|
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.
- CHANGES
Seller shall not comply with any order, direction, or request of Buyer or Government personnel that changes this Contract unless it is issued by Buyer in writing and signed by Buyer’s authorized representative. In the event that Seller effects any change to this Contract at the direction of any person other than Buyer’s authorized representative, the change will be considered to have been made without proper authority, and Seller shall not be entitled to any adjustment to the Contract Price as a result of such change.
- DISPUTES - WAIVER OF CLAIMS (MSC RFT #1256) (SEP 1988)
All requests for equitable adjustments to the Contract Price and any other claims whatsoever for moneys due under this Contract in connection with or arising out of the Prime Contract shall be submitted to Buyer within six (6) months of redelivery of the Vessel by Buyer to the Government or shall be deemed waived by Seller.
- GUARANTEE - ADDITIONAL PROVISIONS RELATING TO CORRECTION OF DEFECTS (NAVSEA (OCT 1990))
In case the Contract Work shall, within ninety (90) days of redelivery of the Vessel by Buyer to the Government, prove defective or deficient, such defects or deficiencies shall be corrected or repaired by Seller to the satisfaction of Buyer; provided, however, that with respect to any individual work item that is incomplete or deficient at the time of such redelivery of the Vessel, Seller’s obligation under this requirement to correct or repair such deficiency shall extend ninety (90) days from the date of correction or repair, whichever occurs first.
- SCOPE OF PERFORMANCE - CONTRACT PRODUCTS - MATERIAL
All material shall be new unless otherwise identified in this Contract.
- SCOPE OF PERFORMANCE - CONTRACT WORK - REQUIRED STANDARD OF WORKMANSHIP
- The quality of all Contract Work shall conform to the highest standards in the relevant profession, trade, or field of endeavor. All Contract Work shall be performed by or supervised directly by individuals fully qualified in the relevant profession, trade, or field of endeavor, and holding all licenses required by law.
- All operational practices of Seller and all workmanship, material, equipment and articles used in the performance of the Contract Work shall be in accordance with the applicable rules and requirements of the American Bureau of Shipping, the U.S. Coast Guard, the American Boat and Yacht Council, the Institute of Electrical and Electronic Engineers or other widely accepted technical guidance in effect at the time of Prime Contract award.
PART B. PERFORMANCE AT BUYER'S FACILITIES AND ON VESSELS
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.
- CLEAN UP OF WORK SITE
At the completion of each work day, Seller shall remove all rubbish from and about the site of the work and shall leave the work site and its immediate vicinity “broom clean.” Buyer reserves the right to require a weekly pull-back of all temporary support equipment from the Vessel and sweep down all work areas if, in Buyer’s sole discretion, work place cleanliness is not being properly addressed.
- 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.
- SECURITY
- Only U.S. citizens with a minimum CONFIDENTIAL security clearance, who have received Radiological Controls Indoctrination training within the required 12 month periodicity, will be grated access to the Vessels. Persons without a minimum CONFIDENTIAL security clearance may be permitted on a case-by-case basis to perform deck work, tank cleaning and locksmith services forward of the submarine nuclear reactor compartment, but such persons shall be escorted at all times by Government (ship’s force) personnel.
- All Seller employees and lower tier subcontractor employees shall be clearly identifiable by employer identification badges worn on the outer garment at all times.
- All Seller employees and lower tier subcontractor employees shall abide by the security regulations applicable to the Vessel and the facility where Vessel is located.
PART C: PRIME CONTRACT CLAUSES
The following clauses are flowed down pursuant to the requirements of the Prime Contract.
- ACCESS TO PROPRIETARY DATA OR COMPUTER SOFTWARE (NAVSEA) (JUN 1994)
- Performance under this Contract may require that Seller 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, Seller shall enter into a written agreement with such a party prior to gaining access to such data or software. The agreement shall address, at a minimum, (a) access to, and use of, the proprietary data or software exclusively for the purposes of the performance of the Contract Work, 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 Government (Contracting Officer) via Buyer. The Government may unilaterally modify the Prime Contract to list those third parties with which the Government has agreements.
- Seller 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 Seller personnel except as authorized by the Government (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 Seller; and (5) reproduce the restrictive stamp, marking, or legend on each use of the data or software whether in whole or in part.
- 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 Seller has access in the performance of this Contract that contains proprietary or other restrictive markings.
- Seller agrees that it will promptly notify the Government (Contracting Officer) of any attempt by an individual, company, or Government representative not directly involved in the Contract Work 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.
- Seller shall include this requirement in subcontracts of any tier which involve access to information covered by paragraph (a), substituting “subcontractor” for “Seller” where appropriate.
- Compliance with this requirement is a material requirement of this Contract.
- EXCLUSION OF MERCURY (NAVSEA) (MAY 1998)
Mercury or mercury-containing compounds shall not intentionally be added to or come in direct contact with hardware or supplies furnished under this Contract.
- 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.
- PERSONNEL QUALIFICATIONS
- Seller shall be responsible for employing technically qualified personnel to perform the Contract Work. Seller shall maintain the personnel, organization, and administrative control necessary to ensure that the Contract Work meets the Specification requirements. The work history of each Seller employee must contain experience directly related to the delivery and functions that he/she in intended to perform under this Contract.
- Buyer reserves the right during the life of this Contract to request work histories on any Seller employee for the purpose of verifying compliance with this requirement. If Buyer questions the qualifications or competence of any person performing under this Contract, the burden of proof to sustain that the person is qualified as prescribed herein shall be upon Seller.
- Welders shall carry their welding certifications with them at all times.
- 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.
- QUALIFICATION OF SELLER NONDESTRUCTIVE TESTING (NTD) PERSONNEL (NAVSEA) (MAY 1993)
- Seller shall utilize for the performance of required nondestructive testing (“NDT”) (which includes radiography, magnetic particle, liquid penetrate, eddy current, and ultrasonic inspection) only personnel who have been previously qualified and certified in accordance with MIL-STD-271F(SH) (including the 1980 edition of SNT-TC-1A) dated 27 June 1986.
- Qualification and certification of Level III (Examiner) 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 developed by Buyer and based on MIL-STD-217F(SH) and associated fabrication documents. Documentation pertaining to the qualification and certification of NDT personnel shall be available to the Buyer and Government (Contracting Officer) for review upon request.
- These requirements do not apply with respect to nuclear propulsion plant systems and other matters under the technical cognizance of Naval Sea Systems Command (SEA 08). Because of health and safety considerations, such matters will continue to be handled as directed by SEA 08.
- QUALITY ASSURANCE PROGRAM (SUPSHIP) (DEC 1997)
Seller shall provide and maintain a quality assurance program acceptable to Buyer and the Government and shall perform or have performed the inspections and tests pursuant to that program to substantiate that the material and workmanship provided pursuant to this Contract conform to the Specifications. Seller’s quality assurance program shall be in accordance with that set forth in NAVSEA Standard Item 009-04. In addition to the rights under DFARS contract clause 252.217-7005, Inspection and Manner of Doing Work, Buyer and the Government shall have the right to deem the Contract Work or Contract Products to be incomplete and not in accordance with the requirements of this Contract by reason of Seller’s failure to comply with the requirements of its quality assurance program and, as such, Seller shall not be entitled to payment for said Contract Work and Contract Products.
- STANDARDIZATION - ALTERNATE I (NAVSEA) (MAY 1993)
- Subject to meeting the requirements of the Specifications, Seller shall utilize equipment and components identical to those of the SSN and SSBN Class Submarines. Where equipment or components are not available, Seller shall select hull, mechanical, and electrical components in the following order:
- Equipment that meets the requirements of the Specifications and is identical to equipment and components of the SSN and SSBN Class Submarines
- Equipment that meets the requirements of the Specifications and that appears in Naval Sea Systems Command Standard Components List for Hull, Mechanical and Electrical Equipment, NAVSEA S-0300-A-PLL-00-0.
- Equipment that meets the requirements of the Specifications (non-standard equipment). For this category, Provisioning Technical Documentation shall be submitted in accordance with subparagraph (4) below and the requirements of the Prime Contract Data Requirements List (CDRL).
- For Seller furnished equipment that meets the standardization requirements of subparagraphs (1) or (2) above, only a Statement of Prior Submission (in accordance with paragraph 5.4, MIL-STD-1561B dated 17 November 1984) is required. For non-standard equipment, subparagraph (3) above, Provisioning Technical Documentation (PTD) shall be developed in accordance with MIL-STD-1388-2B dated 28 March 1991, MIL-STD-1561B, and the Provisioning Requirements Statement.
- For non-standard equipment, subparagraph (3) above, new/revised Level 3 drawings per DoD-D-1000B dated 28 March 1977 with Notice dated 1 July 1990 shall be developed for new/modified Seller furnished equipment. In addition, Seller shall update applicable Level 3 contract ship construction drawings.
- For non-standard equipment, subparagraph (3) above, new/revised technical manuals shall be developed in accordance with NAVSEA Standard Items 009-39, 009-41, and 009-42. Technical manual management data shall include those deliverable items required for Government monitoring/tracking/approval of Seller’s technical manual efforts.
- Equipment and components that meet the requirements of subparagraphs (2) through (6) shall require Buyer and Government approval prior to installation on submarines.
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)
- 252.209-7000 Acquisition from Subcontractors Subject to On-Site Inspection under the Intermediate-Range Nuclear Forces (INF) Treaty (NOV 1995)
- 252.217-7005 Inspection and Manner of Doing Work (JAN 1997)
- 252.223-7002 Safety precautions for Ammunition and Explosives (MAY 1994)
- 252.223-7003 Change in Place of performance—Ammunition and Explosives (DEC 1991)
- 252.223-7004 Drug-Free Work Force (SEP 1988)
- 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials (APR 1993)
- 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) (MAR 1998)
- 252.225-7010 Duty-Free Entry—Additional Provisions (MAR 1998)
- 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)
- 252.225-7019 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)
- 252.225-7025 Restriction on Acquisition of Forgings (JUN 1997)
- 252.225-7026 Reporting of Contract Performance Outside the United States (MAR 1998)
- 252.225-7028 Exclusionary Policies and Practices of Foreign Governments (DEC 1991)
- 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 (APR 1998)
- 252.227-7025 Limitations on the Use or Disclosure of Government-Furnished Information Marked with Restrictive Legends (JUN 1995)
- 252.227-7027 Deferred Ordering of Technical Data or Computer Software (APR 1988)
- 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)
- 252.243-7001 Pricing Contract Modifications (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)
- FAR Clauses
- 52.202-1 Definitions (DEC 2001)
- 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)
- 52.211-5 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 (OCT 1997)
- 52.215-10 Price Reduction for Defective Cost or Pricing Data (OCT 1997)
- 52.215-12 Subcontractor Cost or Pricing Data (OCT 1997)
- 52.215-14 Integrity of Unit Prices (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)
- 52.219-8 Utilization of Small, Small Disadvantaged and Women Owned Small Business Concerns (OCT 2000)
- 52.222-1 Notice to the Government of Labor Disputes (FEB 1997)
- 52.222-3 Convict Labor (AUG 1996)
- 52.222-20 Walsh-Healy Public Contracts Act (DEC 1996)
- 52.222-26 Equal Opportunity (FEB 1999)
- 52.222-35 Affirmative Action for Special Disabled Veterans, Veterans of the Vietnam Era, and other Eligible Veterans (DEC 2001)
- 52.222-36 Affirmative Action for Workers with Disabilities (DEC 2001)
- 52.222-37 Employment Reports on Special Disabled Veterans, Veterans of the Vietnam Era, and other Eligible Veterans (DEC 2001)
- 52.223-5 Pollution Prevention and Right-to-Know Information (APR 1996)
- 52.223-12 Refrigeration Equipment and Air Conditioners (MAY 1995)
- 52.223-14 Toxic Chemical Release Reporting (OCT 2000)
- 52.225-8 Duty-Free Entry (FEB 2000)
- 52.225-13 Restrictions on Certain Foreign Purchases (FEB 2000)
- 52.227-1 Authorization and Consent (JUL 1995)
- 52.229-3 Federal, State, and Local Taxes (JAN 1991)
- 52.229-5 Taxes—Contracts Performed in U.S. Possessions or Puerto Rico (APR 1984)
- 52.230-2 Cost Accounting Standards (APR 1998)
- 52.232-9 Limitations on Withholding of Payments (APR 1984)
- 52.232-11 Extras (APR 1984)
- 52.232-17 Interest (JUN 1996)
- 52.232-23 Assignment of Claims (JAN 1986) and Alternate I (APR 1984)
- 52.237-2 Protection of Government Buildings, Equipment and Vegetation (APR 1984)
- 52.242-15 Stop-Work Order (AUG 1989)
- 52.242-17 Government Delay of Work (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 (DEC 2001)
- 52.245-2 Government Property (Fixed-Price Contracts) (DEC 1989) and Alternate I (Dev) (JUL 1995)
- 52.248-1 Value Engineering (FEB 2000)
- 52.249-2 Termination for Convenience of the Government (Fixed-Price) (SEP 1996)
- 52.249-8 Default (OCT 1995)
- 52.251-1 Government Supply Sources (APR 1984)
PART E: ATTACHMENTS
The following attachments supplement the attachments incorporated by Part C of NASSCO Military Ship Repair Programs Purchase Order General Terms and Conditions.
The following attachment is incorporated into this Contract as if given in full text:
- [none]
|
