N00024-15-R-2214_OSR_Final_Solicitation.doc

Section A - Solicitation/Contract Form

NOTE A

Option item to which the option clause in SECTION I applies and which is to be supplied only if and to the extent said option is exercised.

CLAUSES INCORPORATED BY FULL TEXT

HQ B-2-0004 EXPEDITING CONTRACT CLOSEOUT (NAVSEA) (DEC 1995)

(a) As part of the negotiated fixed price or total estimated amount of this contact, both the Government and the Contractor have agreed to waive any entitlement that otherwise might accrue to either party in any residual dollar amount of $500 or less at the time of final contract closeout. The term “residual dollar amount” shall include all money that would otherwise be owed to either party at the end of the contract, except that, amounts connected in any way with taxation, allegations of fraud and/or antitrust violations shall be excluded. For purposes of determining residual dollar amounts, offsets of money owed by one party against money that would otherwise be paid by that party may be considered to the extent permitted by law.

(b) This agreement to waive entitlement to residual dollar amounts has been considered by both parties. It is agreed that the administrative costs for either party associated with collecting such small dollar amounts could exceed the amount to be recovered.

Section B - Supplies or Services and Prices

CLIN Number 1001

OSR Base Boat

FFP

The Contractor shall construct the OSR Base Boat as defined in the OSR BP and UB Specification. The Base Boat consists of configuration features common to both the OSR BP and UB. The OSR Base Boat shall include the boat and ancillary equipage as defined within the contract, as well as all configuration elements chosen at the Delivery Order Level off of Attachment 11 - Exhibit Line Item Number (ELIN) List.

FOB: Destination

PURCHASE REQUEST NUMBER: N0002415NR53026

MAX

NET AMT

CLIN Number 1002

FFP

The Contractor shall provide additional spares in accordance with Provisioned Item Order (PIO) clause and as specified in the Delivery Order.

MAX

CLIN Number 2001

FFP

The Contractor shall construct the OSR Base Boat as defined in the OSR BP and UB Specification. The Base Boat consists of configuration features common to both the OSR BP and UB. The OSR Base Boat shall include the boat and ancillary equipage as defined within the contract, as well as all configuration elements chosen at the Delivery Order Level off of Attachment 11 - Exhibit Line Item Number (ELIN) List.

MAX

CLIN Number 3001

FFP

The Contractor shall construct the OSR Base Boat as defined in the OSR BP and UB Specification. The Base Boat consists of configuration features common to both the OSR BP and UB. The OSR Base Boat shall include the boat and ancillary equipage as defined within the contract, as well as all configuration elements chosen at the Delivery Order Level off of Attachment 11 - Exhibit Line Item Number (ELIN) List.

MAX

CLIN Number 4001

FFP

The Contractor shall construct the OSR Base Boat as defined in the OSR BP and UB Specification. The Base Boat consists of configuration features common to both the OSR BP and UB. The OSR Base Boat shall include the boat and ancillary equipage as defined within the contract, as well as all configuration elements chosen at the Delivery Order Level off of Attachment 11 - Exhibit Line Item Number (ELIN) List.

MAX

CLIN Number 5001

FFP

The Contractor shall construct the OSR Base Boat as defined in the OSR BP and UB Specification. The Base Boat consists of configuration features common to both the OSR BP and UB. The OSR Base Boat shall include the boat and ancillary equipage as defined within the contract, as well as all configuration elements chosen at the Delivery Order Level off of Attachment 11 - Exhibit Line Item Number (ELIN) List.

MAX

Section C - Descriptions and Specifications

STATEMENT OF WORK

Oil Spill Response (OSR) Boom Platform (BP) & Utility Boat (UB) Statement of Work

Introduction

Scope

This statement of work (SOW) is for a procurement of an estimated seventy (70) OSR BP & UB’s to replace aging equipment over the next five (5) years. The replacement boats are desired to provide comparable to enhanced performance of current capabilities while focusing on commonality to reduce Total Ownership Costs (TOC). An Indefinite Delivery / Indefinite Quantity (IDIQ) award will be made to the responsible Offeror whose proposal is determined by the Government to offer the best value to the Government, using a Lowest Price Technically Acceptable (LPTA) evaluation process. The contract structure will have a base year and four subsequent option years to procure boats, equipage, initial spares, technical data, boat enhancements, and final delivery of boats to either the east or west coast of the United States. Options will be exercised based on the future needs and budget of the NAVFAC OSR Program. The contractor will be responsible for following their standardized manufacturing processes to procure, develop, test, and deliver final end items to the Government. This SOW outlines the specific responsibilities and deliverables of this contract.

Background

NAVFAC has been procuring boats to support the Oil Spill Response Program since 1974 and maintains approximately 400 boats in the Craft & Boat Support System (CBSS) inventory database. In compliance with OPNAVINST 4780.6E, NAVFAC OSR transitioned to procurement of boats via PMS 325G starting with the FY13 BP and UB procurements. In addition to maintaining the required OSR boat quantities, a focus of the PMS 325G procurement effort is to standardize OSR boats/systems to maximize commonality and minimize TOC for the OSR fleet.

Typical OSR mission requires BP’s and UB’s to sprint to the oil spill location ahead of the Oil Pollution (OP) Rapid Response Skimmer (RRS). Primary mission of BP is to transport boom sections to the oil spill location. Primary mission of the UB is to payout/deploy the 24” response boom from the BP and to tend the boom while the RRS recovers the oil. Typical mission duration is 3-8 hours. Annual procurement of OSR BP’s and UB’s is required to replace boats which have reached the end of their service life.

Applicable Documents

Department of Defense Specifications

Table 1: DoD Specifications

Department of Defense Standards

Table 2: DoD Standards

N/A

Non-Government standards and other publication

Table 3: Non-Government standards and publications

N/A

OSR BP & UB Requirements

The Contractor will be responsible for overseeing the production and delivery of the OSR BP & UB which will be provided as an integrated system consisting of: boat, trailer, initial spares, technical data, and ancillary equipment required to accomplish its primary mission. The contractor will provide overall project management, comprehensive engineering, testing and ancillary services, as well as all materials, facilities, and manufacturing capability required to accomplish delivery of the OSR BP & UB.

The Contractor will also be responsible for safe shipment and delivery of boats to either east or west coasts of the United States. The specific final destination will be identified upon award of each delivery order where both the OSR BP & UB and shipping options will be awarded together. This will allow the Contractor the ability to plan production of each delivery order based upon known final delivery location of the boat.

Program Management

Roles and Responsibilities

(a) The contractor shall establish a project management structure that ensures overall quality of the OSR BP & UB components, consistent with their selected engineering and manufacturing approach.

(b) A designated Project Manager (PM) shall be identified to serve as the principal representative of the Contractor throughout the duration of contract performance. The PM will be viewed as being responsible for the performance of the contract and on-time delivery of technically compliant boats and associated equipment. At all times, the PM shall have the responsibility for ensuring program integrity and overall contract performance. The contractor shall ensure that: administration, logistics, financial and other task requirements pertinent to contract performance are addressed.

(c) The PM’s primary interface for contract performance and execution shall be with the Program Office, Support Ships, Boats, and Craft (PMS325) on all activities related to successful performance of the contract. An Assistant Program Manager (APM) will be the Government representative to the Contractor for day-to-day operations.

(d) The Government Contracting Officer (KO) from NAVSEA 02 is the contract owner and the only person authorized to make changes to this contract on behalf of the Government and should be contacted with any requests for change or deviation in the contract.

(e) The Government Technical Point of Contact (TPOC) is the Naval Surface Warfare Center Carderock Division (NSWCCD), Combatant Craft Division (CCD), and should be contacted for questions related to technical implementation of boat design requirements.

Contract Meetings

(a) The Contractor shall be responsible for coordinating and scheduling meetings with the Government as necessary to ensure on-time delivery of OSR BP & UB’s and ancillary equipment.

(b) The contractor shall coordinate with the Government to prepare information for and conduct mandatory meetings to review at a minimum: current production progress and risks associated with production, technical design, schedule, key components availability, and delivery of boats. At a minimum, the information shall be reviewed with the Government at the following meetings.

i. Post Award Conference (PAC) Meeting – The Contractor shall coordinate with the Government a PAC no-later than (NLT) 60 calendar days after award of contract or subsequent option year delivery orders. The PAC shall be held at the Contractors facility, alternate facility approved by the Government, or by phone depending upon the technical complexity and or schedule and shall be attended by a Government representative(s). Topics will include, but are not limited to, documentation review, the Contractor’s understanding of the technical requirements, and production/delivery schedule.

Other meetings will be held at the Contractors discretion, as needed to support the production schedule.

It is anticipated that most of these meetings will be conducted virtually via telephone and should not interfere with continued progress or production of boats. These meetings will not be used as approval to proceed in design or production, unless otherwise specified, and should be used only for informing the Government of process on production, builder questions, and impending risk to program.

Invoicing

The Contractor shall submit invoices as outlined in Section G of this contract. Section H outlines the interim payment schedule with guidelines and project completion goals for submitting invoices.

Engineering

(a) The Contractor shall follow the Specification, best industry practices and be responsible for all of the: engineering, design, manufacturing, and test of the OSR BP & UB prior to delivery to the Government. The Contractor shall interface with PMS325 and the NSWCCD CCD Government engineers as needed on OSR BP & UB technical challenges, design analysis, equipment certification, and test data throughout the production of the OSR BP & UB.

Engineering Reviews

The Contractor shall contact the Government TPOC with any issues in resolving conflicting requirements, clarification of technical requirements, compliance questions or technical design concerns.

Configuration Management

(a) Per the Specification, unless otherwise specified in the applicable delivery order, all subsequent boats on this contract shall be identical in configuration to the initial hull of each OSR configuration (25UB or 30BP as applicable). The Contractor shall submit a Request For Variance (RFV) for any configuration change over the life of the contract.

(b) Where feasible, the Contractor shall avoid the use of custom parts and use standard industry interfaces with components to allow for low cost upgrade or transition from obsolete commercial products.

(c) Overall boat design, positioning of equipment and system integration shall not change throughout the life-cycle of the contract unless mutually agreed upon by the Government.

Engineering Change Proposals

(a) Upon discovery, the Contractor shall notify the Government of any issues with obsolete components. The Contractor is encouraged to notify the Government as soon as possible of an obsolete component impacting system performance or production schedule. Routine one-for-one component replacements can be addressed by submission of a RFV. Where more complex design changes are required, the Contractor shall submit an Engineering Change Proposal (ECP).

(b) ECP’s shall be prepared in accordance with Contractor format and the requirements of the contract. An ECP should be submitted whenever the detail level physical configuration, material quality, operational or functional performance of equipment or installed systems will not be in compliance with baseline design-related documents (Specifications, Contract Drawings, etc.), and a change to the baseline document is considered an appropriate means of resolving a design-related issue.

(c) Documentation shall be developed in sufficient detail to enable US Government review and evaluation of the merits of the proposed change, including cost and scheduling impact, ship class impact, and consequences if disapproved.

Technical Data

Provide Technical Data Package

(a) The Contractor shall refer to the “OSR BP & UB Specification” for identification and criteria for data required for delivery under this Contract. The Contractor shall contact the Government with any questions of scope or content required to meet data needs.

RIGHTS IN TECHNICAL DATA

It is the Government's desire that all noncommercial technical data (TD) included in the OSR BP & UB Technical Data Package (baseline or as modified by any ECPs) be delivered with a minimum of Government Purpose Rights (as defined in DFARS 252.227-7013 and -7014). If the Offeror proposes to deliver commercial TD, it is the Government’s desire to obtain a license to the commercial TD that would grant the Government the equivalent of Government Purpose Rights as a minimum. All TDP deliverables shall be marked with appropriate data rights legends per DFARS 252.227-7013 and -7014 as applicable.

The builder shall submit Data Rights Attachments (Attachment 6-Identification of Commercial Data Rights and Attachment 7-Identification and assertion of use, release, or disclosure of Non-Commercial Technical Data or Computer Software) fully completed.

Boat Production

Basic OSR BP & UB

(a) Each OSR BP & UB shall be built to comply with performance requirements as defined in the Attachment 1 “OSR BP & UB Specification.”

(b) Any additional feature to the OSR BP & UB shall only be installed when the optional CLINs are awarded at time of the Delivery Order.

Boat Design and Production

(a) The Contractor shall follow their standard manufacturing processes, in accordance with best industry practices, to design, build, integrate, test, and deliver OSR BP & UB to the Government. OSR BP & UB shall be produced in compliance with performance requirements as defined in the “OSR BP & UB Specification.”

(b) Any major risks or issues that will cause impact to the production delivery schedule or technical performance of the OSR BP & UB shall be brought to the attention of the Government as appropriate.

(c) The builder shall provide documentation of Technical Design Analyses in accordance with Section 085 of the “OSR BP & UB Specification.”

(d) The builder shall submit the items listed in Table 1 below for Government review and approval in the specified timeframe. Where cited, ‘1st Boat’ is the first boat of each configuration.

Ancillary Equipment

(a) The Contractor shall procure and deliver OEM equipage as defined in the “OSR BP & UB Specification” as either an item installed on the boat(s) or shipped separately. The Contractor shall provide adequate protection for any OEM components or equipment procured for integration onto the boats.

(b) The integrated components shall be delivered in like-new condition to the Government as part of the final delivered boats.

Test and Verification

The contractor shall provide verification of design safety, performance and other capabilities required by statutory or regulatory authority. All testing of Original Equipment Manufacturer (OEM) products and vendor-supplied materials for conformance is the responsibility of the contractor. As appropriate, evidence of conformance shall be provided. Additional testing to ascertain performance of the craft system, prior to independent verification by the Government shall be the responsibility of the contractor and is considered integral to the stated performance characteristics of the product.

Builders Tests

The Contractor shall be responsible for conducting all tests and certifications as specified in Section 094 of the “OSR BP & UB Specifications.” The Contractor shall ensure that all OEM equipment is installed per industry standards, specifications, and best builder practices. The Contractor shall also conduct an integrated final test of their produced boat and deliver a test report to the Government, prior to conduct of PDITs.

Pre-Delivery Inspections and Trials

(a) The Contractor shall schedule and host Government personnel to inspect and conduct sea trials on selected boats. These trials shall be conducted in accordance with (IAW) Requirement 094 as outlined in the “OSR BP & UB Specification.”

(b) The Contractor shall provide thirty (30) days’ notice of date of PDIT, and it is recommended the Contractor schedule PDIT no later than three (3) weeks prior to the contracted delivery date to allow sufficient time for required evolutions (i.e. PDIT discrepancies corrections, shipping, and receipt at destination). Scheduling in this manner will ensure contracted delivery dates are met.

(c) If upon arrival, the Government and the Builder are unable to satisfactorily perform the PDIT as outlined in Attachment 1 Item No. 045, the Builder may be held financially responsible for cost reimbursement of Government and/or Government representative's travel and labor associated with PDITs. The Contractor shall notify the Government of any Pre-Delivery Inspection and Trials delays no later than 5 days before planned arrival. Written notice of PDIT delay shall be accompanied by a request of extension to the Contracting Officer and Program Office Point of Contact. If as a result a delayed PDIT or other delays resulting from this action the builder cannot meet the contractual delivery date, consideration for late delivery shall be required. FAR Clause 52.246-2(e)(1) will be exercised at Government’s discretion for potential Contractor liabilities if PDIT cannot be satisfactorily performed after arrival of the Government PDIT team on-site. A typical PDIT takes place over 3- ½ days.

(d) Delivery

Packaging

Packaging/Shrink Wrap shall be used to protect the boat during delivery. Contractor shall deliver the OSR BP & UB to either east or west coast locations as defined in Section F of the basic contract. The Government will identify a delivery location for each OSR BP & UB and order delivery options as part of each delivery order. This will allow the Contractor to plan for production based upon the agreed final destination.

Shipping Location

The Contractor shall deliver the OSR BP & UB to either east or west coast locations as defined in Section F of the basic contract. The Government will identify a delivery location for each OSR BP & UB and order delivery options as part of each delivery order. This will allow the Contractor to plan for production based upon the agreed final destination.

Shipping Requirements

The Contractor shall safely delivery each OSR BP & UB to the identified location as specified in the delivery order. The Contractor shall be responsible for ensuring the OSR BP & UB is delivered in original condition and still meets “OSR BP & UB Specification” requirements upon delivery.

Logistics

Initial and Follow-on Spares

(a) The Contractor shall provide initial spares for each boat as outlined in Attachment 3 “Initial Spares.” The spares provided for each boat shall match the propulsion configuration/OEM installed on the boat. Spares shall be managed as part of the configuration management process and the Contractor shall inform the Government of any necessary part number updates that will be required throughout the execution of this contract.

(b) Delivery. Unless otherwise specified, all spares shall be packaged and shipped securely with the OSR BP & UB. Packaging shall allow for spare components to not be damaged during shipping. Each package of spares shall be labeled with a Master Packing List (MPL), listing the contents of each package and cross-referenced to Att 3, “Initial Spares”

(c) Update: The Contractor shall recommend updates to the contract spares list throughout the life-cycle of this contract. It is anticipated that parts will become obsolete or newer parts will become available that should be provided as part of spares offered.

Unique Item Identification (UID)

The contractor shall follow the guidelines outlined in Attachment 4, “Unique Item Identification” in application of UID labeling on the OSR BP & UB.

Warranty

Builder’s Warranty

The Builder shall provide a Builder's Warranty for the boat, trailer, and all installed equipment, for minimum of one (1) year, starting from the date the boat enters service with the Navy's end-user. Notification of official in-service date will be provided to the builder by the U.S. Navy Boat Inventory Manager.

Extension of Commercial Warranty (NAVSEA) (NOV 1996)

The Contractor shall extend to the Government the full coverage of any standard commercial warranty normally offered in a similar commercial sale, provided that such warranty is available at no additional cost to the Government. The Contractor shall provide a copy of the standard commercial warranty with the item. The standard commercial warranty period shall begin upon issuance of craft to the fleet, which is approximately 3 months after delivery of the craft to the Navy. Acceptance of the standard commercial warranty does not waive the Government’s rights under the “Inspection” clause, nor does it limit the Government’s rights with regard to other terms and conditions of the contract. In the event of a conflict, the terms and conditions of the contract shall take precedence over the standard commercial warranty.

Contract Specific Clauses

No Substitution of Outfitting and Equipment

(a) All equipment, outfitting, and furnishings, etc., must be specified in the Contractor’s quote in accordance with the requirements of the RFQ.

(b) Items of equipment, outfitting, and furnishing cannot be substituted for proposed items after award without Government approval (generally through a contract modification).

DISCHARGE OF LIENS AND ENCUMBRANCES AND WARRANTY OF TITLE

(a) The Contractor shall immediately discharge or cause to be discharged any lien or right in rem of any kind, other than in favor of the Government, which at any time exists or arises with respect to the boat, the machinery, fittings, equipment, furnishings, or materials for the boat. If any such lien or right in rem is not immediately discharged, the Government may discharge or cause to be discharged said lien or right in rem, at the expense of the Contractor.

(b) Upon acceptance of the boat by the Government, the Contractor warrants clear and unencumbered title to the boat. Furthermore, the Contractor indemnifies and holds harmless the Government against any and all (1) liens and claims of ownership against the boat, and (2) liens, claims, encumbrances, and claims or rights in rem, against the boat, including claims for personal injury and property damage, maritime liens, mechanics liens, and tax liens, which arose prior to acceptance of the boat by the Government, or which are based on events which occurred prior to acceptance of the boat by the Government. If any lien, claim, or encumbrance resulting from, or arising out of, any event which occurred prior to acceptance of the boat, is brought against the boat or against the Government, the Contractor will be responsible for resolution of such claim, lien, or encumbrance, and in no event will the boat or the Government be responsible for resolving the claim, lien, or encumbrance, or for compensating any person or entity for the claim, lien, or encumbrance. If such claim, lien, or encumbrance is brought against the boat or against the Government, the Contractor hereby agrees to take all necessary steps to resolve the claim, lien, or encumbrance without impact to the boat or the Government. The warranty and indemnification under this clause survive the close-out of the contract.

(c) This clause shall not be construed to abrogate or diminish any of the Government’s title-vesting rights under the “Contract Financing Payment” or the “Progress Payments” clause of the contract.

Contractor Problem Identification Reports

(a) Contract Problem Identification Reports (CPIRs) shall be used by the Contractor for the purpose of alerting the Government to actual or potential contract problems and of establishing an early dialogue between the Contractor and the Government with regard thereto.

(b) A "contract problem" is a fact or circumstance of which the Contractor is aware that does, will or reasonably is anticipated to (1) have a significant or substantial impact on the delivery schedule or completion of contract performance or the cost of performance of the contract (increase or decrease) or (2) requires modification to the contract or specification(s). The terms "significant" and "substantial" shall be interpreted in the same manner as they would be interpreted by a reasonably prudent business person under the relevant circumstances.

(c) The Contractor shall report each contract problem promptly and in no event later than ten (10) calendar days, after the Contractor identifies such contract problem. A written CPIR shall be transmitted via the Administrating Contracting Officer (ACO) to the Procuring Contracting Officer and to the cognizant technical code. Each CPIR shall be entitled "Contract Problem Identification Report", shall be dated, numbered sequentially and shall set forth the following based on the best and most complete information then known or available to the Contractor:

(1) The nature of the contract problem;

(2) The date on which the contract problem arose and the date on which the contract problem was identified as such; C-30

(3) The anticipated direct and consequential effects of the contract problem upon the delivery schedule or completion of contract performance or the cost of performance of the contract;

(4) Identification of the supplies and/or services which are or may be affected; and

(5) The Contractor's recommended solution to the reported contract problem.

(d) Follow-up status reports of each contract problem, identified by the original CPIR number, shall be furnished monthly or more frequently as required by the Contracting Officer. A final follow-up report shall be furnished immediately following resolution of each contract problem.

(e) CPIRs shall not be submitted when notice of the same contract problem is required to be furnished to the Government pursuant to any other requirement of this contract. The submission of a CPIR, however, does not relieve the Contractor of its obligations to provide notice required under any other requirement of this contract.

DEPARTMENT OF LABOR SAFETY AND HEALTH STANDARDS FOR SHIPBUILDING (AT) (NAVSEA) (JAN 1990)

Attention of the Contractor is directed to Public Law 91 596, approved December 29, 1970 (84 Stat. 1590, 29 USC 655) known as the "OCCUPATIONAL SAFETY AND HEALTH ACT OF 1970" and to the "OCCUPATIONAL SAFETY AND HEALTH STANDARDS FOR SHIPYARD EMPLOYMENT" promulgated thereunder by the Secretary of Labor (29 CFR. 1910 and 1915). These regulations apply to all shipbuilding and related work, as defined in the regulations. Nothing contained in this contract shall be construed as relieving the Contractor from any obligations which it may have for compliance with the aforesaid regulations.

PERMITS AND RESPONSIBILITIES (NAVSEA) (SEP 1990)

The Contractor shall, without additional expense to the Government, be responsible for obtaining any necessary licenses and permits, and for complying with any applicable Federal, State, and Municipal laws, codes, and regulations, in connection with any movement over the public highways of overweight/overdimensional materials.

UPDATING SPECIFICATIONS AND STANDARDS (NAVSEA) (AUG 1994)

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

USE OF NAVY SUPPORT CONTRACTORS FOR OFFICIAL CONTRACT FILES (NAVSEA) (APR 2004)

(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 are free to enter into separate non-disclosure agreements with the file room contractor. (Please contact Director, E Business Division 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.

CLAUSES INCORPORATED BY FULL TEXT

ITEM 1002 - PROVISIONED ITEMS ORDERS (NAVSEA) (APR 1999)

(a) General. The Contractor agrees that it will furnish the supplies or services ordered by the Government in accordance with the procedures specified herein. Orders will be placed by the Contracting Officer, Provisioning Activity or Administrative Contracting Officer as unilateral or bilateral modifications to this contract on SF 30, Amendment of Solicitation/Modification of Contract. Any amounts shown in Section B at time of award of the initial contract for each provisioned line item are estimated amounts only and are subject to upward or downward adjustment by the issuing activity. If no amounts are shown, funding will be obligated before or at time of order issuance. It is understood and agreed that the Government has no obligation under this contract to issue any orders hereunder.

(b) Priced Orders. For each proposed order, the Contractor agrees that it will submit such cost or pricing data as the Contracting Officer may require. Promptly thereafter, the Contractor and the Contracting Officer shall negotiate the price and delivery schedule for the proposed order. Upon execution and receipt of the priced order, the Contractor shall promptly commence the work specified in the order.

(c) Undefinitized Orders. Whenever the Contracting Officer determines that urgent demands or requirements prevent the issuance of a priced order, he/she may issue an unpriced order. Such order may be unilateral or bilateral and shall establish a limitation of Government liability, a maximum ceiling amount, and a schedule for definitization, as described in subparagraph (e)(2) below. Upon request the Contractor shall submit a maximum ceiling amount proposal before the undefinitized order is issued. The maximum ceiling amount is the maximum price at which the order may be definitized. The Contractor shall begin performing the undefinitized order upon receipt, except as provided in paragraph (d) below. The clause entitled "CONTRACT DEFINITIZATION" (DFARS 252.217-7027) shall be included in any undefinitized order.

(d) Rejection of Unilateral Orders. The Contractor may reject any unilateral order if the Contractor determines that it cannot feasibly perform the order, or if the Contractor does not concur with the maximum ceiling amount. However, each unilateral order shall be deemed to have been accepted by the Contractor unless within fifteen days of issuance of the order, the Contractor notifies the Contracting Officer in writing of its rejection of the order.

(e) Definitization of Undefinitized Orders. (1) The Contractor agrees that following the issuance of an undefinitized order, it will promptly begin negotiating with the Contracting Officer the price and terms of a definitive order that will include: (A) all clauses required by regulation on the date of the order; (B) all clauses required by law on the date of execution of the definitive order; and, (C) any other mutually agreeable clauses, terms and conditions. No later than sixty (60) days after the undefinitized order is issued, the Contractor agrees to submit a cost proposal with sufficient data to support the accuracy and derivation of its price; and, when required by FAR, cost or pricing data. If additional cost information is available prior to the conclusion of negotiations, the Contractor shall provide that information to the Contracting Officer. The price agreed upon shall be set forth in a bilateral modification to the order. In no event shall the price exceed the maximum ceiling amount specified in the undefinitized order.

(2) Each undefinitized order shall contain a schedule for definitization which shall include a target date for definitization and dates for submission of a qualifying proposal, beginning of negotiations and, if appropriate, submission of make-or-buy and subcontracting plans and cost or pricing data. Submission of a qualifying proposal in accordance with the definitization schedule is a material element of the order. The schedule shall provide for definitization of the order by the earlier of:

(i) a specified target date which is not more than 180 days after the issuance of the undefinitized order. However, that target date may be extended by the Contracting Officer for up to 180 days after the Contractor submits a qualifying proposal as defined in DFARS 217.7401; or

(ii) the date on which the amount of funds expended by the Contractor under the undefinitized order exceed fifty percent (50%) of the order's maximum ceiling amount, except as provided in subparagraph (f)(3) below.

(3) If agreement on a definitive order is not reached within the time provided pursuant to subparagraph (e)(2) above, the Contracting Officer may, with the approval of the Head of the Contracting Activity, determine a reasonable price in accordance with Subpart 15.8 and Part 31 of the FAR, and issue a unilateral order subject to Contractor appeal as provided in the "DISPUTES" clause (FAR 52.233-1). In any event, the Contractor shall proceed with completion of the order, subject to the "LIMITATION OF GOVERNMENT LIABILITY" clause (FAR 52.216-24).

(f) Limitation of Government Liability. (1) Each undefinitized order shall set forth the limitation of Government liability, which shall be the maximum amount that the Government will be obligated to pay the Contractor for performance of the order until the order is definitized. The Contractor is not authorized to make expenditures or incur obligations exceeding the limitation of Government liability set forth in the order. If such expenditures are made, or if such obligations are incurred, they will be at the Contractor's sole risk and expense. Further, the limitation of Government liability shall be the maximum Government liability if the order is terminated. The "LIMITATION OF GOVERNMENT LIABILITY" clause shall be included in any undefinitized order.

(2) Except for undefinitized orders for Foreign Military Sales; purchases of less than $25,000; special access programs; and Congressionally-mandated long-lead procurements; and except as otherwise provided in subparagraph (f)(3) below, the limitation of Government liability shall not exceed fifty percent (50%) of the ceiling amount of an undefinitized order. In the case of orders within these excepted categories, however, the procedures set forth herein shall be followed to the maximum extent practical.

(3) If the Contractor submits a qualifying proposal (as defined in DFARS 217.7401) to definitize an order before the Government has obligated fifty percent (50%) of the ceiling amount, the Contracting Officer may increase the limitation of Government liability to up to seventy-five percent (75%) of the maximum ceiling amount or up to seventy-five percent (75%) of the price proposed by the Contractor, whichever is less.

(4) If at any time the Contractor believes that its expenditure under an undefinitized order will exceed the limitation of Government liability, the Contractor shall so notify the Contracting Officer, in writing, and propose an appropriate increase in the limitation of Government liability of such order. Within thirty (30) days of such notice, the Contracting Officer will either (i) notify the Contractor in writing of such appropriate increase, or (ii) instruct the Contractor how and to what extent the work shall be continued; provided, however, that in no event shall the Contractor be obligated to proceed with work on an undefinitized order beyond the point where its costs incurred plus a reasonable profit thereon exceed the limitation of Government liability, and provided also that in no event shall the Government be obligated to pay the Contractor any amount in excess of the limitation of Government liability specified in any such order prior to establishment of firm prices.

(g) Initial Spares. The limitations set forth in paragraph (c) and subparagraphs (e)(2), (f)(2) and (f)(3) do not apply to undefinitized orders for the purchase of initial spares.

(h) Terminal Date for Placement of Orders. The Contractor shall not be obligated to accept any orders placed hereunder beyond 180 days after delivery of the last end item.

(i) Segregation of Costs. The Contractor shall segregate the costs of performance of each undefinitized order from the cost of any other work performed by the Contractor.

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

(a) Performance of this contract by the Contractor shall be conducted and performed in accordance with detailed obligations to which the Contractor committed itself in Proposal dated in response to NAVSEA Solicitation No. N00024- .

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

CLAUSES INCORPORATED BY FULL TEXT

HQ C-2-0037 ORGANIZATIONAL CONFLICT OF INTEREST (NAVSEA) (JUL 2000)

(a) "Organizational Conflict of Interest" means that because of other activities or relationships with other persons, a person is unable or potentially unable to render impartial assistance or advice to the Government, or the person's objectivity in performing the contract work is or might be otherwise impaired, or a person has an unfair competitive advantage. "Person" as used herein includes Corporations, Partnerships, Joint Ventures, and other business enterprises.

(b) The Contractor warrants that to the best of its knowledge and belief, and except as otherwise set forth in the contract, the Contractor does not have any organizational conflict of interest(s) as defined in paragraph (a).

(c) It is recognized that the effort to be performed by the Contractor under this contract may create a potential organizational conflict of interest on the instant contract or on a future acquisition. In order to avoid this potential conflict of interest, and at the same time to avoid prejudicing the best interest of the Government, the right of the Contractor to participate in future procurement of equipment and/or services that are the subject of any work under this contract shall be limited as described below in accordance with the requirements of FAR 9.5.

(d) (1) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information provided to the Contractor by the Government during or as a result of performance of this contract. Such information includes, but is not limited to, information submitted to the Government on a confidential basis by other persons. Further, the prohibition against release of Government provided information extends to cover such information whether or not in its original form, e.g., where the information has been included in Contractor generated work or where it is discernible from materials incorporating or based upon such information. This prohibition shall not expire after a given period of time.

(2) The Contractor agrees that it shall not release, disclose, or use in any way that would permit or result in disclosure to any party outside the Government any information generated or derived during or as a result of performance of this contract. This prohibition shall expire after a period of three years after completion of performance of this contract.

(3) The prohibitions contained in subparagraphs (d)(1) and (d)(2) shall apply with equal force to any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may merge or affiliate, or any successor or assign of the Contractor. The terms of paragraph (f) of this Special Contract Requirement relating to notification shall apply to any release of information in contravention of this paragraph (d).

(e) The Contractor further agrees that, during the performance of this contract and for a period of three years after completion of performance of this contract, the Contractor, any affiliate of the Contractor, any subcontractor, consultant, or employee of the Contractor, any joint venture involving the Contractor, any entity into or with which it may subsequently merge or affiliate, or any other successor or assign of the Contractor, shall not furnish to the United States Government, either as a prime contractor or as a subcontractor, or as a consultant to a prime contractor or subcontractor, any system, component or services which is the subject of the work to be performed under this contract. This exclusion does not apply to any recompetition for those systems, components or services furnished pursuant to this contract. As provided in FAR 9.505-2, if the Government procures the system, component, or services on the basis of work statements growing out of the effort performed under this contract, from a source other than the contractor, subcontractor, affiliate, or assign of either, during the course of performance of this contract or before the three year period following completion of this contract has lapsed, the Contractor may, with the authorization of the cognizant Contracting Officer, participate in a subsequent procurement for the same system, component, or service. In other words, the Contractor may be authorized to compete for procurement(s) for systems, components or services subsequent to an intervening procurement.

(f) The Contractor agrees that, if after award, it discovers an actual or potential organizational conflict of interest, it shall make immediate and full disclosure in writing to the Contracting Officer. The notification shall include a description of the actual or potential organizational conflict of interest, a description of the action which the Contractor has taken or proposes to take to avoid, mitigate, or neutralize the conflict, and any other relevant information that would assist the Contracting Officer in making a determination on this matter. Notwithstanding this notification, the Government may terminate the contract for the convenience of the Government if determined to be in the best interest of the Government.

(g) Notwithstanding paragraph (f) above, if the Contractor was aware, or should have been aware, of an organizational conflict of interest prior to the award of this contract or becomes, or should become, aware of an organizational conflict of interest after award of this contract and does not make an immediate and full disclosure in writing to the Contracting Officer, the Government may terminate this contract for default.

(h) If the Contractor takes any action prohibited by this requirement or fails to take action required by this requirement, the Government may terminate this contract for default.

(i) The Contracting Officer's decision as to the existence or nonexistence of an actual or potential organizational conflict of interest shall be final.

(j) Nothing in this requirement is intended to prohibit or preclude the Contractor from marketing or selling to the United States Government its product lines in existence on the effective date of this contract; nor, shall this requirement preclude the Contractor from participating in any research and development or delivering any design development model or prototype of any such equipment. Additionally, sale of catalog or standard commercial items are exempt from this requirement.

(k) The Contractor shall promptly notify the Contracting Officer, in writing, if it has been tasked to evaluate or advise the Government concerning its own products or activities or those of a competitor in order to ensure proper safeguards exist to guarantee objectivity and to protect the Government's interest.

(l) The Contractor shall include this requirement in subcontracts of any tier which involve access to information or situations/conditions covered by the preceding paragraphs, substituting "subcontractor" for "contractor" where appropriate.

(m) The rights and remedies described herein shall not be exclusive and are in addition to other rights and remedies provided by law or elsewhere included in this contract.

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

CLAUSES INCORPORATED BY FULL TEXT

HQ C-2-0043 PROTECTION OF THE SHIP DURING ADVERSE ENVIRONMENTAL CONDITIONS (NAVSEA) (FEB 1994)PRIVATE

The Contractor shall ensure that the ship(s) and all related material at the Contractor's facilities are protected during conditions of heavy weather, high winds, heavy snow and icing, high water or similar adverse environmental conditions. The Contractor shall develop, maintain, and implement as necessary an "Adverse Environmental Conditions Plan" which prescribes the actions and procedures and assigns responsibilities for action to be taken in preparation for and during the period of adverse environmental conditions.