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PART A. SPECIAL TERMS AND CONDITIONS
The following provisions supplement the provisions contained in Part A of NASSCO Military Ship Repair Programs Purchase Order General Terms and Conditions.
- DEFINITIONS
The following terms shall have the meanings set forth below throughout this Contract:
- "Prime Contract" means Naval Sea Systems Command, Contract No. N00024-03-C-4023 for Dry Docking Selected Restricted Availabilities and Non-Dry Docking Selected Restricted Availabilities of the Vessels.
- "Vessel(s)" means FFG-7 Class vessels home ported in San Diego, California, that are to be dry docked, maintained, repaired, overhauled, altered, and/or converted under the terms of the Prime Contract.
- GUARANTEE (ADDITIONAL PROVISIONS RELATING TO CORRECTION OF DEFECTS (NAVSEA) (OCT 1990))
- 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"). With respect to any Contract Work identified as incomplete at the time of redelivery, the Guarantee Period shall run from the date such Contract Work is completed.
- 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.
- Seller's liability shall extend for an additional 60-day Guarantee Period for those defects or deficiencies that Seller has corrected.
- INSPECTION AND ACCEPTANCE
Seller shall maintain complete records of all inspection work performed by Seller and shall make such inspection records available to Buyer during Contract performance and for a period of six (6) months after completion of all Contract Work.
- QUALITY
Seller's quality control system shall be in accordance with Military Specification MIL-I-45208 in effect on August 5, 2003, and NAVSEA Standard Item 009-04 in effect on August 5, 2003.
PART B. PERFORMANCE AT BUYER'S FACILITIES AND ON VESSEL
In the event that Seller, its employees, agents or suppliers (including delivery persons), enters any facility owned, leased or operated by Buyer, including any Vessel, Seller shall comply with the following additional terms and conditions.
The following provisions supplement the provisions contained in Part B of NASSCO Military Ship Repair Programs Purchase Order General Terms and Conditions.
- REMOVAL FOR MISCONDUCT
Seller shall remove any of its employees or its suppliers' employees from any of Buyer's facilities upon Buyer's request based on misconduct or violation of this Contract.
PART C: PRIME CONTRACT CLAUSES
The following clauses are flowed down pursuant to the requirements of the Prime Contract.
- GOVERNMENT-INDUSTRY DATA EXCHANGE PROGRAM (NAVSEA 5252.227-9113) (AUG 1997)
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
- GOVERNMENT SURPLUS PROPERTY (NAVSEA) (SEP 1990)
No former Government surplus property or residual inventory resulting from terminated Government contracts shall be furnished under this Contract unless such property is expressly 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 (NAVSEA) (SEP 1990)
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.
- REFUNDS (SPARES AND SUPPORT EQUIPMENT (NAVSEA) (SEP 1990)
- In the event that the price of a spare part or item of support equipment delivered under this Contract significantly exceeds its intrinsic value, Seller 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 consideration) or changes in market conditions.
- For purposes of this requirement, the intrinsic value of an item is defined as follows:
- 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.
- 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.
- At any time up to two years after delivery of a spare part or item of support equipment, Buyer may notify Seller that based on all information available at the time of the notice, the price of the part or item apparently exceeds its intrinsic value.
- If notified in accordance with paragraph (c) above, Seller agrees to enter into good faith negotiations with Buyer to determine if, and in what amount, Buyer is entitled to a refund.
- If agreement pursuant to paragraph (d) above cannot be reached, and Buyer's return of the new or unused item to Seller is practical, Buyer, subject to Seller's agreement, may elect to return the item to Seller. Upon return of the item to its original point of Buyer's acceptance, Seller shall refund in full the price paid. If no agreement pursuant to paragraph (d) above is reached, and return of the item by Buyer is impractical, Buyer may adjust the Contract price downward by the amount of the refund to which Buyer believes it is entitled, subject to Seller appeal as provided in the Disputes clause of this Contract.
- Seller will make refunds, as required under this requirement, in accordance with instructions from Buyer's Purchasing representative.
- Seller shall not be liable for a refund if Seller advised Buyer in a timely manner that the price it would propose for a spare part or item of 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.
- This requirement does not apply to any spare parts or items of support equipment whose price is determined through adequate price competition. This requirement 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 Seller submitted, and certified the currency, accuracy and completeness of cost or pricing data applicable to the item.
- QUALIFICATION OF NONDESTRUCTIVE TESTING PERSONNEL (NAVSEA) (APR 2001)
- If Seller is a Nondestructive Testing (NDT) subcontractor, Seller shall utilize, for the performance of required NDT, only personnel who are currently certified in accordance with NAVSEA Technical Publication T9074-AS-GIB-010/271 dated 30 April 1997 and Recommended Practice No. ASNT SNT-TC-1A.
- An "NDT subcontractor" is defined as a first tier subcontractor to Buyer performing NDT in conjunction with the production of materials, components, or equipment for the Vessel. NDT includes radiography, magnetic particle, liquid penetrant, eddy current, ultrasonic inspections and visual inspections.
- Certification of Level III (NDT Examiner) personnel shall be based on (1) successful completion of appropriate American Society for Nondestructive Testing Level III Examinations, and (2) successful completion of specific and practical examinations based on NAVSEA Technical Publication T9074-AS-GIB-010/271 and associated fabrication documents. Examinations may be developed and administered by Seller or by an outside agent designated in Seller's written practice. Documentation pertaining to the qualification and certification of NDT personnel shall be available to Buyer for review upon request.
- TRAVEL COSTS (NAVSEA) (MAY 1993)
- Seller shall not charge, and Buyer shall not pay, as an allowable cost under this Contract, any manhour costs (whether straight-time or overtime) for Seller personnel or lower tier subcontractor personnel traveling to or from worksites, including to worksites other than Seller's facility for performance of the Contract Work.
- Workers being paid under this Contract, as Seller personnel or lower tier subcontractor personnel, will complete a full shift at the worksite, and no compensation will be paid for travel time before or after the shift.
- This requirement pertains only to payments for travel time before or after these workers' regular shifts, and does not apply to legitimate travel costs incurred during normal working hours, provided that those costs are otherwise reasonable, allocable and allowable. This requirement does not apply to manufacturer's representatives or Original Equipment Manufacturer ("OEM") representatives when specifically required by the Specifications.
- Additionally, Seller shall not charge, and Buyer shall not pay, any transportation costs under this Contract associated with transporting Seller's or lower tier subcontractors' personnel between Seller's facility (or lower tier subcontractors' facility) and any other worksite to perform Phased Maintenance Availabilities (PMAs)/Drydocking Phased Maintenance Availabilities (DPMAs). Transportation costs include, but are not limited to, bus fare, car fare, train fare, or boat fare, paid by the work force, or paid by Seller on behalf of the work force.
PART D. INCORPORATED FAR AND DFARS CLAUSES
The following clauses are flowed down pursuant to the requirements of the Prime Contract.
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. The full text of FAR and DFARS clauses may be accessed electronically at the following internet websites:
- FAR http://www.arnet.gov/far
- DFARS http://www.acq.osd.mil/dpap/dars/dfars/index.htm
- DEFINITIONS
The following terms will have the meanings indicated in each of the following FAR and DFARS clauses, unless the context indicates otherwise:
- "Contract" means this Contract
- "Contractor" means Seller.
- "Contracting Officer" means Buyer
- "Government" means Buyer
- "Subcontractor" means Seller's subcontractors
- DFARS CLAUSES
- 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)
- 252.215-7000 Pricing Adjustments (Dec 1991)
- 252.219-7003 Small, Small Disadvantaged and Women-Owned Small Business Subcontracting Plan (DOD Contracts) (APR 1996)
- 252.223-7004 Drug-Free Work Force (SEP 1988)
- 252.225-7001 Buy American Act and Balance of Payments Program (MAR 1998)
- 252.225-7002 Qualifying Country Sources as Subcontractors (DEC 1991)
- 252.225-7008 Supplies to Be Accorded Duty-Free Entry (MAR 1998)
- 252.225-7009 Duty-Free Entry—Additional Country Supplies (End Products and Components) (AUG 2000)
- 252.225-7010 Duty-Free Entry--Additional Provisions (AUG 2000)
- 252.225-7012 Preference for Certain Domestic Commodities (AUG 2000)
- 252.225-7014 Preference for Domestic Specialty Metals (MAR 1998) and Alternate I (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 (DEC 2000) and Alternate I (DEC 2000)
- 252.225-7019 Restriction on Acquisition of Foreign Anchor and Mooring Chain (DEC 1991)
- 252.225-7022 Restrictions on Acquisition of Polyacrylonitile (PAN) Based Carbon Fiber (JUN 1997)
- 252.225-7023 Restriction on Acquisition of Vessel Propellers (DEC 2000)
- 252.225-7025 Restriction on Acquisition of Forgings (JUN 1997)
- 252.225-7026 Reporting of Contract Performance Outside the United States (JUN 2000)
- 252.225-7029 Preference for United States or Canadian Air Circuit Breakers (AUG 1998)
- 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate (OCT 1992)
- 252.225-7031 Secondary Arab Boycott of Israel (JUN 1992)
- 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)
- 252.227-7030 Technical Data--Withholding of Payment (MAR 2000)
- 252.227-7036 Declaration of Technical Data Conformity (JAN 1997)
- 252.227-7037 Validation of Restrictive Markings on Technical Data (SEP 1999)
- 252.231-7000 Supplemental Cost Principles (DEC 1991)
- 252.243-7002 Requests for Equitable Adjustment (MAR 1998)
- 252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts) (MAR 2000)
- 252.246-7001 Warranty of Data (DEC 1991)
- 252.247-7023 Transportation of Supplies by Sea (MAR 2000)
- 252.249-7002 Notification of Anticipated Termination or Reduction (DEC 1996)
- 252.251-7000 Ordering from Government Supply
- FAR CLAUSES
- 52.202-1 Definitions (MAY 2002)
- 52.203-3 Gratuities (APR 1984)
- 52.203-5 Covenant Against Contingent Fees (APR 1984)
- 52.203-6 Restrictions on Subcontractor Sales to the Government (JUL 1995)
- 52.203-7 Anti-Kickback Procedures (JUL 1995)
- 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN 1997)
- 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity (JAN 1997)
- 52.203-12 Limitation on Payments to Influence Certain Federal Transactions (JUN 1997)
- 52.204-2 Security Requirements (AUG 1996)
- 52.209-6 Protecting the Government's Interest When Subcontracting with Contractors Debarred, Suspended or Proposed for Debarment (JUL 1995)
- 52.211-5 Material Requirements (AUG 2000)
- 52.211-15 Defense Priority and Allocation Requirements (SEP 1990)
- 52.215-2 Audit and Records—Negotiation (JUN 1999)
- 52.215-8 Order of precedence—Uniform Contract Format (OCT 1997)
- 52.215-10 Price Reduction for Defective Cost or Pricing Data (OCT 1997)
- 52.215-11 Price Reduction for Defective Cost or Pricing Data—Modifications (OCT 1997)
- 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)
- 52.215-19 Notification of Ownership Changes (OCT 1997)
- 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 2000)
- 52.219-9 Small Business Subcontracting Plan (OCT 2000) and Alternate II (OCT 2000)
- 52.219-16 Liquidated Damages—Subcontracting Plan (JAN 1999)
- 52.222-1 Notice to the Government of Labor Disputes (FEB 1997)
- 52.222-3 Convict Labor (AUG 1996)
- 52.222-4 Contract Work Hours and Safety Standards Act—Overtime Compensation (SEP 2000)
- 52.222-19 Child Labor—Cooperation with Authorities and Remedies (DEC 2001)
- 52.222-21 Prohibition of Segregated Facilities (FEB 1999)
- 52.222-26 Equal Opportunity (FEB 1999)
- 52.222-35 Equal Opportunity for Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001)
- 52.222-36 Affirmative Action for Workers with Disabilities (JUN 1998)
- 52.222-37 Employment Reports on Disabled Veterans, Veterans of the Vietnam Era, and Other Eligible Veterans (DEC 2001)
- 52.222-38 Compliance with Veterans' Employment Reporting Requirements (DEC 2001)
- 52.223-5 Pollution Prevention and Right-to-Know Information (APR 1998)
- 52.223-6 Drug-Free Workplace (MAY 2001)
- 52.223-11 Ozone-Depleting Substances (MAY 2001)
- 52.223-12 Refrigeration Equipment and Air Conditioners (MAY 1995)
- 52.225-8 Duty-Free Entry (FEB 2000)
- 52.225-13 Restrictions on Certain Foreign Purchases (JUL 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 Patent Applications—Classified Subject matter (APR 1984)
- 52.230-2 Cost Accounting Standards (APR 1998)
- 52.230-6 Administration of Cost Accounting Standards (NOV 1999)
- 52.232-9 Limitations on Withholding of Payments (APR 1984)
- 52.232-17 Interest (JUN 1996)
- 52.232-23 Assignment of Claims (JAN 1986)
- 52.234-1 Industrial Resources Developed Under Defense Production Act, Title III (DEC 1994)
- 52.242-3 Penalties for Unallowable Costs (MAY 2001)
- 52.242-15 Stop-Work Order (AUG 1989) and Alternate I (APR 1984)
- 52.243-6 Change Order Accounting (APR 1984)
- 52.244-5 Competition in Subcontracting (DEC 1996)
- 52.244-6 Subcontracts for Commercial Items and Commercial Components (MAY 2001)
- 52.245-5 Government Property (Cost-Reimbursement, Time-and-Material, or Labor-Hour Contracts) (JAN 1986)
- 52.248-1 Value Engineering (FEB 2000)
- 52.249-6 Termination (Cost-Reimbursement) (SEP 1996)
- 52.251-1 Government Supply Sources (APR 1984)
PART E. ATTACHMENTS
The following attachment is incorporated into this Contract as if given in full text:
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