N3220519R6012.docx

N3220519R6012

Section B - Supplies or Services and Prices

CLAUSES INCORPORATED BY FULL TEXT

Category "A" Work Items (WIs)

FFP

Prepare for and accomplish the ROH/DD of the USNS ARCTIC (T-AOE 8) Total Category "A" WIs $_____________

Proposed unit price per KWh $_____ in accordance with (IAW) WI 011, 7.1.1.4

Proposed unit price per gallon of potable water $______ IAW WI 011, 7.1.3.2

Proposed unit price per gallon of distilled water $______ IAW WI 011, 7.1.4.2

Proposed unit price per gallon of bilge water removal $______ IAW WI 011, 7.1.19.3

Proposed unit price per crane usage $______ IAW WI 11, 7.9.1

Proposed Hazardous Waste handling fee rate IAW WI 023, 7.4.3 ______%

FOB: Destination

NET AMT

AGR and ODC

AGR

(18,000) man-hours @ $________ per man-hour = $_____________

ODC

Base $1,000,000.00

Proposed G&A Rate _______________% Subtotal: $_____________

Proposed Profit Rate _______________% Subtotal: $_____________

NET AMT

Category "B" WI 0025

WI 0025 - Physical Security at Private Contractor's Facility in FPCON Bravo - Delta

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0030

WI 0030 - Continuation of Services

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0116

WI 0116 - Staging to Support work Item 0114

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0330

WI 0330 - Stuffing Tube Replacment

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0510

WI 0510 - Lagging and Insulation Repair

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0927

WI 0927 - Dry Docking and Undocking

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0928

WI 0928 - Shell Plate and Welding repair

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0929

WI 0929 - Steel Renewal

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0932

WI 0932 - Ultrasonic Testing

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0933

WI 0933 - Replace Port and Starboard rudder Stock Bearings

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

Category "B" WI 0934

WI 0934 - Replace One Rudder Stock Bearing

Category B WIs are optional WIs and not required to be accomplished as part of this contract as awarded. The KO may require the contractor to perform the requirements of the optional Category B WIs by exercising the option via written notice to the contractor.

NET AMT

TOTAL PROPOSED PRICE

TOTAL PROPOSED PRICE FOR CLINS 0001 THROUGH 0013 $______________

The contractor shall enter the total proposed price of all CLINs.

PART I - THE SCHEDULE

Section B, Price Schedule, detailed information

CLIN 0001 –Attachment J-2 – Category “A” WIs provides a WI breakdown of CLIN 0001 pricing.

CLIN 0002: This CLIN contains the FBLR (e.g., G&A, overhead, profit, supervision, consumables, and/or support functions, etc.) and the ODC profit and G&A rate. These rates are used for pricing changes negotiated under the H-3 Clause - AGR and H-4 Clause ODC, for the duration of the contract. Changes are inherent to vessel repair contracts and should be expected by the Contractors. Additionally, this CLIN includes G&A and profit rates for ODC to be used for negotiating changes. These rates shall prevail even when the contract is extended/modified. The number of AGR man-hours and the ODC base amount are estimates that were generated for evaluation purposes. The actual amounts of man-hours and ODC may be used interchangeably under the contract which could result in a distribution and amount of man-hours and ODC that is either higher or lower than that stated in CLIN 0002. Any additional AGR or ODC required beyond the CLIN 0002 estimated amount shall be added through contract modification using the same AGR and ODC rates agreed upon at contract award. Any unused AGR or ODC will be de-obligated from the contract at the same AGR and ODC rates agreed upon at contract award. The contractor agrees that the number of man-hours included in its proposed price for such AGR shall include only direct production man-hours. For these purposes, direct production man-hours are for skilled labor at the Journeyman level expended in direct production as exemplified by the following functions:

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

Consumable materials are goods used in the ordinary course of work performance such as office supplies, paper, rags, vehicle or equipment fuel costs, cleaning chemicals, disposable tools, welding rods, paint buckets, paint brushes, protective clothing, etc. that do not become an integral part of the repaired vessel. Consumable material shall be included in the contractor's FBLR and not separately priced.

The rates for profit and G&A on CLIN 0002 above shall be the same rates used by the contractor in its responses to the Request for CCO Proposals issued under this contract. The KO will apply these rates to the ODCs for each CCO when it is negotiated and settled.

The base cost, stated in this CLIN does not include the profit or G&A rates.

NOTE: This does not include any material cost for Category “A” WIs. The material cost for Category “A” WIs has been included under CLIN 0001.

CLINs 0003 through 0013 –Attachment J-3 – Category “B” WIs provides a WI breakdown of CLIN 0003 through 0013 pricing.

Section C - Descriptions and Specifications

ACRONYM TABLE

CONUS

CPARS

Contiguous United States Contractor Performance Assessment Reporting System

PDF

PII

Portable Document Format Personal Identifiable Information

ROH/DD

SAFE

Regular Overhaul/Dry-Docking Secure Access File Exchange

C-1 GENERAL

1. The contractor shall prepare for and accomplish the VR, overhaul, or alterations of the USNS ARCTIC (T-AOE 8) as specified herein and IAW the WI package as provided in Attachment J-1 – WI Package (Specifications). Unless otherwise specified, all work shall be performed at the contractor’s shipyard.

2. In performing the WIs specified, the contractor shall be responsible for all of the following related work (in case of a discrepancy, the terms and conditions stated in the WIs take precedence over the following terms and conditions):

(a) Providing the necessary management, procurement, production, testing, technical capability and resources, and quality assurance services.

(b) Ensuring the timely procurement of CFM/CFP and the timely reporting, receipt, storage, installation, and accountability of GFM/GFP IAW FAR Clause 52.245-1 and DFARs Clauses 252.211-7007, 252.245-7001, 252.245-7002, 252.245-7003, and 252.245-7004.

(c) Using progress measurement systems to determine the physical progress of completed work for each of the elements in the scheduling plan, including material and manpower control, engineering, production, tests and trials IAW the CDRL and the contractor's own Technical Proposal, and the WI package. The progressing system shall permit a direct comparison of the physical progress of completed work to the planned performance measurement baseline for each of the elements in the scheduling plan.

(d) Using management procedures and systems to identify behind schedule conditions and unfavorable schedule variances based on the TPSN submitted with the contractor’s proposal. The applied procedures and systems shall provide timely identification of scheduling problem areas to permit prompt management action to correct unsatisfactory conditions.

(e) Developing a performance milestone schedule/critical path chart to measure scheduled performance. Deviations from the milestone schedule/critical path chart dates in WI 013 must be submitted to and approved by the KO. A performance milestone schedule and critical path chart shall be developed and submitted in accordance with the WI Package. The performance milestone schedule shall include and clearly identify primary and parallel critical paths. The resource loaded performance milestone schedule shall include, at a minimum, those milestones identified in WI 013.

(f) Using approved quality control procedures as required by this contract and the WI package to ensure procured material and performed production work conforms to the required quality standards.

(g) Ensuring the ship's equipment and systems remain configured to existing baselines with regard to procured material, production work, and software.

(h) Applying stringent configuration control procedures to ensure that configuration baselines are maintained for procured material and production work.

(i) Providing for staging and storing of material (both Government-furnished and contractor-furnished) and LLTM for use in the availabilities from the date of award.

(j) Managing all subcontractors’ performance during the availability. Ensure subcontractor work is to the same quality and standards as expected from the prime contractor. Develop and maintain a subcontractor management plan. The plan shall ensure that all communication and control of subcontractors is maintained by the prime contractor.

(k) Employing good judgment and sound engineering practice and principles, particularly when WIs do not describe all details of accomplishing the work. The contractor shall be expected to have, either organically or through subcontractors, access to competent engineers who have a history of working solutions in a maritime environment.

3. Contract work shall be performed by an eligible contractor as defined below.

(a) The contractor shall be capable of performing the full scope of the requirement stated herein within its own facilities, utilizing its own shop(s) and work force, or be capable of subcontracting for these elements beyond its managerial, technical, or physical capability or capacity. The contractor shall assume full responsibility for the integrated scheduling, cost, and quality of subcontractor performance.

(b) The contractor shall 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/offship production and component/system testing and trials. The contractor shall provide industry certifications such as: MSRA, ABR, or ISO Certification that would further emphasize the contractor's ability to perform the work. To be determined responsible, the contractor shall submit acceptable evidence to demonstrate its 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/or subcontractors) at the time of award. The contractor’s 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. The offeror 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, accessible to the CLASS size ship for birthing

· 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

k. Agreements. To be determined responsible, a prospective contractor must possess an MSRA, ABR or submit acceptable evidence in lieu of the aforementioned to effectively communicate and demonstrate its ability to obtain required resources.

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

This award consummates the contract which consists of the following documents: (a) the Government’s solicitation and your final proposal revision submitted on 09/30/2019 inclusive of all discussion and clarifications responses and (b) this award/contract.

C – 2 List of Standard WIs included for this solicitation:

SECTION 100 – HULL STRUCTURE

REMOVED

SECTION 200 – MACHINERY, PROPULSION

SECTION 300 – ELECTRICAL

SECTION 400 – COMMUNICATION & NAVIGATION AIDS

SECTION 500 – MACHINERY, AUXILIARY

SECTION 600 – OUTFIT, FURNISHING & HABITABILITY

SECTION 800 – HEATING, VENTILATION & AIR CONDITIONING

SECTION 900 – DRYDOCKING AND UNDOCKING

SECTION 1000 – UNREP GEAR

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

CLAUSES INCORPORATED BY REFERENCE

Section F - Delivery and Performance

DELIVERY INFORMATION

F-1 SHIP AVAILABILITY PERIOD

It is anticipated the ship will arrive at contractor’s yard on or about 08 JAN 2020. All work shall be completed in no more than 60 calendar days from actual start date designated by the Government at time of contract award.

F-2 PLACE OF PERFORMANCE

The place of performance for this contract shall be the contractor’s facility.

Section G - Contract Administration data

252.232-7006 WIDE AREA WORKFLOW PAYMENT INSTRUCTIONS (DEC 2018)

(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.

“Payment request” and “receiving report” are defined in the clause at 252.232-7003, Electronic Submission of Payment Requests and Receiving Reports.

(b) Electronic invoicing. The WAWF system provides the method to electronically process vendor payment requests and receiving reports, as authorized by Defense Federal Acquisition Regulation Supplement (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.sam.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 shall use the following information when submitting payment requests and receiving reports in WAWF for this contract or task or delivery order:

(1) Document type. The Contractor shall submit payment requests using the following document type(s):

(i) For cost-type line items, including labor-hour or time-and-materials, submit a cost voucher.

(ii) For fixed price line items—

(A) That require shipment of a deliverable, submit the invoice and receiving report specified by the Contracting Officer.

INVOICE

(B) For services that do not require shipment of a deliverable, submit either the Invoice 2in1, which meets the requirements for the invoice and receiving report, or the applicable invoice and receiving report, as specified by the Contracting Officer.

(iii) For customary progress payments based on costs incurred, submit a progress payment request.

(iv) For performance based payments, submit a performance based payment request.

(v) For commercial item financing, submit a commercial item financing request.

(2) Fast Pay requests are only permitted when Federal Acquisition Regulation (FAR) 52.213-1 is included in the contract.

[Note: The Contractor may use a WAWF “combo” document type to create some combinations of invoice and receiving report in one step.]

(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*

Issue By DoDAAC

Admin DoDAAC**

Inspect By DoDAAC

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. The Contractor shall ensure a payment request includes documentation appropriate to the type of payment request in accordance with the payment clause, contract financing clause, or Federal Acquisition Regulation 52.216-7, Allowable Cost and Payment, as applicable.

(5) Receiving report. The Contractor shall ensure a receiving report meets the requirements of DFARS Appendix F.

(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) Contact the WAWF helpdesk at 866-618-5988, if assistance is needed.

(End of clause)

ADDENDUM TO 252.232-7006

The following information, at a minimum, must be attached into Wide Area Work Flow (WAWF) and submitted with each and every invoice showing certification with the Onsite Management Team prior to submission:

Military Sealift Command

Administrative Contracting Officer

Military Sealift Command

Ship Yard Representative

Port Engineer

(End of instructions)

MSC SPECIFIC WIDE AREA WORKFLOW (WAWF) INSTRUCTIONS (AUG 2012)

The information contained in this instruction is supplemental to DFARS 252.232-7006.

The information contained in the table in DFARS 252.232-7006 is for WAWF purposes only. Information included in DFARS 252.232-7006 and this WAWF instruction apply only to WAWF Invoicing and WAWF Receiving Reports. Contradictory information elsewhere in this contract, e.g. Ship to DoDAAC, shall be followed per the terms and conditions of the contract.

When entering the invoice into WAWF, the Contractor shall fill in the DoDAAC fields or DoDAAC extensions exactly as shown in the table in DFARS 252.232-7006. Fields that should not be filled in when entering the invoice into WAWF will be indicated with the direction, “Leave Blank.”

In some situations the WAWF system will pre-populate the “Pay DoDAAC,” “Admin By DoDAAC” and “Issue By DoDAAC.” The Contractor shall verify that those DoDAACs automatically entered by the WAWF system match the information in the table in DFARS 252.232-7006. If these DoDAACs do not match, then the Contractor shall correct the field(s).

If Receiving Reports are required, ensure that the “Inspection” and “Acceptance” defaults of “destination” for both fields are not changed in the WAWF online interface.

The CLINs on the WAWF invoice shall be entered exactly as set forth in the contract document including CLIN number (e.g. 0001), Quantity (may be adjusted for actual quantity or dollar value delivered and invoiced), and Unit Price (e.g. $1.00). The dollar amounts on each CLIN or SubCLIN on the WAWF invoice shall reflect final performance values, but in no instance can the dollar amount for each CLIN or SubCLIN exceed what is specified in the contract document. The Contractor shall bill to the lowest level, e.g., the SubCLIN level. The Quantity and Unit of Measure fields must be filled out exactly as indicated in the CLINs and SubCLINs to reduce the possibility of the invoice being delayed or rejected during processing.

Before closing out of an invoice session in WAWF, but after submitting the document or documents, the Contractor will be given the option to send additional email notifications by clicking on the “Send More Email Notifications” link that appears on the page. The Contractor shall click on this link and add the Technical Point of Contact’s (TPOC) or Contracting Officer’s Representative’s (COR) email address in the first email address block and add any other additional email addresses desired in the following blocks. This additional notification to the Government is important to ensure the acceptor/receiver is aware that the invoice documents have been submitted into the WAWF system.

(End of instructions)

Section H - Special Contract Requirements

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 $144,612.00 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.

52.243-7 NOTIFICATION OF CHANGES (JAN 2017)

(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 3 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 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 3 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.

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://acquisition.gov/far http://www.acq.osd.mil/dpap/dars/dfarspgi/current

52.252-6 AUTHORIZED DEVIATIONS IN CLAUSES (APR 1984)

(a) The use in this solicitation or contract of any Federal Acquisition Regulation (48 CFR Chapter 1) clause with an authorized deviation is indicated by the addition of "(DEVIATION)" after the date of the clause.

SECTION H CLAUSES

H-1 OPTION FOR INCREASED QUANTITIES

The Government may require 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’s J-3, “Contractor Price Breakdown – Category B Items.” The KO may exercise the options by giving the contractor written notification or via issuance of standard modification (SF 30). Delivery of option items shall be within the performance period identified in Section F unless the parties otherwise agree.

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 DON is to conform to the provisions of the Federal Water Pollution Control Act, as amended (Title 33 U.S.C. 1251 et seq), and the Oil Pollution Act of 1990, as amended (Title 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 prescribed clause is intended to implement that policy with respect to the ship(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 Ship’s Master and CHENG as well as the PPE by demonstrations, completed test memoranda, or other means reasonably acceptable to the Ship’s Master and CHENG, as well as the PPE, that all equipment, the function of which is to prevent the accidental discharge of oil, oily mixtures, or hazardous substances from the ship, that the contractor shall be required by the specifications to install, is fully operable.

(d) Reports. The contractor shall, as soon as it has knowledge of any discharge of oil, oily substance, or hazardous substance from the ship, immediately notify the Ship’s Master and CHENG, as well as the Principle Port Engineer, thereof and shall immediately take all reasonable steps to prevent further discharge. Within 24-hours thereafter, the contractor shall file with the Ship’s Master and CHENG, as well as the PPE, the "Oil or Hazardous Substance Discharge Report.”

(e) Liability. The contractor shall be liable to the Government for all such costs of removal of such oil, oily mixture, or hazardous substance where such discharge was the result of willful negligence or willful misconduct within the privity and knowledge of the contractor. All documentation related to such waste shall bear the contractor’s generator number in accordance with WI 0023 HAZARDOUS WASTE DISPOSAL AT A CONTRACTOR'S FACILITY. The contractor shall not be liable for the costs incurred by the Government for the removal of such oil, oily mixture, or hazardous substance when initiated by the Government.

H-3 AGR CONTRACT LINE ITEM NUMBER (CLIN 0002)

(a) The Government may utilize CLIN 0002 for and not limited to, man-hours generated from a discrepancy found between WIs and the current conditions or a needed repair found during the open and inspect phase of the WI. This work may consist of supplemental, emergent, or new work. AGR does not include work performed pursuant to DFARS Clause 252.217-7005 - Inspection and Manner of Doing Work, 252.217-7013 - Guarantees, or other contract clauses relating to the correction of defects. The contractor agrees that CLIN 0002 AGR man-hours, if ordered, shall be performed concurrently with CLIN 0001 and any or all Category “B” WIs exercised, during the contract’s performance period, without impacting, accelerating, or causing delay or disruption to the work required by the aforementioned WIs, to any other Government contract, or to any other work in progress for the Government. Work under this CLIN may coincide with ODC, and therefore will be performed concurrently with H-4 (ODC).

(b) As a result of a discrepancy found between the WI and the current conditions or a needed repair found during the open and inspect phase of the WI, the contractor may submit a CFR to the ACO and the PPE. As a result of this report submission, the ACO may request a proposal from the contractor. 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 three (3) days of the receipt of the Government's request for a proposal, or within such additional time provided in writing by the KO. The contractor's failure to submit its proposal within the three (3) day period, 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 KO to take any of the three (3) options set forth in subparagraph (d) below. AGR proposals shall be priced using the FBLR set forth in Section B, CLIN 0002. The rate established in CLIN 0002 will be used in evaluating the contractor's proposal and will also be used for negotiating changes as required by this clause. As part of the contractor’s proposal submission for AGR, the following shall be included:

(c) Considering FBLRs have been pre-approved in CLIN 0002, proposal evaluation may be limited to: (1) evaluating the mix of labor categories and associated man-hours to ensure that they are reasonable to meet the Government’s minimum requirements in addressing these discrepancies or repairs found; and (2) as a result of the mix of labor categories and man-hours, the subsequent AGR price is fair and reasonable IAW FAR 15.404-1(b) – Price analysis for commercial and non-commercial items. In the event that a fair and reasonable price cannot be negotiated, the KO reserves the right to procure these ODCs utilizing alternative means described in subparagraph (d), below.

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

(1) Have the work performed by the Government;

(2) Issue a unilateral modification;

(3) Cancel the requirement.

(e) 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…