N32205-15-R-2000_USNS_RAINIER_ROH-DD.doc

Section B - Supplies or Services and Prices

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT A WI

FFP

PREPARE FOR AND ACCOMPLISH THE REGULAR OVERHAUL/DRY-DOCKING OF USNS RAINIER (T-AKE 7)

PROPOSED HAZARDOUS WASTE HANDLING FEE RATE IN ACCORDANCE WITH WORK ITEM 023 ____%___

PROPOSED UNIT PRICE PER KWh $__________ IN ACCORDANCE WITH WORK ITEM 011, 7.1.1.4

PROPOSED UNIT PRICE PER GALLON OF POTABLE WATER $_______ IN ACCORDANCE WITH WORK ITEM 011, 7.1.3.2

PROPOSED UNIT PRICE PER GALLON OF DISTILLED WATER $_______ IN ACCORDANCE WITH WORK ITEM 011, 7.1.4.2

PROPOSED UNIT PRICE PER CRANE USAGE $ ________ IN ACCORDANCE WITH Work Item 011 7.9.1

FOB: Destination

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD AGR

ADDITIONAL GOVERNMENT REQUIREMENTS (AGR) - 6,350 MAN-HOURS @ _______ PER MAN-HOUR = $__________

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD ODC

OTHER DIRECT COSTS (ODC) BASE $635,395.00

PROPOSED G&A RATE ________%__

PROPOSED PROFIT RATE ________%__

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 025 - PHYSICAL SECURITY AT PRIVATE CONTRACTOR'S FACILITY FOR FORCE PROTECTION BRAVO - DELTA

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 030 - CONTINUATION OF SERVICES

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 606- LAGGING AND INSULATION REPAIRS

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 902 - DRYDOCKING AND UNDOCKING VESSEL

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 916 - SHELL PLATE WELDING AND REPAIR

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 917 - STEEL RENEWAL

NET AMT

Dollars, U.S.

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI

USNS RAINIER (T-AOE 7) ROH/DD CAT B WI 920 - ULTRASONIC TESTING

NET AMT

CLAUSES INCORPORATED BY FULL TEXT

Section B - Supplies or Services and Prices

CLIN 0001 – Complete Attachment J-2

CLIN 0002 - The Offeror shall indicate the fully loaded man-hour Labor rate (including profit, QA, supervision, support functions). This rate will be used in evaluating the offeror's proposal and shall be the rate for pricing changes negotiated under the "Additional Requirements" clause up to the maximum number of man-hours specified herein. The contractor agrees that the number of manhours included in its price proposal for such AGR shall include only direct production manhours. For these purposes, direct production manhours are for skilled labor at the journeyman level expended in direct production as exemplified by the following functions:

Abrasive cleaning/blasting

Tank cleaning

Welding

Machinists (inside and outside)

Burning

Brazing

Carpentry

Electrical Work

Electronic Work

Shipfitting

Lagging

Painting

Boilermaking

Pipefitting

Sheetmetal Work

Engineering

Rigging

Staging/scaffolding

General Labor

Fire Watch

Direct production manhours will not include those functions (whether charged directly or indirectly by the offeror's accounting system) which are herein defined as support for production functions. Necessary support functions shall be considered to be included in the offeror's fully burdened rate for direct production manhours. Examples of support functions include:

Testing

Quality Assurance

Planning

Cleaning (except tank cleaning)

Material handling & Warehousing

Security

Surveying

Administration

Transportation

Purchasing staff

Lofting

Other indirect support

Supervision

CLIN 0003 - Other Direct Cost: The rates proposed for profit and G&A on CLIN 0004 above shall be the same rates used by the Contractor in its responses to RFPs issued under the contract. The Contracting Officer will apply these rates to the ODCs for each RFP when it is negotiated and / or settled.

The base cost does not include the profit or G&A rates. Include the final figure that results when proposed G&A and profit rates are applied to the base price in your total price for offer evaluation purposes. (This does not include any material cost for Category “A” items. The material cost for Category “A” should be included under CLIN 0001).

CLINs 0004 & 00010 – Complete Attachement J-3 Section C - Descriptions and Specifications

CLAUSES INCORPORATED BY FULL TEXT

C-1

GENERAL

The Contractor shall prepare for and accomplish the voyage repairs, overhaul, or alterations of the USNS RAINIER (T-AOE 7) as specified herein and in accordance with the Work Package as provided in Attachment J-1.

1.

Eligible contractors must be capable of performing the full scope of the solicitation within their own facilities, utilizing their own shops and work force or be capable of subcontracting for these elements beyond their managerial, technical, or physical capability or capacity. Contractors must assume full responsibility for the integrated scheduling, cost, and quality of subcontractor performance.

2.

Eligible contractors must be a company recognized as engaged in ship repair work and possess an organization capable of the full scope of planning, engineering, quality control, shipboard/off ship production and component/system testing and trials. The contractor shall provide industry certifications such as, MSRA, ABR, or ISO Certifications that would further emphasize the contractor's ability to perform the work. To be determined responsible, a prospective contractor must submit acceptable evidence to demonstrate the prospective contractor's ability to accomplish the work. This will include a conclusive demonstration of having the necessary organization, experience, accounting and operational controls, and technical skills, or the ability to obtain them (including, as appropriate, such elements as production control procedures, property control systems, quality assurance measures, and safety programs applicable to materials to be produced or services to be performed by the prospective contractor and subcontractors) at the time of award. The contractors' proposal shall provide a documented and positive demonstration of established organizational elements as set forth below. These characteristics will be evaluated to determine a firm's eligibility for contract award: To be determined responsible, a prospective contractor must possess a Master Ship Repair Agreement (MSRA), Agreement for Boat Repair (ABR) or submit acceptable evidence in lieu of the aforementioned to effectively communicate and demonstrate the prospective contractor’s ability to obtain required resources.

This will include a conclusive demonstration of having the necessary organization, experience, accounting and operational controls, and technical skills, or the ability to obtain them (including, as appropriate, such elements as production control procedures, property control systems, quality assurance measures, and safety programs applicable to materials to be produced or services to be performed by the prospective contractor and subcontractors) at the time of award.

The contractors’ proposal shall provide a documented and positive demonstration of established organizational elements as set forth below. These characteristics will be evaluated to determine a firm’s eligibility for contract award:

a. Administration/Management Control. Established organization geared toward ship repair at all levels of size, value and complexity, and toward technology innovation and process improvement. Clear lines of authority. Delegation of responsibility. Mid-level managerial positions in place. Competent and experienced employees with ship repair experience. Capability to develop and integrate planning, estimating and scheduling functions. Defined managerial responsibilities for production, quality assurance, material procurement/control and subcontractor control.

b. Financial Control. Segregation of accounting costs. Adequate accounting system. Favorable cash flow-ratios. Availability of a line of credit or other source of financial income to support the work effort. Prompt payment of subcontractors and suppliers.

c. Production Control. A production organization. On board (or ability to obtain) trade mix/skills to perform ship repair work. Control of production efforts. Integration of other key functions with production. Use of scheduling techniques. Methods of progressing. Training available to trades employees.

d. Production Technical Support. Engineering and design support capabilities (in-house or subcontracted) with sufficient capability to diagnose and evaluate technical problems and issues and to make competent technical recommendations to MSC when necessary and appropriate. They shall be fully cognizant of ABS rules and USCG regulations and how they apply and impact this specification package

e. Material/Procurement Control. A material purchasing department with staff. Procedures for control of material (purchasing, monitoring, receipt, inspection, segregation, issuance, nonconformance and disposal). An inventory system – ordering, tagging warehousing. CFM/GFM storage, control and protection. Existing environmentally-controlled warehouse space. Material handling equipment. Familiarity with the Navy logistics support system.

f. Subcontractor Control. Procedures for selecting, scheduling, managing, monitoring and controlling subcontractors.

g. Quality Control/Test and Trials. A quality control organization/department/staff. Quality assurance procedures/manual. Calibration and metrology system availability. Test memo writing capability. Nondestructive Testing capabilities. Welding procedures and welders’ qualifications. Ability to perform trend analysis. Quality control system shall be certified or equivalent to ISO 9001:2001 standards

h. Safety/security. Safety Organization/Manager or Engineer. Safety manual/procedures. Safety training. First-aid capabilities or medical services. Fire protection/procedures. Physical yard security/security procedures.

i. Hazardous Material/Waste Control. Proper procedures and facilities to meet the legal requirements for removal, storage and disposal of hazardous waste. Segregated storage. Documentation of licensed subcontractors responsible for control of hazardous waste removal, storage and disposal. Appropriate state/federal agency issued hazardous waste generator number. Disposal records which indicate type of material, date and place of disposal.

j. Facilities. Although facility requirements may vary with the work authorized for a specific ship, the contractor must be a ship repair company that possesses or has available the following facilities:

· Pier, with services in place in which the CLASS size ship can access and be berthed at

· Structural Shop

· Machine Shop

· Pipe Shop

· Electrical/Electronic Shop

· Carpentry Shop

· Rigging Equipment

· Dry-dock – when required for docking of vessel in performance of the specification

4.

The government reserves the right to perform site survey for verification of policies, procedures, capabilities and facilities prior to award.

C – 2 List of Standard Work Items included for this solicitation:

Section D - Packaging and Marking

WOOD PACKAGING MATERIAL (WPM) - ADDITIONAL DELIVERY INSTRUCTIONS

In accordance with the requirements of International Standards for Phytosanitary Measures (ISPM) 15, the following commercial heat treatment process has been approved by the American Lumber Standards Committee (ALSC) and is required for all Wood Packaging Material (WPM). WPM is defined as wood pallets, skids, load boards, pallet collars, wooden boxes, reels, dunnage, crates, frames, and cleats. Packaging materials exempt from the requirements are materials that have undergone a manufacturing process such as corrugated fiberboard, plywood, particleboard, veneer and oriented strand board. All WPM shall be constructed from Heat Treated (HT to 56 degrees Centigrade for 30 minutes) lumber and certified by an accredited agency recognized by the ALSC in accordance with Wood Packaging Material Policy and Wood Packaging Material Enforcement Regulations (see URL: http://www.alsc.org). All materials must include certification markings in accordance with ALSC standards and be placed in an unobstructed area that will be readily visible to inspectors. Pallet markings shall be applied to the stringer or block on diagonally opposite sides and ends of the pallet and be contrasting and clearly visible. All dunnage used in configuring and/or securing the load shall also comply with ISPM 15 and be marked with an ALSC approved "DUNNAGE" stamp. Failure to comply with the requirements of this restriction may result in refusal, destruction, or treatment of materials at the point of entry.

Section E - Inspection and Acceptance

INSPECTION AND ACCEPTANCE TERMS

Supplies/services will be inspected/accepted at:

CLAUSES INCORPORATED BY REFERENCE

Section F - Delivery and Performance

DELIVERY INFORMATION

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

12-AUG-2015

CLAUSES INCORPORATED BY REFERENCE

52.211-11 LIQUIDATED DAMAGES--SUPPLIES, SERVICES, OR RESEARCH AND DEVELOPMENT (SEP 2000)

(a) If the Contractor fails to deliver the supplies or perform the services within the time specified in this contract, the Contractor shall, in place of actual damages, pay to the Government liquidated damages of $93,837.00 per calendar day of delay [Contracting Officer insert amount].

(b) If the Government terminates this contract in whole or in part under the Default--Fixed-Price Supply and Service clause, the Contractor is liable for liquidated damages accruing until the Government reasonably obtains delivery or performance of similar supplies or services. These liquidated damages are in addition to excess costs of repurchase under the Termination clause.

(c) The Contractor will not be charged with liquidated damages when the delay in delivery or performance is beyond the control and without the fault or negligence of the Contractor as defined in the Default--Fixed-Price Supply and Service clause in this contract.

(End of clause)

CLAUSES INCORPORATED BY FULL TEXT

F-1

SHIP AVAILABILITY PERIOD

It is anticipated that ship will arrive at Contractor’s yard on or about 13 July 2015. All work shall be completed in no more than 30 calendar days from actual start date designated by the Government at time of contract award.

Section G - Contract Administration data

CLAUSES INCORPORATED BY FULL TEXT

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (MAY 2013)

(a) Definitions. As used in this clause--

Department of Defense Activity Address Code (DoDAAC) is a six position code that uniquely identifies a unit, activity, or organization.

Document type means the type of payment request or receiving report available for creation in Wide Area WorkFlow (WAWF).

Local processing office (LPO) is the office responsible for payment certification when payment certification is done external to the entitlement system.

(b) Electronic invoicing. The WAWF system is the method to electronically process vendor payment requests and receiving reports, as authorized by DFARS 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(c) WAWF access. To access WAWF, the Contractor shall--

(1) Have a designated electronic business point of contact in the System for Award Management at https://www.acquisition.gov; and

(2) Be registered to use WAWF at https://wawf.eb.mil/ following the step-by-step procedures for self-registration available at this Web site.

(d) WAWF training. The Contractor should follow the training instructions of the WAWF Web-Based Training Course and use the Practice Training Site before submitting payment requests through

WAWF. Both can be accessed by selecting the “Web Based Training” link on the WAWF home page at https://wawf.eb.mil/.

(e) WAWF methods of document submission. Document submissions may be via Web entry, Electronic Data Interchange, or File Transfer Protocol.

(f) WAWF payment instructions. The Contractor must use the following information when submitting payment requests and receiving reports in WAWF for this contract/order:

(1) Document type. The Contractor shall use the following document type(s).

Invoice

(2) Inspection/acceptance location. The Contractor shall select the following inspection/acceptance location(s) in WAWF, as specified by the contracting officer.

Not applicable

(3) Document routing. The Contractor shall use the information in the Routing Data Table below only to fill in applicable fields in WAWF when creating payment requests and receiving reports in the system.

Routing Data Table*

Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

N32205

Issue By DoDAAC

Admin DoDAAC

Inspect By DoDAAC

Ship To Code

N62387

Ship From Code

Mark For Code

Service Approver (DoDAAC)

Service Acceptor (DoDAAC)

Accept at Other DoDAAC

LPO DoDAAC

DCAA Auditor DoDAAC

Other DoDAAC(s)

(4) Payment request and supporting documentation. The Contractor shall ensure a payment request includes appropriate contract line item and subline item descriptions of the work performed or supplies delivered, unit price/cost per unit, fee (if applicable), and all relevant back-up documentation, as defined in DFARS Appendix F, (e.g. timesheets) in support of each payment request.

(5) WAWF email notifications. The Contractor shall enter the email address identified below in the “Send Additional Email Notifications” field of WAWF once a document is submitted in the system.

Not applicable

(g) WAWF point of contact. (1) The Contractor may obtain clarification regarding invoicing in WAWF from the following contracting activity's WAWF point of contact.

MSCHQ_WAWF@navy.mil

(2) For technical WAWF help, contact the WAWF helpdesk at 866-618-5988.

(End of clause)

Section H - Special Contract Requirements

CLAUSES INCORPORATED BY FULL TEXT

H-1

OPTION FOR INCREASED QUANTITIES

The Government may require the delivery of the numbered line items identified in Section B as option items in any amount up to the unit quantities and at the unit prices stated in the Contractor Price Breakdown. The Contracting Officer may exercise the options by giving the Contractor written notification or via standard modification (SF30). Delivery of option items shall be within the performance period identified in Section F unless the parties otherwise agree.

CLAUSES INCORPORATED BY FULL TEXT

H-2

PREVENTION OF THE DISCHARGE OF OIL AND HAZARDOUS SUBSTANCES

(a) POLICY. In compliance with Executive Order Number 11752 (38 F.R. 34793), the policy of the Department of the Navy is to conform to the provisions of the Federal Water Pollution Control Act, as amended (33 U.S.C. 1251 et seq), and the Oil Pollution Act of 1990, as amended (33 U.S.C. 2701 et seq), insofar as these Acts prohibit the discharge of oil, oily mixtures, and hazardous substances, and regardless of whether or not these Acts pertain specifically to the Naval vessel and shore activities. The provisions of this clause are intended to implement that policy with respect to the vessel(s) being constructed or undergoing repair and overhaul under this contract.

(b) Definitions. For the purpose of this clause, the terms "oil," "oily mixtures," "hazardous substance," and "discharge" shall have the meanings as defined in the Acts referred to in Paragraph (a) of this clause and other environmental statutes.

(c) Trials. Prior to commencement of any dock or sea trials hereunder, the Contractor shall assure the COR by demonstrations, completed test memoranda, or other means reasonably acceptable to the COR that all equipment, the function of which is to prevent the accidental discharge of oil, oily mixtures, or hazardous substances from the vessel, that the Contractor is required by the specifications to install, are fully operable.

(d) Reports. The contractor shall, as soon as he has knowledge of any discharge of oil, oily substance, or hazardous substance from the vessel, immediately notify the COR thereof and shall immediately take all reasonable steps to prevent further discharge. Within 24 hours thereafter, the Contractor shall file with the COR the "Oil or Hazardous Substance Discharge Report" set out in the DD Form 1423 herein.

(e) Liability. The Contractor shall not be liable for the costs incurred by the Government for the removal of such oil, oily mixture, or hazardous substance, except that the Contractor shall be liable to the Government for all such costs of removal where such discharge was the result of willful negligence or willful misconduct within the privity and knowledge of the Contractor.

CLAUSES INCORPORATED BY FULL TEXT

H-3

ADDITIONAL GOVERNMENT REQUIREMENTS CLIN 0002

(a) The contractor agrees that CLIN 0002 AGR man-hours, if ordered, shall be performed concurrently with CLIN 0001 and any or all Cat B CLINS exercised, during the contract period of performance, without impacting, accelerating, or causing delay or disruption to the work required by the aforementioned work items, to any other Government Contract, or to any other work in progress for the Government.

(b) Whenever the Government orders AGR pursuant to this clause, the contractor shall submit a price proposal for such work. This proposal shall be submitted within 3 days of the receipt of the Government's request for a proposal, or within such additional time provided in writing by the Contracting Officer. The contractor's failure to submit its proposal within the 3 days, or such extended period of time, may be considered a failure of the parties to negotiate a fair and reasonable price for the AGR and will permit the Contracting Officer to take any of the three options set forth in subparagraph (c) below. AGR proposals shall be priced using the fully loaded rate set forth in Section B, CLIN 0002. The Contractor shall indicate the fully loaded manhour labor rate (including profit, G&A, QA, supervision, support functions, and all indirect charges). This rate will be used in evaluating the Contractor's proposal and also will be used for negotiating changes as required by this clause.

(c) Upon receipt of the Contractor's price proposal for the AGR the Contractor and the Contracting Officer shall negotiate the scope of the effort. If a fair and reasonable price cannot be negotiated between the Contractor and the Contracting Officer, the Contracting Officer reserves the right to:

(1) Have the work performed by the Government;

(2) Issue a unilateral modification

(3) Cancel the requirement.

(d) The Contractor knowingly and voluntarily waives all claims against the Government and/or other third party contractors for delay, disruption, loss of efficiency, or other impact arising out of or based upon the presence of Government or other contractor employees performing the AGR at this contractor's facility. Furthermore, in cases described in sub-paragraphs (c)(1) and (2) above, the Contractor waives any right to claims of interference under the Clause entitled "Access to Vessels".

(e) The Contractor warrants and hereby certifies that its price for the firm fixed portion of this Contract (CLIN

0001) does not include any amount for the "Additional Government Requirements" (CLIN 0002). The exercise of

“Additional Government Requirements” (CLIN 0002) in whole or in part will not constitute an order for additional work, nor shall it obligate the Government to order additional work or obligate the Contractor to perform any additional work. Exercise of “Additional Government Requirements” (CLIN 0002) will be for the purpose of providing funding. In the event the Government requires additional work, authorization to proceed shall be made by only the Contracting Officer through a written Technical Direction Letter (TDL). A TDL may authorize individual or multiple Additional Requirements. Upon receipt of a TDL the Contractor may proceed with the work authorized therein, provided sufficient funding remains on each applicable CLIN. Each TDL shall contain, at a minimum, a serial number for reference purposes, the work to be performed, the agreed price, the applicable CLINs and the amount that may be invoiced to each, and the total authorized value for all issued TDLs. The Contractor is to perform and invoice against CLIN 0002 ONLY for work that has been AUTHORIZED in a TDL. All funding remaining on CLINs 0001 through 0003 at Contract completion shall be de-obligated.

(f) AGR does not include work performed pursuant to the clause of this Contract entitled "Inspection of and Manner of doing work," "Guarantees," or other contract provisions relating to the corrections of defects.

CLAUSES INCORPORATED BY FULL TEXT

H-4

EMPLOYMENT OF NAVY PERSONNEL RESTRICTED

In performing this contract, the contractor will not use as a consultant or employ (on either a full or part-time basis) any active duty Navy personnel (civilian or military) without the prior approval of the contracting officer. Such approval may be given only in circumstances where it is clear that no laws and no DOD or Navy instructions, regulations, or policies are contravened and no appearance of a conflict of interest will result.

H-5

ASBESTOS REMOVAL REQUIREMENTS

(a) During the performance of this Contract the contractor and any subcontractors may be required to perform work which involves the removal or disturbance of asbestos or asbestos containing products. This clause applies to each instance of asbestos removal or disturbance.

(b) The contractor shall comply with the precautions required in 29 CFR 1910.1001, 29 CFR 1926.58 and 40 CFR Part 61 and all other applicable Federal, State, and Local restrictions. The contractor shall forward a copy of all required notices, licenses and permits to the Contracting Officer immediately upon issuance or receipt.

(c) The latest change to the Federal, State and Local Regulations in effect at the time of issuance of the contract shall govern. Compliance with these regulations is mandatory and is necessary to protect the employees of the Contractor and Naval personnel from exposure to asbestos fibers in excess of the Occupational Safety and Health Administration (OSHA) Action level airborne concentration (currently 0.1 fibers per cubic centimeter (f/cc) of air).

(d) During removal or disturbance, the contractor shall control airborne asbestos concentrations outside the removal boundary to less than 0.1 f/cc at all times.

(e) After removal or disturbance is complete, the areas within the removal boundary shall not be released for re-occupancy until clearance air sampling demonstrates these spaces have concentrations of asbestos less than 0.1 f/cc.

(f) In all respects, the performance of air sampling and analysis shall be performed in accordance with the OSHA Reference Method (Appendix A of 29 CFR 1910.1001), with the following additional specifications:

(1) Aggressive clearance sampling shall be performed on 25 mm cassettes at 2.0 liters per minute for a minimum of four hours.

(2) In performing the clearance sampling, the pump shall be placed within the compartment where the removal or disturbance occurred. When this operation is conducted in a multilevel space, at least one pump shall be placed on each level.

(3) Air sampling shall be performed by a person competent in sampling procedures and overseen by an industrial hygienist certified for comprehensive practice (CIH) by the American Board of Industrial Hygiene.

(4) Laboratory analysis of samples shall be performed by a participant in the American Industrial Hygiene Association (AIHA) Proficiency in Analytical Testing (PAT) Program rated proficient for asbestos and air.

(g) Personal sampling shall be conducted using breathing zone air samples, which are representative of the 8-hour Time-Weighted Average (TWA) exposure of each individual. Samples shall be collected and analyzed using the OSHA Reference Method contained in either 29 CFR 1910.1001 (as amended) or 29 CFR 1926.58 (as amended).

(h) The contractor agrees to indemnify MSC for any fines assessed by Federal, State or Local Agencies, for the contractor's failure to properly follow applicable Regulations.

(i) The contractor shall insert this clause in all subcontracts entered into under this contract.

H-6

SUBCONTRACTOR SUBSTITUTION

Post-award substitution of any major subcontractor should not be effected unless the proposed substitution is submitted to the Contracting Officer and official approval is obtained. The post-award substitution OR insertion of a second-tier subcontractor will be treated in the same manner as the substitution of a major subcontractor and will require specific approval by the Contracting Officer.

H-7

SUBSTITUTION OF KEY PERSONNEL

(a) General Provision. The Contractor agrees to assign to this contract those persons identified as key personnel whose resumes were submitted with the proposal and who are necessary to fulfill the requirements of this contract. No substitution of key personnel shall be made except in accordance with this clause.

(b) Guidance on Substitutions. During the first thirty (30) days of the contract performance period no personnel substitutions by the Contractor will be made unless substitutions are necessitated by an individual’s sudden illness, death, or termination of employment. In any of these events, the Contractor shall promptly notify the Contracting Officer and provide the information required by paragraph (c) below. After the initial thirty (30) day period, all proposed substitutions must be submitted, in writing, at least seven (7) days in advance of the proposed substitutions) to the Contracting officer and provide information required by paragraph (c) below.

(c) Request for Substitution. All requests for substitution must provide a detailed explanation of the circumstances necessitating the proposed substitution, a resume for the proposed substitute, and any other information as requested by the Contracting Officer. All proposed substitutes must have qualifications equal to or higher than the qualifications of the person to be replaced. The Contracting Officer or their authorized representative will evaluate such requests and promptly notify the Contractor of the approval or disapproval thereof.

H – 8

WAIVER OF CLAIMS

All requests for equitable adjustment to the contract price and any other claims whatsoever for monies due under this contract must be submitted to the Contracting officer pursuant to the clause entitled “Disputes” within six (6) months of the redelivery of the vessel. All requests for equitable adjustment that are not submitted within the six (6) month limit shall be deemed to have been waived by the contractor.

H – 9

UTILIZATION OF TRAVEL AND PERDIEM IN CONDUCTING CHANGE ORDERS

The Contractor shall demonstrate due diligence in the assessment, evaluation, and determination resulting in the proposed utilization of other than local specialized labor resources.

Only with Contracting Officer approval to proceed will a contractor, technical representative, or subcontractor be reimbursed for reasonable per diem costs (transportation, travel expenses, lodging, meals, and incidental expenses) required in connection with the associated change order. Per Diem costs are considered reasonable, allowable and reimbursable only to the extent that they do not exceed the allowed per diem rate in effect at the time of travel as set forth in the Federal Travel Regulations, Joint Travel Regulations, or Standardized Regulations as set forth in FAR 31.205-46.

Section I - Contract Clauses

CLAUSES INCORPORATED BY REFERENCE

52.203-14 DISPLAY OF HOTLINE POSTER(S) (DEC 2007)

(a) Definition.

United States, as used in this clause, means the 50 States, the District of Columbia, and outlying areas.

(b) Display of fraud hotline poster(s). Except as provided in paragraph (c)--

(1) During contract performance in the United States, the Contractor shall prominently display in common work areas within business segments performing work under this contract and at contract work sites--

(i) Any agency fraud hotline poster or Department of Homeland Security (DHS) fraud hotline poster identified in paragraph (b)(3) of this clause; and

(ii) Any DHS fraud hotline poster subsequently identified by the Contracting Officer.

(2) Additionally, if the Contractor maintains a company website as a method of providing information to employees, the Contractor shall display an electronic version of the poster(s) at the website.

(3) Any required posters may be obtained as follows:

Poster(s) Obtain from http://www.dodig.mil/

(i) Appropriate agency name(s) and/or title of applicable Department of Homeland Security fraud hotline poster); and

(ii) The website(s) or other contact information for obtaining the poster(s).)

(c) If the Contractor has implemented a business ethics and conduct awareness program, including a reporting mechanism, such as a hotline poster, then the Contractor need not display any agency fraud hotline posters as required in paragraph (b) of this clause, other than any required DHS posters.

(d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph (d), in all subcontracts that exceed $5,000,000, except when the subcontract--

(1) Is for the acquisition of a commercial item; or

(2) Is performed entirely outside the United States.

(End of clause)

52.243-7 NOTIFICATION OF CHANGES (APR 1984)

(a) Definitions.

"Contracting Officer," as used in this clause, does not include any representative of the Contracting Officer.

"Specifically authorized representative (SAR)," as used in this clause, means any person the Contracting Officer has so designated by written notice (a copy of which shall be provided to the Contractor) which shall refer to this subparagraph and shall be issued to the designated representative before the SAR exercises such authority.

(b) Notice. The primary purpose of this clause is to obtain prompt reporting of Government conduct that the Contractor considers to constitute a change to this contract. Except for changes identified as such in writing and signed by the Contracting Officer, the Contractor shall notify the Administrative Contracting Officer in writing, within 2 calendar days from the date that the Contractor identifies any Government conduct (including actions, inactions, and written or oral communications) that the Contractor regards as a change to the contract terms and conditions. On the basis of the most accurate information available to the Contractor, the notice shall state--

(1) The date, nature, and circumstances of the conduct regarded as a change;

(2) The name, function, and activity of each Government individual and Contractor official or employee involved in or knowledgeable about such conduct;

(3) The identification of any documents and the substance of any oral communication involved in such conduct;

(4) In the instance of alleged acceleration of scheduled performance or delivery, the basis upon which it arose;

(5) The particular elements of contract performance for which the Contractor may seek an equitable adjustment under this clause, including--

(i) What contract line items have been or may be affected by the alleged change;

(ii) What labor or materials or both have been or may be added, deleted, or wasted by the alleged change;

(iii) To the extent practicable, what delay and disruption in the manner and sequence of performance and effect on continued performance have been or may be caused by the alleged change;

(iv) What adjustments to contract price, delivery schedule, and other provisions affected by the alleged change are estimated; and

(6) The Contractor's estimate of the time by which the Government must respond to the Contractor's notice to minimize cost, delay or disruption of performance.

(c) Continued performance. Following submission of the notice required by (b) above, the Contractor shall diligently continue performance of this contract to the maximum extent possible in accordance with its terms and conditions as construed by the Contractor, unless the notice reports a direction of the Contracting Officer or a communication from a SAR of the Contracting Officer, in either of which events the Contractor shall continue performance; provided, however, that if the Contractor regards the direction or communication as a change as described in (b) above, notice shall be given in the manner provided. All directions, communications, interpretations, orders and similar actions of the SAR shall be reduced to writing and copies furnished to the Contractor and to the Contracting Officer. The Contracting Officer shall countermand any action which exceeds the authority of the SAR.

(d) Government response. The Contracting Officer shall promptly, within calendar days after receipt of notice, respond to the notice in writing. In responding, the Contracting Officer shall either--

(1) Confirm that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance;

(2) Countermand any communication regarded as a change;

(3) Deny that the conduct of which the Contractor gave notice constitutes a change and when necessary direct the mode of further performance; or

(4) In the event the Contractor's notice information is inadequate to make a decision under (1), (2), or (3) above, advise the Contractor what additional information is required, and establish the date by which it should be furnished and the date thereafter by which the Government will respond.

(e) Equitable adjustments.

(1) If the Contracting Officer confirms that Government conduct effected a change as alleged by the Contractor, and the conduct causes an increase or decrease in the Contractor's cost of, or the time required for, performance of any part of the work under this contract, whether changed or not changed by such conduct, an equitable adjustment shall be made--

(i) In the contract price or delivery schedule or both; and

(ii) In such other provisions of the contract as may be affected.

(2) The contract shall be modified in writing accordingly. In the case of drawings, designs or specifications which are defective and for which the Government is responsible, the equitable adjustment shall include the cost and time extension for delay reasonably incurred by the Contractor in attempting to comply with the defective drawings, designs or specifications before the Contractor identified, or reasonably should have identified, such defect. When the cost of property made obsolete or excess as a result of a change confirmed by the Contracting Officer under this clause is included in the equitable adjustment, the Contracting Officer shall have the right to prescribe the manner of disposition of the property. The equitable adjustment shall not include increased costs or time extensions for delay resulting from the Contractor's failure to provide notice or to continue performance as provided, respectively, in (b) and (c) above.

Note: The phrases “contract price” and “cost” wherever they appear in the clause, may be appropriately modified to apply to cost-reimbursement or incentive contracts, or to combinations thereof.

(End of clause)

52.252-2 CLAUSES INCORPORATED BY REFERENCE (FEB 1998)

This contract incorporates one or more clauses by reference, with the same force and effect as if they were given in full text. Upon request, the Contracting Officer will make their full text available. Also, the full text of a clause may be accessed electronically at this/these address(es):

http://farsite.hill.af.mil/vffara.htm http://farsite.hill.af.mil/vfdrara.htm (End of clause)

252.204-7012 SAFEGUARDING OF UNCLASSIFIED CONTROLLED TECHNICAL INFORMATION (NOV 2013)

(a) Definitions. As used in this clause--

Adequate security means protective measures that are commensurate with the consequences and probability of loss, misuse, or unauthorized access to, or modification of information.

Attribution information means information that identifies the Contractor, whether directly or indirectly, by the grouping of information that can be traced back to the Contractor (e.g., program description or facility locations).

Compromise means disclosure of information to unauthorized persons, or a violation of the security policy of a system, in which unauthorized intentional or unintentional disclosure, modification, destruction, or loss of an object, or the copying of information to unauthorized media may have occurred.

Contractor information system…