirements of the contract. No substitution shall be made without prior notification to and concurrence of the Contracting Officer in accordance with this requirement.

Substitution shall include, but not be limited to, subdividing hours of any key personnel and assigning or allocating those hours to another individual not approved as key personnel.

(b) All proposed substitutes shall have qualifications equal to or higher than the qualifications of the person to be replaced. The Contracting Officer shall be notified in writing of any proposed substitution at least forty-five (45) days, or ninety (90) days if a security clearance is to be obtained, in advance of the proposed substitution. Such notification shall include: (1) an explanation of the circumstances necessitating the substitution; (2) a complete resume of the proposed substitute; (3) an explanation as to why the proposed substitute is considered to have equal or better qualifications than the person being replaced; (4) payroll record of the proposed replacement; and (5) any other information requested by the Contracting Officer to enable him/her to judge whether or not the Contractor is maintaining the same high quality of personnel that provided the partial basis for award.

(c) Key personnel are identified in an attachment in Section J.

C-242-H001 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (OCT 2018)

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

C-242-H002 POST AWARD MEETNG (NAVSEA) (OCT 2018)

(a) A post-award meeting with the successful offeror will be conducted within 30 days after award of the contract.

The meeting will be held at the address below:

Location/Address: [ * ]

(b) The contractor will be given [ * ] working days notice prior to the date of the meeting by the Contracting Officer.

(c) The requirement for a post-award meeting shall in no event constitute grounds for excusable delay by the contractor in performance of any provisions in the [contract / task order].

(d) The post-award meeting will include, but is not limited to, the establishment of work level points of contact, determining the administration strategy, roles and responsibilities, and ensure prompt payment and close out.

Specific topics shall be mutually agreed to prior to the meeting.

[ * ] To be specified at [contract / task order] award.

C-242-H003 TECHNICAL INSTRUCTIONS (NAVSEA) (OCT 2018)

(a) Performance of the work hereunder may be subject to written technical instructions signed by the Contracting Officer and the Contracting Officer's Representative specified in Section G of this contract. As used herein, technical instructions are defined to include the following:

(1) Directions to the Contractor which suggest pursuit of certain lines of inquiry, shift work emphasis, fill in details or otherwise serve to accomplish the contractual statement of work.

(2) Guidelines to the Contractor which assist in the interpretation of drawings, specifications or technical portions of work description.

(b) Technical instructions must be within the general scope of work stated in the contract. Technical instructions may not be used to: (1) assign additional work under the contract; (2) direct a change as defined in the "CHANGES" clause of this contract; (3) increase or decrease the contract price or estimated contract amount (including fee), as applicable, the level of effort, or the time required for contract performance; or (4) change any of the terms, conditions or specifications of the contract.

(c) If, in the opinion of the Contractor, any technical instruction calls for effort outside the scope of the contract or is inconsistent with this requirement, the Contractor shall notify the Contracting Officer in writing within ten (10) working days after the receipt of any such instruction.