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PART A. SPECIAL TERMS AND CONDITIONS
- GUARANTEE
- Seller guarantees that the Contract Work will be free from defects in material, workmanship and design and will conform to this Contract for a period of sixty (60) days after redelivery of the Vessel by Buyer to the Government (the "Guarantee Period").
- If at any time during the Guarantee Period, any failure of the Contract Work to comply with this Contract or any defect or deficiency in the Contract Work shall be discovered, Seller shall repair or replace such Contract Work to the satisfaction of Buyer at Seller's expense, including, but not limited to, incidental travel and/or transportation costs. With respect to any Contract Work that is incomplete or deficient or defective at the time of redelivery of the Vessel, Seller’s obligation to repair or replace such Contract Work shall extend sixty (60) days from the date of such repair or replacement.
- INSPECTION AND ACCEPTANCE
- The Contract Work shall be subject to inspection and testing by Buyer or the Government at all places and reasonable times, including, but not limited to, Seller’s and Seller’s suppliers’ facilities. Seller and Seller’s suppliers shall provide Buyer and Government representatives with reasonable and safe access to the Contract Work.
- The Contract Work shall be accepted when, upon final inspection and testing, it is found to conform to all requirements of this Contract. Neither acceptance of delivery of the Contract Products nor payment for Contract Work shall constitute acceptance of such Contract Products or Contract Work. If any time prior to such acceptance, the Contract Work is found to be defective in material, workmanship or design, or otherwise does not conform to this Contract, Seller shall repair or replace such defective Contract Work at Seller's expense.
- Notwithstanding the foregoing, this right specifically extends to any period after acceptance of the Contract Work and prior to commencement of the Guarantee Period. Any and all such defects shall be corrected and made good within twenty (20) days of notice thereof by Buyer to Seller. Seller shall have a reasonable opportunity to examine the Contract Work before it is rejected. Contract Work, which has been rejected, shall not thereafter be re-tendered for acceptance until the defect or nonconformity is corrected and the corrective action taken disclosed to Buyer. Notwithstanding the provisions of the Guarantee paragraph or any other provision of this Inspection and Acceptance paragraph, Buyer may at any time require Seller to repair or replace any nonconforming Contract Work at Seller’s expense if the nonconformance is caused by fraud, lack of good faith or willful misconduct by Seller or habitual carelessness or lack of qualification of one or more of Seller’s employees.
- If Seller fails to promptly replace or repair rejected Contract Work, Buyer may either (i) correct such Contract Work to the account of Seller, or (ii) terminate this Contract for default as provided in the Default paragraph. If Seller fails to correct or replace such Contract Work within the Contract performance or delivery schedule, Buyer may nevertheless accept performance of the re-tendered Contract Work and equitably reduce the Contract Price.
- Seller shall comply with the “Check Point Procedures” attached hereto as Attachment C and incorporated herein by this reference.
- GOVERNMENT SURPLUS PROPERTY
No former Government surplus property or residual inventory resulting from terminated Government contracts shall be furnished under this Contract unless such property is approved in writing by Buyer. Notwithstanding any such approval, all Contract Products and their materials and components shall comply with the Specifications.
- PROTECTION OF THE VESSEL
Seller shall exercise reasonable care, as agreed upon with Buyer, to protect the Vessel from fire and shall maintain a system of inspection over the activities of its welders, burners, riveters, painters, pipe fitters, and similar workers, and of its suppliers, particularly where such activities are undertaken in the vicinity of the Vessel’s magazines, fuel oil tanks, or storage rooms containing inflammable materials. All ammunition, fuel oil, motor fuels, and cleaning fluids shall have been off-loaded and the tanks cleaned, except as may be mutually agreed between Buyer and Seller prior to performance of any Contract Work by Seller. All tanks under alteration or repair shall be cleaned, washed, and steamed out or otherwise made safe to the extent necessary, and Seller shall furnish Buyer with a “Gas Chemists’ Certificate” before any hot work is performed.
- GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM
If the Contract Price exceeds $500,000, Seller shall participate in the appropriate interchange of the Government-Industry Data Exchange Program (GIDEP) in accordance with NAVSEA S0300-BU-GYD-010 dated November 1994. Data entered is retained by the program and provided to qualified participants. Compliance with this requirement shall not relieve Seller from complying with any other requirement of this Contract. GIDEP materials, software and information are available without charge from:
- GIDEP Operations Center
P.O. Box 8000
Corona CA 91718-8000
Phone: 909) 273-4677
FAX: (909) 273-5200
Internet: http://www.gidep.corona.navy.mil
PART B. PERFORMANCE AT BUYER'S FACILITIES
[Reserved]
PART C. INCORPORATED FAR AND DFARS CLAUSES
The following clauses of the FAR and DFARS are hereby incorporated into this Contract by reference as if given in full text, subject to the following definitions, and subject to the particular limitations and modifications indicated. The full text of FAR and DFARS clauses may be accessed electronically at the following internet websites:
- http://www.arnet.gov
- http://www.acq.osd.mil/dp/dars
- DEFINITIONS
The following terms will have the meanings indicated in each of the following FAR and DFARS clauses:
- "Contractor" means Seller.
- "Subcontractor" means Seller's subcontractors.
- "Contract" means this Contract.
- "Buyer's Purchasing Representative" means the individual set out on the face of the purchase order of this Contract as "Buyer", or if none, Buyer's Manager, Repair Materials.
- FAR CLAUSES—COMMERCIAL ITEMS
Only the following FAR clauses are applicable to Contracts solely for “Commercial Items” or “Commercial Components” as defined by FAR clause 52.202-1.
- 52.212-13 Stop-Work Order (AUG 1989), in which “Contracting Officer” means Buyer’s Purchasing Representative.
- 52.222-26 Equal Opportunity (FEB 1999), but only paragraphs (b)(1) through (b) (11) thereof.
- 52.222-35 Affirmative Action Plan for Disabled Veterans and Veterans of the Vietnam Era (APR 1998).
- 52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998).
- 52.249-6 Termination (Cost-Reimbursement) (SEP 1996), only those provisions relating to termination for the convenience of the Government, and in which "Contracting Officer" means Buyer's Purchasing Representative, and "Government" means Buyer. If the Government is unable or unwilling in a timely manner to conduct any audit of Seller’s books and records, an audit may be conducted by a mutually acceptable independent certified public accounting firm.
- FAR CLAUSES—NONCOMMERCIAL ITEMS
- 52.202-1 Definitions (OCT 1995), except where "Contracting Officer" is specifically defined otherwise herein.
- 52.203-3 Gratuities (APR 1984), in which "Government" means Buyer.
- 52.203-5 Covenant Against Contingent Fees (APR 1984) in which "Government" means Buyer in paragraph (a).
- 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995).
- 52.203-7 Anti-Kickback Procedures (JUL 1995), except paragraph (c)1.
- 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997), in which “Government” means Buyer and “Contracting Officer” means Buyer’s Purchasing Representative.
- 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 1997). All lower-tier certifications shall be in the form set forth in FAR 52.203-11, and all certifications and disclosures shall be sent to Buyer's Purchasing Representative with the “acknowledgment” copy of the purchase order.
- 52.204-2 Security Requirements (AUG 1996), if this Contract involves access to classified information, except paragraph (c).
- 52.211-5 Material Requirements (OCT 1997), in which “Contracting Officer” in paragraphs (a) and (c) means Buyer’s Purchasing Representative.
- 52.215-2 Audit and Records—Negotiation (JUN 1999), in which Buyer shall have the same audit rights as the Contracting Officer and the Comptroller General.
- 52.215-10 Price Reduction for Defective Cost or Pricing Data (OCT 1997), in which “Contracting Officer” and “Government” mean Buyer.
- 52.215-12 Subcontractor Cost or Pricing Data (OCT 1997).
- 52.215-13 Subcontractor Cost or Pricing Data—Modifications (OCT 1997).
- 52.215-15 Pension Adjustments and Asset Reversions (DEC 1998).
- 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other Than Pensions (OCT 1997), in which “Contracting Officer” means Buyer’s Purchasing Representative and “Government” means Buyer.
- 52.215-19 Notification of Ownership Changes (OCT 1997), in which “Administrative Contracting Officer” means Buyer’s Purchasing Representative.
- 52.215-21 Requirements for Cost or pricing Data or Information Other Than Cost or Pricing Data—Modifications (OCT 1997) and Alternate II (OCT 1997).
- 52.219-8 Utilization of Small Business Concerns (OCT 1999).
- 52.219-9 Small Business Subcontracting Plan (OCT 1999), in which “Contracting Officer” means Buyer’s Purchasing Representative.
- 52.222-1 Notice to the Government of Labor Disputes (FEB 1997), in which "Contracting Officer" means Buyer's Purchasing Representative.
- 52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation (JUL 1995).
- 52.222-21 Prohibition of Segregated Facilities (FEB 1999).
- 52.222-26 Equal Opportunity (FEB 1999), but only paragraphs (b)(1) through b(11) thereof.
- 52.222-35 Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (APR 1998).
- 52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998).
- 52.222-37 Employment Reports on Disabled Veterans and Veterans of the Vietnam Era (APR 1998).
- 52.223-2 Clean Air and Water (APR 1984).
- 52.223-5 Pollution Prevention and Right-to-Know Information (APR 1998).
- 52.223-11 Ozone-Depleting Substances (JUN 1996).
- 52.223-12 Refrigeration Equipment and Air Conditioners (MAY 1995).
- 52.223-14 Toxic Chemical Release Reporting (OCT 1996), except paragraph (e).
- 52.225-5 Trade Agreements (FEB 2000).
- 52.225-8 Duty-Free Entry (FEB 2000).
- 52.225-13 Restrictions on Certain Foreign Purchases (FEB 2000).
- 52.225-15 Sanctioned European Union Country End Products (FEB 2000).
- 52.227-1 Authorization and Consent (JUL 1995).
- 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement (AUG 1996).
- 52.227-10 Filing of Patent Applications—Classified Subject Matter (APR 1984).
- 52.230-2 Cost Accounting Standards (APR 1998), except paragraph (b).
- 52.230-3 Disclosure and Consistency of Cost Accounting Practices (APR 1998).
- 52.230-6 Administration of Cost Accounting Standards (NOV 1999), in which “Contracting Officer” means Buyer.
- 52.234-1 Industrial Resources Developed Under Defense Production Act, Title III (DEC 1994).
- 52.242-3 Penalties for Unallowable Costs (OCT 1995), in which "Contracting Officer" means Buyer.
- 52.242-15 Stop-Work Order (AUG 1989), in which “Contracting Officer” means Buyer’s Purchasing Representative.
- 52.243-6 Change Order Accounting (APR 1984), in which "Contracting Officer" means Buyer's Purchasing Representative.
- 52.244-6 Subcontracts for Commercial Items and Commercial Components (APR 1998).
- 52.248-1 Value Engineering (FEB 2000), in which “Contracting Officer” and “Administrative Contracting Officer” mean Buyer’s Purchasing Representative.
- 52.249-6 Termination (Cost-Reimbursement) (SEP 1996), only those provisions relating to termination for the convenience of the Government, and in which "Contracting Officer" means Buyer's Purchasing Representative, and "Government" means Buyer. If the Government is unable or unwilling in a timely manner to conduct any audit of Seller’s books and records, an audit may be conducted by a mutually acceptable independent certified public accounting firm.
- DFARS CLAUSES—COMMERCIAL ITEMS
Only the following DFARS clause is applicable to Contracts solely for “Commercial Items” or “Commercial Components” as defined by FAR clause 52.202-1.
- 252.225-7014 Preference for Domestic Specialty Metals (MAR 1998), and Alternate I (MAR 1998).
- DFARS CLAUSES—NONCOMMERCIAL ITEMS
- 252.203-7001 Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies (MAR 1999).
- 252.204-7000 Disclosure of Information (DEC 1991).
- 252.209-7000 Acquisition from Subcontractors Subject to On-Site Inspection under the Intermediate-Range Nuclear Forces (INF) Treaty (NOV 1995), in which “Contracting Officer” means Buyer’s Purchasing Representative.
- 252.211-7000 Acquisition Streamlining (DEC 1991).
- 252.215-7000 Pricing Adjustments (Dec 1991).
- 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts) (APR 1996).
- 252.225-7001 Buy American Act and Balance of Payments Program (MAR 1998).
- 252.225-7009 Duty-Free Entry—Qualifying Country Supplies (End Products and Components) (MAR 1998).
- 252.225-7010 Duty-Free Entry--Additional Provisions (MAR 1998).
- 252.225-7012 Preference for Certain Domestic Commodities (MAY 1999).
- 252.225-7014 Preference for Domestic Specialty Metals (MAR 1998).
- 252.225-7015 Preference for Domestic Hand or Measuring Tools (DEC 1991).
- 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings (AUG 1998).
- 252.225-7022 Restriction on Acquisition of Polyacrylonitrile (PAN) Carbon Fiber (JUN 1997).
- 252.225-7025 Restriction on Acquisition of Forgings (JUN 1997).
- 252.225-7026 Reporting of Contract Performance Outside the United States (MAR 1998).
- 252.225-7029 Preference for United States or Canadian Air Circuit Breakers (AUG 1998).
- 252.227-7013 Rights in Technical Data—Noncommercial Items (NOV 1995).
- 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation (JUN 1995).
- 252.227-7016 Rights in Bid or Proposal Information (JUN 1995).
- 252.227-7019 Validation of Asserted Restrictions—Computer Software (JUN 1995), applies solely to Seller’s furnishing computer software.
- 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APR 1988), in which “Government” means both the Government and Buyer.
- 252.227-7030 Technical Data--Withholding of Payment (MAR 2000). "Contracting Officer" means Buyer and "Government" in paragraph (b) means Government or Buyer. "Technical Data" includes Provisioning Technical Documentation (PTD).
- 252.227-7036 Declaration of Technical Data Conformity (JAN 1997). In all declarations, change “Contractor” to “Seller” and “Contract No.” to “Purchase Order No.”
- 252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999) in which “Contracting Officer” means Buyer.
- 252.231-7000 Supplemental Cost Principles (DEC 1991).
- 252.243-7002 Requests for Equitable Adjustment (MAR 1998), in which “Government” means Buyer for purposes of requests for equitable adjustment which do not assert U.S. Government liability.
- 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (FEB 1997).
- 252.247-7023 Transportation of Supplies by Sea (MAR 2000).
- 252.249-7002 Notification of Proposed Program Termination or Reduction (DEC 1996).
PART D. ATTACHMENTS
The following attachments are incorporated into this Contract by this reference as if given in full text:
Attachment C: Check Point Procedures
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